JOINT VENTURE AGREEMENT

                               among

                    OMNI ENERGY SERVICES CORP.
             OMNI INTERNATIONAL ENERGY SERVICES, LTD.
                                and
                        EDWIN WALDMAN ATTIE




                   Effective as of July 1, 1998















                               - 1 -

<PAGE>
                         TABLE OF CONTENTS

                                                              PAGE

ARTICLE IDEFINITIONS ........................................................ 1
     Section 1.1 Definitions ................................................ 1

ARTICLE IIFORMATION OF JOINT VENTURE COMPANY ................................ 2
     Section 2.1 Formation .................................................. 2
     Section 2.2 Registered Office; Name .................................... 2
     Section 2.3 Branch Offices ............................................. 2
     Section 2.4 Relationship of Parties .................................... 2

ARTICLE IIIPURPOSE OF THE JOINT VENTURE COMPANY;BUSINESS OPPORTUNITIES ...... 3
     Section 3.1 Purpose .................................................... 3
     Section 3.2 Limitation on Operations ................................... 3
     Section 3.3 Subsidiaries and Affiliated Companies ...................... 3
     Section 3.4 Non-Competition; Employment of Personnel ................... 3

ARTICLE IVCAPITALIZATION; ADDITIONAL SUPPORT ................................ 4
     Section 4.1 Initial Issuance of Capital Stock .......................... 4
     Section 4.2 Additional Closing Transactions ............................ 5
     Section 4.3 Subordinated Note .......................................... 6
     Section 4.4 Additional Financial Support ............................... 6
     Section 4.5 Loans by Shareholders or Affiliates ........................ 7
     Section 4.6 Failure to Fulfill Obligations of Section 4.4 .............. 7
     Section 4.7 Advances on Guarantees ..................................... 7
     Section 4.8 Limited Liability .......................................... 7
     Section 4.9 Working Capital ............................................ 8
     Section 4.10 In Kind Contributions ..................................... 8

ARTICLE VMANAGEMENT OF THE JOINT VENTURE COMPANY ............................ 8
     Section 5.1 Board of Directors ......................................... 8
     Section 5.2 Officers ................................................... 8
     Section 5.3 Resolution of Disputes ..................................... 9

ARTICLE VIOPERATIONAL AND ADMINISTRATIVE SUPPORT; AIRCRAFT .................. 9
     Section 6.1 Operational and Administrative Support ..................... 9
     Section 6.2 Aircraft .................................................. 10

ARTICLE VIILIABILITY OF PARTIES ............................................ 10
     Section 7.1 Liability; Indemnity ...................................... 10

ARTICLE VIIIBUDGET AND ACCOUNTING .......................................... 12
     Section 8.1 Budget .................................................... 12
     Section 8.2 JV Administration ......................................... 12

ARTICLE IXINSURANCE ........................................................ 14
     Section 9.1 Insurance ................................................. 14
     Section 9.2 Relationship to Indemnification ........................... 15

ARTICLE XREPRESENTATIONS AND WARRANTIES .................................... 15
     Section   10.1   Representations  and  Warranties  of  OMNI  and  OMNI
          International..................................................... 15
     Section 10.2 Representations and Warranties of Waldman ................ 16

ARTICLE XITRANSFER RESTRICTION ............................................. 18
     Section 11.1 No Transfer .............................................. 18
     Section 11.2 Auction .................................................. 19
     Section 11.3 Purchase of Waldman Shares ............................... 19
     Section 11.4 Right of First Refusal ................................... 20

ARTICLE XIITERMINATION ..................................................... 21
     Section 12.1 Termination of Agreement ................................. 21
     Section 12.2 Result of Termination .................................... 22
     Section 12.3 Dissolution of the Joint Venture Company ................. 23

ARTICLE XIII ADDITIONAL COVENANTS OF THE PARTIES ........................... 24
     Section 13.1 Payment of Obligations ................................... 24
     Section 13.2 Corporate Existence ...................................... 24
     Section 13.3 Compliance with Laws ..................................... 24
     Section 13.4 Notice of Liquidation Event .............................. 24

ARTICLE XIVLIMITATION OF LIABILITY ......................................... 24

ARTICLE XVMISCELLANEOUS .................................................... 24
     Section 15.1 Confidentiality .......................................... 24
     Section 15.2 Translations ............................................. 25
     Section 15.3 Conflicts ................................................ 25
     Section 15.4 Further Assurances ....................................... 25
     Section 15.5 Choice of Law ............................................ 26
     Section 15.6 Arbitration .............................................. 26
     Section 15.7 Notices .................................................. 27
     Section 15.8 Legend ................................................... 28
     Section 15.9 Exclusive Benefits ....................................... 28
     Section 15.10 Assignment .............................................. 28
     Section 15.11 Remedies ................................................ 28
     Section 15.12 Breach of Agreement ..................................... 29
     Section 15.13 Modification ............................................ 29
     Section 15.14 Waiver .................................................. 29
     Section 15.15 Invalid Provisions ...................................... 29
     Section 15.16 Entire Agreement ........................................ 29
     Section 15.17 Multiple Counterparts ................................... 29
     Section 15.18 Headings; Gender ........................................ 29
     Section 15.19 Expenses ................................................ 30
     Section 15.20 Kiln Agreement .......................................... 30
     Section 15.21 Closing Adjustments ..................................... 30

LIST OF EXHIBITS

Exhibit A      DEFINITIONS

Exhibit B      PROPERTY APPRAISAL

Exhibit C      ASSETS
Exhibit C-1    Assets/Inventory Office
Exhibit C-2    Assets/Inventory Camp Sara
Exhibit C-3    Excluded Assets

Exhibit D      BORROWED SERVANTS' AGREEMENT

Exhibit E      CONTRACTS

Exhibit F      EMPLOYMENT AGREEMENT

Exhibit G      PROMISSORY NOTE

Exhibit H      ARTICLES   OF   ASSOCIATION  OF  OMNI  INTERNATIONAL  ENERGY
               SERVICES - SOUTH AMERICA, LTD.

Exhibit I      REGISTRATION RIGHTS AGREEMENT

Exhibit J      KILN AGREEMENT


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<PAGE>
                      JOINT VENTURE AGREEMENT


     This  Joint  Venture  Agreement  (the  "Agreement")  is  entered  into
effective as of the 1st day of July 1998, by and among OMNI Energy Services
Corp., a corporation organized  and existing under the laws of the State of
Louisiana, United States of America  and  having  its  principal  place  of
business  at  4500 NE Evangeline Thruway, Carencro, Louisiana 70520, U.S.A.
("OMNI"),  OMNI   International   Energy   Services,  Ltd.,  a  corporation
incorporated under laws of the Cayman Islands  with  its  registered office
located  at  P. O. Box 309 GT, Grand Cayman, Cayman Islands,  British  West
Indies ("OMNI International"), and Edwin Waldman Attie, a resident of Santa
Cruz, Bolivia  and having his principal address at Rio Ubai #4, Las Palmas,
Santa Cruz, Bolivia ("Waldman").

                            WITNESSETH:

     WHEREAS, OMNI  is  engaged  in  providing  seismic  drilling,  survey,
helicopter  support  and  other  related  services  to,  and  the assembly,
manufacture  and  repair  of  drilling  equipment  for  use by, the onshore
geophysical industry ("OMNI's Business") throughout the United  States  and
Canada;

     WHEREAS, Waldman provides line cutting services ("Waldman's Business")
to the geophysical industry in Bolivia;

     WHEREAS, OMNI International is a wholly-owned subsidiary of OMNI; and

     WHEREAS,  OMNI,  OMNI  International and Waldman believe that it is in
their mutual best interests to  combine certain aspects of their respective
operations  to  pursue  opportunities  to  provide  line  cutting,  seismic
drilling, survey, helicopter  support  and  other  related  services to the
onshore  geophysical  industry  throughout  the Territory and to  assemble,
manufacture  and  repair  drilling  equipment  for   use   by  the  onshore
geophysical  industry  pursuant  to  this Agreement and by way of  a  joint
venture entity established in accordance  with the terms and subject to the
conditions set forth below;

     NOW, THEREFORE, in consideration of the foregoing and the premises and
agreements set forth herein, and upon the terms,  covenants  and conditions
hereinafter set forth, the parties hereto agree as follows:

                             ARTICLE I
                            DEFINITIONS

     Section  1.a DEFINITIONS.  In addition to the other terms  defined  in
this Agreement,  when  used in this Agreement, unless the context otherwise
requires, capitalized terms  shall have the meanings ascribed to such terms
in Exhibit "A" hereto.

                            ARTICLE II
                FORMATION OF JOINT VENTURE COMPANY

     Section 1.a FORMATION.  The  joint  venture  entity  was  formed as an
exempted  company  with  limited  liability  under the Companies Law  (1995
Revision) of the Cayman Islands (the "Joint Venture Company") by the filing
of the Memorandum and Articles of Association  with  respect  to  the Joint
Venture  Company with the proper officials of the Cayman Islands on  August
10, 1998.

     Section  2.a REGISTERED OFFICE; NAME.  The Joint Venture Company shall
have its registered  office  at  P.  O.  Box  309  GT, Grand Cayman, Cayman
Islands,  British  West  Indies, or at such other place  as  the  Board  of
Directors  may determine from  time  to  time  and  shall  be  named  "OMNI
International Energy Services-South America, Ltd."

     Section  3.a  BRANCH OFFICES.  The Joint Venture Company may establish
additional branches  or  agencies  in  places  throughout  the Territory as
deemed  necessary  or  appropriate  from  time  to  time  by  the Board  of
Directors.

     Section 4.a RELATIONSHIP OF PARTIES.  (a)  Nothing contained  in  this
Agreement shall be construed as creating a partnership among Waldman, OMNI,
OMNI  International  or any other Shareholder, nor is anything contained in
this  Agreement  to be construed  as  creating  or  requiring  any  agency,
employee or similar  relationship or other binding legal commitment between
such parties except as expressly set forth herein.  The obligations, duties
and  liabilities  of  Waldman,  OMNI,  OMNI  International  and  any  other
Shareholder set forth in  this  Agreement shall be several and not joint or
collective.

          (b)  No Shareholder shall  have the authority or right, nor shall
any  Shareholder  hold itself out as having  the  authority  or  right,  to
assume, create or undertake any obligation of any kind whatsoever expressed
or implied, on behalf  of  or  in  the  name  of  the Joint Venture Company
(except as expressly set forth herein) or any other Shareholder without the
express prior written consent of all the Shareholders.

          (c)  The Shareholders shall do all such acts and things and cause
their  respective  appointees  on  the  Board  of  Directors   (subject  to
applicable  law)  to cast such votes or take such other actions as  may  be
necessary or desirable  to  carry  out  the  terms  and  provisions of this
Agreement and to ensure that the Joint Venture Company and  all  operations
conducted by the Joint Venture Company comply with the requirements  of all
applicable laws and regulatory authorities.

          (d)  No  Shareholder  shall have the authority or right to borrow
money on behalf of or in the name of the Joint Venture Company or any other
Shareholder, nor shall any Shareholder  pledge  the  credit  of  the  Joint
Venture  Company or any other Shareholder without the express prior written
consent of such other Shareholder.

                            ARTICLE III
               PURPOSE OF THE JOINT VENTURE COMPANY;
                      BUSINESS OPPORTUNITIES

     Section  1.d  PURPOSE.   The  purpose  of this Agreement and the Joint
Venture Company shall be to enable the parties hereto to combine certain of
their respective assets and expertise to pursue  opportunities  to  provide
line  cutting,  seismic  drilling,  survey,  helicopter  support  and other
related  services  to  the  onshore  geophysical  industry  throughout  the
Territory  and  to  assemble, manufacture and repair drilling equipment for
use by the onshore geophysical industry (collectively, the "Operations").

     Section 2.d LIMITATION  ON  OPERATIONS.  The objects and scope of this
Agreement and the Joint Venture Company  shall be limited to the conduct of
the Operations in the Territory, unless the  Shareholders shall unanimously
agree otherwise.

     Section 3.d SUBSIDIARIES AND AFFILIATED COMPANIES.  The parties hereto
acknowledge  that it may be appropriate from time  to  time  to  cause  the
incorporation  or  purchase  of  Subsidiaries  or  otherwise participate in
additional joint or other business ventures in order  to  exploit available
opportunities to engage in the Operations throughout the Territory.  If the
Board of Directors determines to form or acquire any Subsidiary, enter into
any  joint  or  other  business  venture  with any other Person or  acquire
jointly any equity or similar interest in a  Person to pursue opportunities
to  engage  in the Operations in the Territory,  then  this  Agreement,  if
needed, shall  be  amended or supplemental agreements shall be entered into
to cause the ownership and operation of any such Subsidiary, joint or other
business venture to  be  subject to the principles governing this Agreement
and the relationship among the Shareholders.

     Section 4.d NON-COMPETITION; EMPLOYMENT OF PERSONNEL.

          (a)  Non-Competition.   During  the  term  of  this Agreement and
thereafter  as  set  forth below in this Section 3.4(a), no party  to  this
Agreement, no Shareholder  and  no  Affiliate of any of the foregoing shall
directly or indirectly (i) engage in Operations in the Territory other than
through the Joint Venture Company or  a  Subsidiary  thereof,  (ii) compete
with the Joint Venture Company or any of its Subsidiaries for opportunities
to  engage in Operations in the Territory; (iii) provide any assistance  to
any Person  providing  or  requiring Operations in the Territory other than
through the Joint Venture Company  or  a  Subsidiary  thereof; or (iv) own,
beneficially  or of record, an equity or other ownership  interest  in  any
Person or other  business  endeavor  that  engages  in  Operations  in  the
Territory  other  than  the  Joint  Venture  Company  and its Subsidiaries;
provided  that  the  limitation set forth in clause (iv) of  this  sentence
shall not apply to the  ownership  of  less  than  5%  of  the  outstanding
securities  of  any  entity  whose  securities  are  publicly  traded.  The
limitations on competition contained in this Section 3.4(a) shall remain in
effect following termination of this Agreement (i) with respect to Waldman,
any  Person  who has acquired beneficial ownership of any Shares issued  to
Waldman (each  a  "Waldman  Transferee"),  and  their respective Affiliates
until the fifth anniversary of any termination of  this Agreement caused by
a  purchase  of  Shares  from  Waldman or Waldman Transferees  pursuant  to
Sections 11.2 or 11.3 hereof or  otherwise  or  the  sale  by  Waldman or a
Waldman  Transferee  to any Third Party, including OMNI, OMNI International
or any OMNI Transferee,  as  defined  below,  pursuant to Section 11.4, and
(ii)  with  respect  to OMNI, OMNI International and  any  Person  who  has
acquired beneficial ownership  of  any  Shares issued to OMNI International
(each  an  "OMNI Transferee"), and their respective  Affiliates  until  the
fifth anniversary  of any purchase of Shares from OMNI International or any
OMNI Transferee pursuant  to  Section  11.2 hereof or otherwise.  Except as
set forth in the immediately preceding sentence,  upon  any  termination of
this  Agreement,  the limitations on competition contained in this  Section
3.4(a) shall remain  in effect for a period of five years after the date of
such termination (i) with  respect  to Waldman, all Waldman Transferees and
the respective Affiliates of each of  the foregoing, provided that the term
"Operations" in the first sentence of this  Section 3.4(a), for purposes of
this clause be defined as "providing seismic  drilling,  helicopter support
and  other  related  services  (excluding  survey  services)  to,  and  the
assembly,  manufacture  and  repair  of drilling equipment for use  by  the
onshore  geophysical  industry";  and  (ii)  with  respect  to  OMNI,  OMNI
International, all OMNI Transferees and the respective Affiliate of each of
the foregoing; provided that the term "Operations" in the first sentence of
this Section 3.4(a) for purposes of this  clause  be  defined as "providing
line cutting services to the geophysical industry".

          (b)  Employment of Personnel.  During the term  of this Agreement
and  for  a  period  of one year thereafter, without  OMNI's prior  written
consent,  neither  Waldman,  any  Waldman  Transferee  nor  the  respective
Affiliates of each of  the foregoing shall solicit for employment or employ
any person who is at such  time employed by OMNI, OMNI International or any
other subsidiary of OMNI and  involved  in  the  activities  of  the  Joint
Venture   Company   and   its   Subsidiaries;   provided,   however,   that
notwithstanding the foregoing, nothing shall prohibit the employment of any
person who responds to a general solicitation for employment published in a
newspaper  of general circulation.  In addition, during any period in which
the restrictions  of  Section  3.4(a)  are applicable to Waldman, Waldman's
Transferees and their respective Affiliates or to OMNI, OMNI International,
OMNI Transferees and their respective Affiliates,  as  the case may be (the
"Restricted   Party"),  pursuant  to  the  second  sentence  thereof,   the
Restricted Party  agrees  that  it shall not and shall cause its Affiliates
not to, without the prior written  consent of the other party hereto or its
transferees, solicit for employment  or  employ  any  person who is at such
time  employed  by, or that has been at any time within the  twelve  months
preceding such time,  employed  by  or  contracted  to  work for, the Joint
Venture  Company  or  its  Subsidiaries in connection with the  Operations;
provided,  however,  that  notwithstanding  the  foregoing,  nothing  shall
prohibit  the  employment  of  any   person   who  responds  to  a  general
solicitation   for   employment  published  in  a  newspaper   of   general
circulation.

                            ARTICLE IV
                CAPITALIZATION; ADDITIONAL SUPPORT

     Section 1.b INITIAL  ISSUANCE OF CAPITAL STOCK.  (a)  Waldman and OMNI
International shall subscribe  for  or will purchase Shares, and will cause
the Joint Venture Company, to issue Shares  to  each  of them in accordance
with the terms set forth below:

               (i) (A)  At the Closing, OMNI International shall contribute
     USD $500,000 in cash to the Joint Venture Company and (B)  between the
     date hereof and December 31, 1998, OMNI International shall contribute
     an additional USD $1,975,239 to the Joint Venture  Company in the form
     of  cash,  equipment or any combination thereof, as requested  by  the
     Board of Directors.   In  exchange  therefor  and  at the Closing, the
     Joint  Venture Company shall issue to OMNI International  248  Shares.
     In the event  that  OMNI  International  contributes  equipment to the
     Joint  Venture  Company  pursuant  to  this  Section  4.1(a)(i),  OMNI
     International shall be deemed to have contributed to the Joint Venture
     Company an amount equal to the retail price of such equipment and will
     provide  Waldman with either an invoice issued by a Third  Party  with
     respect to the piece of equipment so contributed or an invoice of OMNI
     or one of  its  Affiliates  with  respect  to  sale  by  OMNI  or such
     Affiliate of a similar piece of equipment to a Third Party.

               (ii) At the Closing, Waldman shall transfer, or cause  to be
     transferred,  good,  valid and marketable title to 26.47% the Property
     and the Assets to the  Joint  Venture  Company,  free and clear of any
     mortgages,  liens,  claims  or  other encumbrances of  any  kind.   In
     exchange therefor, the Joint Venture  Company shall issue 44 Shares to
     Waldman at the Closing.  At the Closing,  Waldman  shall  execute such
     documents, instruments and agreements as are necessary to transfer  to
     the  Joint  Venture  Company  good,  valid and marketable title to the
     Property and Assets, free and clear of any mortgages, liens, claims or
     other encumbrances of  any kind.  The  parties  hereto  stipulate  and
     agree  that  the  26.47%  interest  in the Property and Assets have an
     aggregate fair market value of USD $436,797.

          (b)  Following  the issuance of Shares  contemplated  by  Section
4.1(a),  Waldman  and  OMNI  International  shall  adopt  the  Articles  of
Association (if not already adopted).

     Section 2.b ADDITIONAL CLOSING  TRANSACTIONS.   (a)  At  the  Closing,
Waldman shall sell and transfer to OMNI good, valid and marketable title to
85%  of  the  Goodwill and the Contracts and 62.5% of the Property and  the
Assets, free and  clear  of liens, claims and encumbrances of any kind.  In
consideration for such portion  of  the  Goodwill,  Contracts, Property and
Assets,  at  the Closing, OMNI shall  (i)  pay Waldman  USD  $2,139,200  in
cash, (ii) deliver  to  Waldman  certificates representing 75,947 shares of
OMNI Common Stock and (iii) deliver to Waldman 80,000 shares of OMNI Common
Stock,  which 80,000 shares shall be  subject  to  registration  under  the
Securities  Act  of  1933 pursuant to the Registration Rights Agreement set
forth as Exhibit I.  Between  August  24  and  August  31, 1998, OMNI shall
advance to Mr. Waldman an aggregate of up to USD $200,000,  which aggregate
amount  shall  reduce  the  obligation of OMNI set forth above to  pay  USD
$2,139,200 at the Closing.  Waldman will execute a promissory note or notes
simultaneously with each such advance in a form to be agreed to.

          (b)  At  the  Closing,  OMNI  shall  cause  the  portion  of  the
Contracts,  Goodwill, Property  and  Assets  acquired  by  it  pursuant  to
Sections 4.2(a)  and  4.1(a)(ii)  to  be  transferred  to the Joint Venture
Company in exchange for 426 Shares.  Additionally, at the  Closing, Waldman
shall transfer good, valid and marketable title to the remaining 15% of the
Goodwill  and  Contracts  and 11.03% of the Property and Assets,  free  and
clear of liens, claims and  encumbrances  of any kind, to the Joint Venture
Company in exchange for 75 Shares.  The parties  hereto stipulate and agree
that the 85% of the Goodwill and Contracts and the  62.5%  of  the Property
and  Assets  transferred  by  OMNI  to  the  Joint  Venture Company has  an
aggregate fair market value of USD $4,259,082 and that  the 15% of Goodwill
and  Contracts  and  the  11.03% of the Property and Assets transferred  by
Waldman to the Joint Venture  Company has an aggregate fair market value of
USD $751,613.

          (c)  Waldman shall (i)  at  the  Closing, cause Liderco, Ltda., a
Bolivian limitada ("Liderco"), to cease operations  and  (ii) cause Liderco
to be dissolved and liquidated as soon as practicable after the Closing.

          (d)  At  the Closing, the parties shall cause the  Joint  Venture
Company to assume all  accounts  payable  attributable  to  the  conduct of
Waldman's  Business in the ordinary course by Waldman and which arose  from
and after July 1, 1998.

     Section  3.d  SUBORDINATED  NOTE.   At the Closing, OMNI International
shall  provide  a line of credit of up to $524,761  to  the  Joint  Venture
Company, which will be evidenced by a promissory note executed by the Joint
Venture Company,  in the form attached hereto as Exhibit G (the "Promissory
Note"), payable to  OMNI  International.   Until  the  full  amount  of the
Promissory Note has been borrowed, (i) no Shareholder shall be entitled  to
exercise its right to demand that all Shareholders subscribe for additional
Shares  pursuant  to Section 4.4(b) and (ii) OMNI International and Waldman
agree to cause their  respective  representatives on the Board of Directors
to authorize borrowings under the Promissory  Note  prior  to  seeking  any
additional financial support from the Shareholders.

     Section  4.d  ADDITIONAL  FINANCIAL  SUPPORT.   (a)   Each Shareholder
shall,  upon  the   approval  of  the  Board  of  Directors, subscribe  for
additional Shares and/or provide to or for the benefit of the Joint Venture
Company or its Subsidiaries, in order to secure or  otherwise  provide  for
the  conduct  or  expansion  of  Operations, guarantees or bank guarantees,
letters of credit, performance bonds, indemnities and other similar support
to the limits which shall be determined  from  time to time by the Board of
Directors, in proportion to the number of Shares  owned by such Shareholder
or  as  otherwise  mutually  agreed to by each of them  and  the  Board  of
Directors; provided that a Shareholder will not be obligated to perform its
obligations under this Section 4.4(a), if within 30 days of the approval of
such  obligation  by  the  Board  of   Directors,  such  Shareholder  seeks
arbitration in accordance with the provisions  of  Section  15.6 hereof and
receives  a  final  decision of the arbitrators stating that no  legitimate
business reason exists to support the decision of the Board of Directors to
demand additional financial support from the Shareholders.  Each additional
Share issued by the Joint  Venture  Company pursuant to this Section 4.4(a)
shall  be  issued in exchange for consideration  valued  by  the  Board  of
Directors to  be  equivalent  to the book value per Share of the issued and
outstanding  Shares as of the end  of  the  Joint  Venture  Company's  most
recently ended  fiscal  quarter  as determined from the quarterly financial
statements prepared in accordance  with  Section  8.2(c)  hereof  for  such
quarter.

          (b)  Notwithstanding  the  provisions  of Section 4.4(a), at  any
time  or  times  during  the  term of this Agreement, any  Shareholder  may
unilaterally demand that all Shareholders  subscribe  for additional Shares
in the Joint Venture Company, which shall be subscribed  to,  and purchased
by,  each  Shareholder  in  proportion  to  the  percentage  of  the  total
outstanding  Shares  then owned by such Shareholder.  No more than USD $4.0
million shall be required  to  be  paid  in the aggregate for Shares issued
pursuant to this Section 4.4(a), each of which  shall be issued in exchange
for cash equal to the book value per Share of the  issued  and  outstanding
Shares  as  of  the end of the Joint Venture Company's most recently  ended
fiscal  quarter as  determined  from  the  quarterly  financial  statements
prepared  in  accordance  with  Section  8.2(c) hereof for such quarter. No
Shareholder will have the right to seek arbitration  with  respect  to  any
demand made pursuant to this Section 4.4(b).

     Section  5.b LOANS BY SHAREHOLDERS OR AFFILIATES.  Except as otherwise
provided herein, no Shares shall be issued to a Shareholder for advances of
money to the Joint  Venture  Company by such Shareholder or its Affiliates.
Any Shareholder or its Affiliates  may  lend  funds  to  the  Joint Venture
Company upon the prior approval of the Board of Directors.  Any  loan  made
by a Shareholder or an Affiliate thereof to the Joint Venture Company shall
be upon terms and conditions (including interest) as the Board of Directors
shall  determine  and  all  such  loan  payments  which have become due and
payable shall be made prior to any distributions to the Shareholders of the
Joint  Venture  Company  to  be  made  after  the date of  the  loan.   The
Shareholders and their Affiliates will have the  right to lend funds to the
Joint  Venture  Company  in  accordance with their proportionate  ownership
interests  in  the  Joint Venture  Company,  but  no  Shareholder  nor  any
Affiliate thereof shall  be  required  to  lend  funds to the Joint Venture
Company.   Except  as  otherwise  approved  by  the  Board   of  Directors,
undistributed earnings and profits of the Joint Venture Company  shall  not
be considered an advance of money to the Joint Venture Company.

     Section 6.b FAILURE TO FULFILL OBLIGATIONS OF SECTION 4.4.  Should any
Shareholder (the "Defaulting Party") or Affiliate thereof fail to subscribe
for any additional Shares required to be subscribed for by such Shareholder
pursuant  to  Section 4.4 hereof at the times or in the amounts required of
it, any other Shareholder  may,  at  its  sole  option,  subscribe for such
Shares; provided, however, that the Shareholder which intends  to  exercise
this  option  (the  "Contributing  Party")  shall  provide  notice  of  its
intention  to  the  Defaulting Party, and the Defaulting Party shall have a
reasonable period of  time under the circumstances, taking into account the
schedule  to  which  such   additional  capital  is  needed  to  carry  out
Operations, but not to exceed  thirty  (30)  days,  to  subscribe  for such
Shares.  Shares issued to a Contributing Party pursuant to this Section 4.6
shall  be  issued  for  the  same  amount  and type of consideration as was
required of the Defaulting Party.

     Section  7.b  ADVANCES  ON GUARANTEES.  Funds  actually  paid  by  any
Shareholder,  or  its  Affiliates,  pursuant  to  any  guarantees  provided
pursuant to Section 4.4  hereof  shall, for the purposes of this Agreement,
be thereafter treated as an advance or loan to the Joint Venture Company as
if it had been provided as contemplated in Section 4.5 hereof.

     Section 8.b LIMITED LIABILITY.   Neither  Shareholder  shall  have any
funding  obligation  or  liability to the Joint Venture Company beyond  its
obligations pursuant to this  Article  4,  except  as  provided  by  law or
otherwise expressly provided for in this Agreement.

     Section  9.b WORKING CAPITAL.  The parties hereto agree that the Joint
Venture  Company  shall  retain  from  the  initial  subscriptions  of  the
Shareholders  and  additional  subscriptions  such funds as are required to
provide  the  working  capital  necessary for the operation  of  the  Joint
Venture Company in such amounts as  may  be determined from time to time by
the Board of Directors in  the approved annual operating budget.

     Section 10.b IN KIND CONTRIBUTIONS.  All Shareholders must approve the
type  and  value of any contribution that is  made  to  the  Joint  Venture
Company  in  kind,   except   for   in  kind  contributions  made  by  OMNI
International pursuant to Section 4.1(a)(i), which shall be governed by the
specific provisions of that Section.

                             ARTICLE V
              MANAGEMENT OF THE JOINT VENTURE COMPANY

     Section 1.b BOARD OF DIRECTORS.   (a)   Except  as otherwise expressly
set forth herein, in the Articles of Association or in  the  Memorandum  of
Association, the business and affairs of the Joint Venture Company shall be
managed  by or under the direction of the Board of Directors.  The Board of
Directors  shall  have  the  power  and  authority  to  make  all decisions
concerning  the  management  and affairs of the Joint Venture Company,  and
shall be empowered to authorize  all  things necessary, proper or desirable
to carry out the business of the Joint  Venture Company.  To the extent not
inconsistent with the terms of this Agreement,  the Articles of Association
or the Memorandum of Association, the Board of Directors may establish such
guidelines regarding its operations and functions  as it deems necessary or
desirable.  The Board of Directors shall consist of  five members, three of
whom  shall  be  nominated by OMNI International (together  with  any  OMNI
Transferees) and two  of  whom shall be nominated by Waldman (together with
any Waldman Transferees).   Each  member  of  the  Board of Directors shall
serve a term of one year and until his successor is  elected and qualified.
OMNI International hereby agrees to vote, and cause any  OMNI Transferee to
vote,  its  Shares so as to cause the nominees of Waldman and  the  Waldman
Transferees to  be  elected  to  the Board of Directors; and Waldman hereby
agrees to vote, and cause any Waldman Transferees to vote, his Shares so as
to cause the nominees of OMNI International  and  OMNI  Transferees  to  be
elected  to  the Board of Directors.  By the execution and delivery of this
Agreement, OMNI International and Waldman hereby nominate and agree to vote
in favor of and shall elect the following persons as the initial members of
the Board of Directors:   David  A. Jeansonne, Steven T. Stull and Roger E.
Thomas,  OMNI  International's  nominees,   and  Edwin  Waldman  Attie  and
Florencia Lovardo, Waldman's nominees.

     Section  2.a  OFFICERS.   (a)  The principal  officers  of  the  Joint
Venture Company shall be (i) a President ("President"), who, subject to any
limitations as the Board of Directors  may from time to time impose and the
provisions of the Articles of Association  and  Memorandum  of Association,
shall  be  responsible for (a) overall strategic planning and direction  of
the Joint Venture  Company and any Subsidiary, (b) marketing and high-level
customer relations,  (c)  ensuring human resources are available to perform
the Operations in the Territory,  (d) compliance with all laws, ordinances,
regulations and orders of governmental authorities having jurisdiction over
the Company, any Subsidiary or the  Operations  (e)  local  liaison matters
(including  political,  economic, social, regulatory and related  matters),
and (f) management and administration of the line-cutting business, affairs
and activities of the Joint  Venture  Company and ensuring the line-cutting
business is properly integrated with the other aspects of the Joint Venture
Company's   business;   (ii)  an  International   Manager   ("International
Manager"), who, subject to  any  limitations  as the Board of Directors may
from time to time impose and the provisions of  the Articles of Association
and  Memorandum  of  Association,  shall  be responsible  for  the  survey,
drilling and helicopter support business, affairs  and  activities  of  the
Joint  Venture  Company;  and  (iii)  a  chief  financial  officer  ("Chief
Financial  Officer"),  who,  subject  to  the provisions of the Articles of
Association and Memorandum of Association,  shall oversee and supervise the
JV Administration.  Each of the President and  International  Manager shall
have  full power and authority to take any action and to do all  things  on
behalf  of  the Joint Venture Agreement and any Subsidiary deemed necessary
to the performance  of  his duties, as set forth above, subject only to the
direction and supervision  of  the  Board  of Directors.  The International
Manager shall participate in strategic planning  and marketing of the Joint
Venture Company and each of the President and International  Manager  shall
consult  with one another and shall exchange information on a regular basis
with respect  to  such  matters.   The President, International Manager and
Chief Financial Officer shall be appointed  by  the  Board of Directors and
each shall report directly to the Board of Directors.   OMNI  International
shall  nominate  the International Manager and Chief Financial Officer  and
any replacements thereof.   Waldman  and OMNI International shall cause the
Joint Venture Company to enter into the  Employment  Agreement with Waldman
as  soon  as  practicable after the date hereof, which shall  provide  that
Waldman shall be employed as President of the Joint Venture Company subject
to the specific terms and conditions thereof.

          (b)  Other  subordinate  officers  of  the  Joint Venture Company
shall  be  appointed  from time to time by the President,  subject  to  the
approval of the Board of Directors.

     Section 3.b RESOLUTION  OF  DISPUTES.   If any dispute or disagreement
between  the  Shareholders shall arise relating  to  any  matter  requiring
unanimous approval  of  the Shareholders under this Agreement, the Articles
of  Association or the Memorandum  of  Association  or  otherwise  in  this
Agreement,  the representatives of each Shareholder serving on the Board of
Directors shall  communicate  with  each  other  promptly  with  a  view to
resolving  such  dispute  or  disagreement  within  the  next  60  days  of
commencing  their  negotiations  (or  such  extended period as the Board of
Directors shall agree appropriate, which in no case shall exceed 120 days).
If the matter upon consideration by the Board  of Directors fails to obtain
concurrence  or  otherwise  be satisfactorily resolved  within  the  period
prescribed herein, either Shareholder may submit such matter to arbitration
in accordance with the applicable provisions of Section 15.6 hereof.

                            ARTICLE VI
         OPERATIONAL AND ADMINISTRATIVE SUPPORT; AIRCRAFT

     Section 1.b OPERATIONAL AND ADMINISTRATIVE SUPPORT.

          (a)  General.  OMNI  or an Affiliate thereof shall assign certain
of its employees to provide operational  and  administrative support to the
Joint  Venture  Company,  including  the Chief Financial  Officer  and  the
International Manager.  These individuals  will remain employees of OMNI or
such Affiliate and will be borrowed, assigned  or otherwise seconded by the
Joint  Venture  Company  pursuant  to the terms of the  Borrowed  Servants'
Agreement.

          (b)  Conflicts  of  Interest.    Each  member  of  the  Board  of
Directors shall be permitted to consider and  vote  upon  contracts between
the  Joint Venture Company and a Shareholder or its Affiliates,  and,  upon
written  approval  thereof,  with full disclosure of any material terms and
conditions relating to such contracts,  by the Board of Directors with such
full disclosure, such contracts shall be  valid  and binding upon the Joint
Venture  Company  and  the other party thereto and no  party  to  any  such
contract shall exercise  any  rights otherwise existing at law to challenge
the validity of any such contract  on  the basis of such self-interest, all
of which are hereby waived.

     Section 2.b AIRCRAFT.

          (a)  Unless authorized by a resolution of the Board of Directors,
the Joint Venture Company shall not take  title  to  any helicopters, other
aircraft or related equipment.

          (b)  In  order to provide helicopter support  operations  in  the
Territory to the onshore  geophysical  industry,  upon  the  request of the
Board of Directors, OMNI or one of its Affiliates thereof shall   lease  to
the  Joint Venture Company from time to time such helicopters, aircraft and
other  related  assets  as  are  needed pursuant to terms and conditions as
negotiated between the Joint Venture  Company  and  OMNI  or its Affiliate;
provided  that  such  terms  shall include a provision by which  all  funds
received by the Joint Venture  Company from the operation of such assets in
excess of the actual costs of operating  such  assets shall be paid 50% for
the account of OMNI or its Affiliate, as the case  may  be, and 50% for the
account of the Joint Venture Company.

                            ARTICLE VII
                       LIABILITY OF PARTIES

     Section 1.b LIABILITY; INDEMNITY.

          (a)  Each  party hereto represents, warrants and  covenants  with
the other parties hereto and for the benefit of any other Shareholders that
on the date hereof and at the Closing its and its Affiliates' activities by
or  on  behalf  of  or  related  to  the  Joint  Venture  Company  and  its
Subsidiaries shall not violate  any  applicable  law,  ordinance,  rule  or
regulation  of any governmental agency or authority, incident or applicable
to its performance  of  this Agreement and shall indemnify, defend and hold
the Joint Venture Company,  its Subsidiaries, the parties hereto, any other
Shareholders  and  their respective  Affiliates  harmless  from  any  loss,
liability, damage, claim  or  expense  actually  incurred,  arising from or
related to the failure of such party or its Affiliates to comply  with  any
such laws, ordinances, orders, rules or regulations.

          (b)  Each party hereto shall indemnify, defend and hold the Joint
Venture  Company  and  its  Subsidiaries, the other parties hereto, and any
other Shareholders and their  respective  Affiliates  harmless  against any
loss, liability, damage, claim or expense which the Joint Venture  Company,
its Subsidiaries, or any other party hereto, and any other Shareholders and
their  respective  Affiliates may incur as a result of such party's failure
to comply with its obligations  under  or  related to this Agreement unless
such party was acting in good faith and with  reasonable  care  in  what it
reasonably  believed  to  be  its  scope  of  authority  set  forth in this
Agreement or any related agreement and in the best interests of  the  Joint
Venture Company.

          (c)  Waldman  will indemnify, defend and hold harmless OMNI, OMNI
International, the Joint  Venture  Company  and  the  respective  officers,
directors,  shareholders  and Affiliates of each of the foregoing from  and
against all loss, liability,  damage, claim or expense which may be imposed
upon or reasonably incurred by  such  Person,  in  any  way  relating to or
arising out of or alleged to be attributable to, related to or  arising out
of the operations of Waldman or his Affiliates, including Liderco, prior to
the  Closing,  including  without  limitation any claim, suits, actions  or
proceedings by the employees of Liderco and any governmental authority.

          (d)  The indemnification provided  by  this Article 7 shall be in
addition   to   any   other   rights  to  which  the  Person  entitled   to
indemnification may be entitled  under any agreement, as a matter of law or
otherwise, both as to an action in such Person's capacity as a Shareholder,
member of the Board of Directors or  otherwise, or to any action in another
capacity, and shall continue as to any  Person  who  has ceased to serve in
such  capacity.  All of the indemnification provisions  contained  in  this
Article   7   shall   survive  any  termination  of  this  Agreement.   The
indemnification provided  in  this  Article  7  is  for  the benefit of the
Persons   specified   herein   and   their  respective  successors,   legal
representatives and permitted assigns and shall not be deemed to create any
right to indemnification in favor of, or from, any other Person.

          (e)  No Person shall be denied  indemnification  in  whole  or in
part  under  this  Article  7  because  such  Person had an interest in the
transaction  with  respect  to which the indemnification  applies,  if  the
transaction was otherwise permitted by the terms of this Agreement.

          (f)  All of the indemnification  provided in this Article 7 shall
include reasonable attorney's fees, including  expenses  and  court  costs,
other   investigative   and  defense  expenses  and  reasonable  settlement
payments.

          (g)  Promptly after  receipt  by  a  Person indemnified under any
express provision of this Agreement (the "Indemnified  Party") of notice of
the  commencement  of  any  action  against  the  Indemnified  Party,  such
Indemnified  Party  shall  give  notice  to  the  Person  or  Persons  (the
"Indemnifying Party") obligated to indemnify the Indemnified Party pursuant
to  the express provisions of this Agreement.  The Indemnifying Party shall
be entitled  to participate in the defense of the action and, to the extent
that it may elect  in  its  discretion by written notice to the Indemnified
Party, to assume the control  and defense and/or settlement of such action;
provided,  however,  that:   (i) the  Indemnifying  Party  acknowledges  in
writing  its  indemnity  obligations   for   such  matter,  (ii)  both  the
Indemnifying Party and the Indemnified Party must  consent and agree to any
settlement  of any such action, except that if the Indemnifying  Party  has
reached a bonafide  settlement  agreement with the plaintiff(s) in any such
action  and the Indemnified Party  does  not  consent  to  such  settlement
agreement,  then  the  dollar  amount specified in the settlement agreement
shall act as an absolute maximum limit on the indemnification obligation of
the Indemnifying Party, and (iii)  if  the  defendants  in  any such action
(including any impleaded parties) include both the Indemnifying  Party  and
the  Indemnified Party and if the Indemnified Party shall have been advised
by its  counsel,  and,  if  required by the Indemnifying Party, independent
counsel selected by the parties  (with  the  costs  and  expenses  of  such
independent  counsel  to  be  paid  by  the  Indemnifying Party unless such
independent counsel ascertains that no separate  defense  is  available, in
which case such costs and expenses shall be paid by the Indemnified  Party)
agrees  with  such  counsel,  that there are legal defenses available to it
which are in conflict with those  available to the Indemnifying Party, then
the Indemnified Party shall have the  right  to  select separate counsel to
assert such legal defenses and otherwise to participate  in  the defense of
such  action  on  behalf  of  the  Indemnified  Party,  and  the  fees  and
disbursements  of  such  separate  counsel  shall be included in the amount
which  the Indemnified Party is entitled to recover  under  the  terms  and
subject  to  the  conditions of this Agreement.  The parties will cooperate
with each other in  the defense of any such action and the relevant records
of each shall be available to the other with respect to such defense.

                           ARTICLE VIII
                       BUDGET AND ACCOUNTING

     Section 1.g BUDGET.   The  President  and  the Chief Financial Officer
shall jointly prepare and submit to the Board of Directors an annual budget
and  business plan for review and approval at a meeting  of  the  Board  of
Directors  at  least  45  days  in advance of each fiscal year.  The annual
budget and business plan shall consist of an annual operating budget and an
annual  capital  budget.   The  annual   operating   budget  shall  contain
management  authority  limits for all expenses and categories  of  expenses
that the President and the Chief Financial Officer believe will be required
to enable the Joint Venture Company and its Subsidiaries to discharge their
respective obligations in  the  coming  fiscal  year.   The  annual capital
budget  shall  contain estimates of Operations during the fiscal  year  and
projections  of additional financial support, working capital or guarantees
expected to be  required of the Shareholders and their Affiliates, together
with such other information  as  the  President  and  the  Chief  Financial
Officer  deem  necessary  or  appropriate.   Any  expenditure  made  by the
President  or  the  Chief  Financial Officer on behalf of the Joint Venture
Company or any Subsidiary in  amounts  provided for in the annual operating
budget, as it may be revised from time to time and approved by the Board of
Directors will not require additional advance  approval  of  the  Board  of
Directors.

     Section 2.g JV ADMINISTRATION.

          (a)  General.   Subject  to  the  terms  and  conditions  of this
Agreement,  the  JV  Administration  shall  be  conducted,  or caused to be
conducted,  by  the  Chief Financial Officer, subject to the direction  and
supervision  of  the  Board  of  Directors.  OMNI,  the  Shareholders,  the
President, the International  Manager and the Chief Financial Officer shall
exchange  information  on  a  regular   basis   with   respect  to  the  JV
Administration.  The  Chief  Financial  Officer shall have full  power  and
authority  to take any action and do all things  on  behalf  of  the  Joint
Venture Company  and  any  Subsidiary deemed necessary in the conduct of JV
Administration, and shall:   (i)  keep  or  cause  to  be kept complete and
accurate  books and records with respect to the Joint Venture  Company  and
any Subsidiary's  business  in accordance with  good business practices and
U.S. generally accepted accounting  principles,  consistently applied; (ii)
arrange  for  the  audit of the annual financial statements  of  the  Joint
Venture Company and  its Subsidiaries and maintain the records of the Joint
Venture Company and its  Subsidiaries  for  the  required length of time as
required  for  statutory  and  tax  purposes;  and (iii)  arrange  for  the
maintenance of the Joint Venture Company's and its  Subsidiaries' statutory
records as required in all applicable jurisdictions and  prepare  and make,
or cause to be prepared and made on the Joint Venture Company's behalf, all
annual statutory filings, notices and other documents required to be  filed
with  any governmental authority as a result of the Operations.  Except  as
otherwise  expressly  provided  in this Agreement or in a resolution of the
Board of Directors, all other aspects  of  financial  administration (e.g.,
establishing   and  maintaining  accounts  at  banks  or  other   financial
institutions, maintaining  custody  of checkbooks and making disbursements,
receipt of remittances from the Operations,  placement  of surplus funds in
time  or  demand  deposits  and  other  temporary  investments and  foreign
exchange dealings), shall also be exercised by the Chief Financial Officer.

          (b)  Auditors.   Arthur  Andersen  LLP  or  any   other  firm  of
independent  public accountants designated by the Board of Directors  shall
be the auditors  of  the  Joint  Venture  Company and its Subsidiaries and,
subject to the approval of the Board of Directors,  shall  take such action
as its necessary to comply with any applicable laws.

          (c)  Financial  Statements.   The  Chief Financial Officer  shall
prepare and deliver or cause to be prepared and  delivered  to OMNI and the
Shareholders:

               (i)  As  soon as available and in any event within  45  days
     after the last day of  the Joint Venture Company's fiscal year, copies
     of consolidated balance  sheets,  statements  of  income and earnings,
     cash  flow and shareholders' equity, as of the close  of  such  fiscal
     year, prepared  in  accordance with U.S. generally accepted accounting
     principles, all in reasonable  detail  and stating in comparative form
     the  figures  as  of the close of and for the  previous  fiscal  year,
     accompanied by a report  thereon  from  the  Joint  Venture  Company's
     auditors  to  the  effect  that such consolidated financial statements
     present fairly, in all material  respects,  the financial condition of
     the  Joint  Venture Company on a consolidated basis  as  of,  and  the
     results of operations and cash flows for, the periods covered thereby,
     in accordance  with  U.S.  generally  accepted  accounting principles,
     consistently  applied, and that the examination of  such  auditors  in
     connection with  such financial statements has been made in accordance
     with  U.S.  generally  accepted  auditing  standards  and  accordingly
     includes such  tests  of  the  accounting records of the Joint Venture
     Company  and  such  other  auditing   procedures  as  were  considered
     necessary in the circumstances;

               (ii) As soon as available, and  in  any event within 21 days
     after  the  last  day  of each of the Joint Venture  Company's  fiscal
     quarters, copies of internally  prepared  consolidated  balance sheets
     and  statements  of  income  and earnings, cash flow and shareholders'
     equity of the Joint Venture Company,  as  of the close of and for such
     fiscal quarter and, on a cumulative basis,  for  the fiscal year up to
     the  close  of such fiscal quarter, prepared in accordance  with  U.S.
     generally accepted  accounting principles setting forth in comparative
     form the corresponding  period  for the preceding fiscal year, in each
     case  in  reasonable  detail  (but not  including  footnotes  to  such
     unaudited consolidated financial  statements)  and certified as fairly
     representing the financial condition of the Joint Venture Company on a
     consolidated  basis,  subject  to  changes  resulting   from  year-end
     adjustments,  by  the Chief Financial Officer on behalf of  the  Joint
     Venture Company;

               (iii) From  time  to  time  with  reasonable promptness such
     other  financial  information  of the Joint Venture  Company  and  its
     Subsidiaries including all management  control  letters  issued by the
     Joint Venture Company's auditors whether or not specifically requested
     by OMNI or the Shareholders; and

               (iv)  Copies  of  all  public  financial pronouncements  and
     financial   statements  and  reports,  including   tax   returns   and
     informational reports filed with government agencies.

          (d)  Inspection  of  Records.   Each  Shareholder  shall have the
right upon reasonable notice to inspect the books and records  of the Joint
Venture  Company  and  its  Subsidiaries, which books and records shall  be
maintained at the Joint Venture  Company's principal place of business, and
shall be made available to representatives  of  all  Parties during regular
business hours.

          (e)  Fiscal Year.  The fiscal year of the Joint  Venture  Company
shall  end  on  the 31st day of December in each year with the first fiscal
year to end on December 31, 1998.

                             ARTICLE IX
                             INSURANCE

     Section 1.e  INSURANCE.   (a)   The  President  shall  cause the Joint
Venture Company and its Subsidiaries to purchase and maintain in full force
and  effect  all  appropriate  policies  of  insurance on its property  and
equipment used in the performance of Operations,  and against such risks as
are from time to time required by the Board of Directors.

          (b)  The President shall insure that all  policies  of  insurance
maintained  pursuant  to  this  Article  9,  including liability limits and
retention levels, shall be in such amounts as  are  required  from  time to
time  by the Board of Directors and shall comply at all times with coverage
and liability  limits established or required by any applicable law or as a
condition  to performing  any  Operations  being  performed  or  for  which
contracts have  been  awarded.   All insurance coverage shall (i) be placed
with companies, and in such form,  as shall be customary in the geophysical
industry, (ii) be approved from time  to  time  by  the Board of Directors,
(iii)  contain  provisions  regarding  waivers  of  rights  of  subrogation
thereunder  against any assured named in such policy and  any  assignee  of
such assured,  (iv) shall name the Shareholders as additional insureds, and
(v)  shall be endorsed  to  be  primary  to  any  other  insurance  of  the
Shareholders.  All insurance policies shall be evidenced by certificates of
insurance  indicating that the policies shall not be cancelled or partially
altered without  30 days prior notice to the Joint Venture Company and each
Shareholder.  The  President  shall promptly investigate and report to each
Shareholder, the Board of Directors  and  to  the  appropriate insurers all
accidents and claims for damage relating to the Operations.

     Section 2.b RELATIONSHIP TO INDEMNIFICATION.  Each party hereto agrees
that if any claim is made under any insurance policy maintained pursuant to
this Article 9 that covers any liabilities or losses  also  covered  by the
indemnification  provisions  of  Article  7,  the  Person  entitled to such
indemnity shall (a) acknowledge and accept as satisfaction of  any  amounts
due under Article 7 the amount of any insurance proceeds reimbursed and (b)
not be entitled to enforce its rights pursuant to Article 7 otherwise until
any  such  claim  is  negotiated  and settled with the Person insuring such
liability or loss; provided, that if  any such liabilities or losses exceed
the  amount  reimbursed by insurance, such  Person  shall  be  entitled  to
enforce the terms and provisions of Article 7 to recover the excess.

                             ARTICLE X
                  REPRESENTATIONS AND WARRANTIES

     Section  1.b   REPRESENTATIONS   AND   WARRANTIES  OF  OMNI  AND  OMNI
INTERNATIONAL.  In order to induce Waldman to enter into this Agreement and
take the other actions set forth in this Agreement,  each  of OMNI and OMNI
International represents and warrants to Waldman on the date  hereof and at
the Closing as follows:

          (a)  Organization, Existence and Corporate Power.  Each  of  OMNI
     and OMNI International  is  a  corporation  duly incorporated, validly
     existing and in good standing under the laws  of  the  jurisdiction of
     its  incorporation.   Each  of  OMNI  and OMNI International  has  all
     requisite  power  and  authority  and all necessary  governmental  and
     regulatory  licenses,  permits  and authorizations  to  carry  on  its
     business as it has been and is now  being  conducted  and  to  own and
     lease  its  properties  and  assets  used  in  connection therewith to
     execute and deliver this Agreement and to carry  out  its  obligations
     under this Agreement  except to the extent that, as to such  licenses,
     permits and authorizations, such failures that would not, individually
     or  in the aggregate, have a material adverse effect on the execution,
     delivery and performance of this Agreement.

          (b)  Authorization  and  Execution.   The execution, delivery and
     performance of this Agreement and the consummation of the transactions
     contemplated thereby have been duly authorized  and  approved  by  all
     requisite   corporate   and   shareholder  action  of  OMNI  and  OMNI
     International, and this Agreement  constitutes  the  legal,  valid and
     binding obligation of  each of OMNI and OMNI International enforceable
     against   it  in  accordance with its terms except to the extent  that
     such enforceability  may be limited by bankruptcy, insolvency or other
     similar laws relating  to  creditors'  rights generally and by general
     principles of equity.

          (c) Conflict.  Neither the execution, delivery and performance by
     OMNI or OMNI International of this Agreement  nor  the consummation of
     the transactions contemplated hereby will result in  a  breach  of, or
     constitute  a default under, or conflict with, or give rise to a right
     of termination  of,  or accelerate the performance required by (i) the
     charter documents and  by-laws  or the equivalent thereof of either of
     OMNI or OMNI International; (ii)  the  terms  of any agreement, lease,
     mortgage, indenture or other instrument to which  either  of  OMNI  or
     OMNI  International  is  a  party  or  by  which   it  or  any of  its
     Affiliates is bound; or (iii) any judgment, decree order or  award  of
     any  court,  governmental  body  or  arbitrator,  or  any law, rule or
     regulation applicable to either of OMNI or OMNI International  or  its
     property  or assets, except for violations, conflicts or defaults that
     would not,  individually  or in the aggregate, have a material adverse
     effect on the execution, delivery  and  performance of this Agreement,
     in the case of the clauses (ii) and (iii) above.

          (d) Consent.  Neither the execution,  delivery and performance by
     OMNI or OMNI International of this Agreement  nor  the consummation of
     the  transactions contemplated hereby requires any registration  with,
     consent  of approval of, or notice to, or other action to, with or by,
     any governmental authority or regulatory body or any other Person.

     Section 2.d  REPRESENTATIONS  AND  WARRANTIES OF WALDMAN.  In order to
induce OMNI and OMNI International to enter  into  this  Agreement and take
the  other  actions  set  forth  in  this  Agreement, Waldman warrants  and
represents to each of OMNI and OMNI International on the date hereof and at
the Closing as follows:

          (a) Authorization; Execution and Enforceability.  Waldman has the
     full legal right, power and authority to  execute  deliver and perform
     this Agreement and the other agreements, instruments  or  documents to
     be executed pursuant to this Agreement (the "Related Agreements")  and
     to  consummate  the transactions contemplated hereby and thereby. This
     Agreement  has  been  duly  executed  and  delivered  by  Waldman  and
     constitutes, and  the  Related Agreements to be executed by Waldman in
     connection with the transactions  contemplated  hereby  when  executed
     will  be  duly  executed and delivered and will constitute, the legal,
     valid and binding  obligations  of Waldman enforceable against Waldman
     in accordance with their respective  terms  except  to the extent that
     such enforceability may be limited by bankruptcy, insolvency  or other
     similar  laws  relating  to creditors' rights generally and by general
     principles of equity.

          (b) Conflict.  Neither the execution, delivery and performance by
     Waldman  of  this  Agreement   or   any  Related  Agreements  nor  the
     consummation of the transactions contemplated  hereby  or thereby will
     result  in  a  breach  of, or constitute a default under, or  conflict
     with, or give rise to a  right  of  termination  of, or accelerate the
     performance  required  by  (i)  the  terms  of  any agreement,  lease,
     mortgage, indenture or other instrument to which  Waldman   is a party
     or by which Waldman, any of his Affiliates, the property or assets  of
     any  of  the  foregoing, the Assets or the Contracts are bound or (ii)
     any judgment, decree order or award of any court, governmental body or
     arbitrator, or any law, rule or regulation applicable to  Waldman, any
     of his Affiliates, the property or assets of any of the foregoing, the
     Assets or the Contracts,  except for violations, conflicts or defaults
     that would not, individually  or  in  the  aggregate,  have a material
     adverse  effect  on  the execution, delivery and performance  of  this
     Agreement and the Related Agreements.

          (c) Consent.  Neither  the execution, delivery and performance by
     Waldman of this Agreement, the Related Agreements nor the consummation
     of  the  transactions contemplated  hereby  or  thereby  requires  any
     registration  with,  consent  of  approval  of, or notice to, or other
     action to, with or by, any governmental authority  or  regulatory body
     or any other Person.

          (d)    Investment.     Waldman   hereby   makes   the   following
     representations with respect  to  any shares of OMNI Common Stock that
     may be issued to Waldman pursuant to this Agreement (collectively, the
     "Restricted Securities").

               (i)  Waldman  is acquiring  the  Restricted  Securities  for
     investment for his own account  and not with a view to, or for sale or
     other disposition in connection with,  any  distribution of all or any
     part  thereof  except  (i) in an offering covered  by  a  registration
     statement filed with the  Securities and Exchange Commission under the
     Securities Act of 1933, as  amended  (the  "Securities Act"), covering
     the Restricted Securities or (ii) pursuant to  an applicable exemption
     under  the  Securities  Act.  In receiving the Restricted  Securities,
     Waldman is not offering or  selling,  and will not offer and sell, for
     OMNI in connection with any distribution  of  such  OMNI Common Stock,
     and  Waldman  does  not have any contract, undertaking,  agreement  or
     arrangement with any  person  for  the  distribution of the Restricted
     Securities  and  will not participate in any  undertaking  or  in  any
     underwriting  of  such   an  undertaking  except  in  compliance  with
     applicable law.

               (ii) Waldman represents  that he is an "accredited investor"
     as that term is defined in Regulation  D  under the Securities Act and
     that he is able to fend for himself and can  bear the economic risk of
     his investment in the Restricted Securities.

               (iii) Waldman has such knowledge and experience in financial
     and business matters that he is capable of evaluating  the  merits and
     risks of an investment in the Restricted Securities.

               (iv)  Waldman  has  also been afforded access to information
     about  OMNI  and  OMNI's financial  position,  results  of  operation,
     business, property and management sufficient to enable him to evaluate
     an  investment  in  the   Restricted   Securities,  and  has  had  the
     opportunity to ask questions of and has  received satisfactory answers
     from OMNI concerning the foregoing matters.

               (v)  Waldman  understands  that  the  Restricted  Securities
     acquired pursuant hereto has been registered  under the Securities Act
     on the basis that all sales provided for in this  Agreement are exempt
     from registration under the Securities Act, and that  OMNI's  reliance
     on  such  exemption  is based, in part, upon Waldman's representations
     set forth herein.

               (vi) Waldman understands that the Restricted Securities will
     not be registered under  the  Securities Act, that such shares will be
     "restricted  securities"  as  that   term   is  defined  in  Rule  144
     promulgated  by  the  Securities  and  Exchange Commission  under  the
     Securities Act, and that Waldman cannot  transfer  such  shares unless
     they  are subsequently registered under the Securities Act  and  under
     any applicable  state  securities law or are transferred in a transfer
     that, in the opinion of  counsel  satisfactory to OMNI, is exempt from
     such registration. Waldman further  understands  that  OMNI will, as a
     condition to the transfer of any such shares, require that the request
     for  transfer  be  accompanied by an opinion of counsel, in  form  and
     substance satisfactory  to  OMNI,  to  the  effect  that  the proposed
     transfer does not result in a violation of the Securities Act  or  any
     applicable state securities law, unless such transfer is covered by an
     effective   registration   statement.  Waldman  understands  that  the
     Restricted Securities may not  be  sold  publicly  in  reliance on the
     exemption from registration under the Securities Act afforded  by Rule
     144  unless  and until the minimum holding period (currently one year)
     and other requirements of Rule 144 have been satisfied.

               (vii)  Waldman  understands and agrees that all certificates
     evidencing  the  Restricted  Securities  issued  hereunder  will  bear
     restrictive legends in substantially the following form:

               The    securities   represented    by    this
               certificate  have  not  been registered under
               the Securities Act of 1933,  as  amended (the
               "Act"), or any applicable state law,  and may
               not be transferred without registration under
               the  Act and any such state law or an opinion
               of counsel  satisfactory  to  the corporation
               that registration is not required.

                            ARTICLE XI
                       TRANSFER RESTRICTION

     Section 1.d NO TRANSFER.  Except as expressly provided in this Article
11,  no  Shareholder  shall offer, transfer, sell,  assign,  give,  pledge,
hypothecate or otherwise  dispose  of  or  grant  a security interest in or
encumber, whether voluntarily, involuntarily or by  operation  of  law,  or
take any action that effects or may effect all or any part of the foregoing
(a  "Transfer"), any Shares owned by it or any legal or beneficial interest
therein.   Neither  the  foregoing  sentence  nor  any  provision  of  this
Agreement  shall  be  construed  to  prevent (and the parties hereto hereby
expressly approve of) (i) the Transfer  of  any  or  all  Shares owned by a
Shareholder  to  an  Affiliate  of  such  Shareholder;  provided  that  the
Shareholder  making  such assignment shall nevertheless remain jointly  and
severally liable for all  of  its  obligations under this Agreement and the
Affiliate  to whom the Shares were transferred  shall  assume  all  of  the
terms, conditions,  provisions  and  obligations  under  this  Agreement by
executing  a counterpart hereof evidencing its acceptance of, and  agreeing
to be bound by, the terms and conditions of this Agreement; (ii) any pledge
of Shares owned  of  record  or  beneficially  by  OMNI  in order to secure
indebtedness  of  OMNI  or  any of its Affiliates; or (iii) any  pledge  of
Shares owned by Waldman or a  Waldman  Transferee to secure indebtedness of
Waldman  or  such  Waldman  Transferee  specifically  incurred  to  fund  a
subscription for Shares pursuant to Section  4.4  hereof; provided that (A)
the  loan secured by such a pledge is advanced by a  financial  institution
approved  by the Board of Directors and (B) the Board of Directors approves
the  terms of  the  loan  and  pledge,  which  shall  specifically  include
provisions granting OMNI International or OMNI Transferees a right of first
refusal  with  respect  to any Transfer by the financial institution of the
Shares so pledged.

     Section 2.d AUCTION.   (a)   At  any  time  during  the  term  of this
Agreement, any Shareholder (the "Offeror") shall have the right to offer to
buy  all,  but  not  less  than  all,  of  the  Shares  owned  by the other
Shareholder (an "Offer").  The Offer shall be in writing and set  forth the
price per Share the Offeror will pay for such Shares, which must be paid in
cash.

          (b)  Upon receipt of an Offer, the non-Offering Shareholder shall
have 30 days within which he may (i) accept the Offer and agree to sell his
Shares  to  the  Offeror  in accordance with the Offer or (ii) give written
notice to the Offeror that the non-Offering Shareholder desires to purchase
the Shares owned by the Offeror  for an amount higher than set forth in the
Offer  (the "Counter Offer").  If the  Offeror  does  not  receive  written
notice of  the  non-Offering  Shareholder's  decision  within  such  30-day
period,  the  non-Offering  Shareholder will be deemed for purposes of this
Section 11.2 to have accepted the Offer.

          (c)  If  the non-Offering  Shareholder  accepts  the  Offer,  the
Offeror shall have 30  days  from the actual or deemed notice of acceptance
of the non-Offering Shareholder  to purchase the non-Offering Shareholder's
Shares in accordance with the terms  of the Offer.  By accepting the Offer,
the non-Offering Shareholder agrees to  execute  and deliver or cause to be
executed and delivered any and all documents, instruments and agreements to
transfer  to  the  Offeror  good,  valid  and  marketable   title  to  such
Shareholder's  Shares,  free  and  clear  of  any and all liens, claims  or
encumbrances of any kind.

          (d)  If  the  non-Offering Party submits  a  Counter  Offer,  the
Offeror hereby agrees to  sell  its Shares for the price and upon the terms
set forth in the Counter Offer and  to  execute  and deliver or cause to be
executed  and delivered any and all documents, instruments  and  agreements
that may be  necessary  to transfer good, valid and marketable title to the
Offeror's Shares, free and  clear  of  any liens, claims or encumbrances of
any kind.

          (e)  If a Counter Offer is made but the purchase of the Offeror's
Shares is not completed within 30 days of  notice of the Counter Offer, the
Counter Offer will be deemed not to have been  made  and  the  non-Offering
Shareholder  will be deemed to have accepted the Offer; provided  that  the
failure to purchase  the  Shares  is  not  the  result of the breach by the
Offeror of Section 11.2(d) hereof, in which case  the  time  for completing
the purchase shall be extended until such breach is cured.

     Section 3.e PURCHASE OF WALDMAN SHARES.  (a)  If at anytime  prior  to
the   second  anniversary  of  the  Closing  the  Employment  Agreement  is
terminated  pursuant  to  Section  6(a)(i)  thereof,  then  OMNI,  any OMNI
Transferee  or any Affiliate of either of the foregoing may, at its option,
acquire all Shares  owned  by  Waldman  and any Waldman Transferees for USD
$50,000 for each 1% of the total outstanding  Shares  that the Shares to be
acquired represent.  If OMNI or one of its Affiliates desires  to  exercise
the option granted by this Section 11.3(a), it shall deliver notice of such
desire  to  Waldman  and/or  the  Waldman  Transferees  within  30  days of
termination  of the Employment Agreement and pay for such Shares within  45
days of such termination by wire transfer of immediately available funds in
U.S. dollars.

          (b)  Waldman  shall, and shall cause any Waldman Transferee, upon
the exercise of any option  granted  pursuant  to  this  Section  11.3 with
respect  to  all  Shares  owned by Waldman and the Waldman Transferees,  to
execute and deliver any and  all documents, instruments and agreements that
may be necessary to transfer good, valid and marketable title to the Shares
to be acquired, free and clear of all liens, claims and encumbrances of any
kind and take such further actions  as  OMNI  or  the  OMNI  Transferee may
reasonably request, including terminating the Employment Agreement  without
further  cost  to the Joint Venture Company and resigning, and causing  his
nominees to resign, from the Board of Directors.

     Section 4.b  RIGHT  OF  FIRST  REFUSAL.  (a)  From and after the fifth
anniversary of the Closing, Waldman or  a  Waldman Transferee (the "Selling
Shareholder") may transfer all, but not less  than all, of its Shares if it
has received a bona fide offer for such Shares  but  only after such Shares
shall  first  have  been  offered  for sale to OMNI and the  Joint  Venture
Company as hereinafter provided; provided,  however,  that  in no event may
Waldman or a Waldman Transferee Transfer Shares or any interest  therein to
a competitor or customer of the Joint Venture Company.

          (b)  Prior  to  any  such  Transfer of any Shares or any interest
therein by the Selling Shareholder, the  Selling  Shareholder  shall  first
address  to  OMNI  and the Joint Venture Company a Notice of Right of First
Refusal, which shall  identify  the person to whom such Shares are proposed
to be transferred and which shall  constitute  a written offer to sell such
Shares (the "Offered Shares") to OMNI and the Joint  Venture Company at the
per  share  price being offered by the Third Party for the  Offered  Shares
(the "Offered  Price").  The date that OMNI receives the Notice of Right of
First Refusal shall  be  referred  to  herein  as the "First Refusal Notice
Date."

          (c)  For a period of 30 days from the  First Refusal Notice Date,
OMNI shall have the sole and exclusive option to acquire all or any portion
of the Offered Shares at the Offered Price.  OMNI shall be entitled to give
written notice to the Selling Shareholder and to the  Joint Venture Company
within  30  days  from  the  First Refusal Notice Date of its  election  to
acquire all or any part of such Offered Shares.  Such notice shall refer to
the Notice of Right of First Refusal  and  shall  set  forth  the number of
Offered Shares to be acquired by OMNI.

          (d)  From the thirty-first day to the fiftieth day following  the
First  Refusal  Notice  Date,  the  Joint  Venture  Company  shall  have an
exclusive option to acquire all but not less than all of the Offered Shares
that  have  not  been  allocated  to OMNI pursuant to Section 11.4(c).  The
Joint Venture Company may exercise  such option by giving written notice of
exercise to the Selling Shareholder and  to  OMNI, prior to the termination
of its exclusive option period.  Such notice of exercise shall refer to the
Notice of Right of First Refusal and shall set  forth  the number of shares
to be acquired by the Joint Venture Company.

          (e)  The consummation of any Transfer required  pursuant  to  any
and  all  elections to acquire Offered Shares pursuant to this Section 11.4
shall constitute  the "Share Closing."  No Share Closing shall occur and no
Transfer to OMNI or  the Joint Venture Company shall occur pursuant to this
Section 11.4 unless OMNI  or  the  Joint  Venture  Company  or both of them
together have elected to acquire and do in fact acquire all Offered Shares.
The  Share  Closing shall be held at the principal office of OMNI  at  such
time and on such  date  as the Selling Shareholder on the one hand and OMNI
and the Company on the other  hand, shall agree, but in no event later than
the sixtieth day following the First Refusal Notice Date.

          (f)  At the Closing,  the  Selling Shareholder shall deliver good
and  marketable  title  to  all  of  the Offered  Shares  to  be  sold  and
certificates in proper form for transfer  representing  all of such Offered
Shares.  Upon receipt of proper tender of the Offered Shares,  each of OMNI
and the Joint Venture Company, as appropriate, who have elected  to acquire
Offered  Shares  shall  pay  to  the  Selling  Shareholder such purchaser's
proportionate part (based upon the number of Offered  Shares to be acquired
by such purchaser) of the Offered Price attributable to  the Offered Shares
to  be  sold,  which shall be paid, in the form of cash (by completed  wire
transfer or certified check).

          (g)  If  a  person that elects to acquire Offered Shares defaults
in tendering the aforementioned  consideration  at  the  Closing, any other
person  who  has  elected  to acquire Offered Shares, but who  has  not  so
defaulted, may purchase the  Offered  Shares  subject  to  such  default by
tendering  to the Selling Shareholder the aforementioned consideration  for
such Offered  Shares  no  later than the business day following the day set
for the Closing.  If no such person elects to acquire such defaulted Shares
so that all Offered Shares  are  not  acquired  at  the Closing, no Closing
shall occur.

          (h)  If all of the Offered Shares have not been acquired by or on
behalf of the Joint Venture Company or OMNI prior to  the  sixty-fifth  day
subsequent  to  the First Refusal Notice Date, the Selling Shareholder may,
at  any time during  the  ensuing  20  days,  transfer  to  the  transferee
identified  in  the Notice of Right of First Refusal, on the same terms and
conditions and for the same price set forth in the bona fide offer for such
shares by such transferee, any of such Offered Shares that have not been so
acquired; provided,  however,  that unless waived by OMNI the transferee or
transferees of such Shares must execute a written acknowledgment that he or
they have become Shareholders as  if he or they had been original signatory
parties to this Agreement and that  he  or  they  agree  to be bound by the
terms  hereof.   Under  no  circumstances may any such unpurchased  Offered
Shares be transferred to any  person  other  than such transferee, or after
the  expiration  of such 20-day period, unless and  until  they  have  been
reoffered to OMNI  and  the Joint Venture Company in the manner provided in
this Section 11.4.

                            ARTICLE XII
                            TERMINATION

     Section  1.h  TERMINATION  OF  AGREEMENT.   This  Agreement  shall  be
terminated  on the earlier  to  occur  of  the  following  events  (each  a
"Liquidating   Event"),  unless  such  Liquidating  Event  (other  than   a
Liquidating Event  described in subparagraphs (a), (b) or (e)) is waived by
the party whose actions  did not cause the Liquidating Event in the case of
subparagraphs (c) and (d),  or is waived by OMNI or the OMNI Transferees in
the case of subparagraphs (f) or (g):

          (a) The merger, consolidation, reorganization, exchange  or other
     business combination transaction of the Joint Venture Company in which
     the Joint Venture Company is not the surviving Person;

          (b) The mutual agreement of the parties hereto;

          (c) A party hereto  breaches  any  material  term,  provision  or
     condition of this Agreement, the Articles of Association or Memorandum
     of Association or fails to perform any material obligation required to
     be  performed by it hereunder or thereunder; provided that such breach
     or failure to perform shall not have been remedied or corrected within
     thirty  days  from the date of written notice thereof by such party or
     any other person;  provided  further that if the failure is other than
     the payment of money and is of  such  nature  that it can be corrected
     but  not  within  the  applicable  period,  such  failure   shall  not
     constitute  a  Liquidating  Event so long as the party receiving  said
     notice institutes curative action  within  the  applicable  period and
     diligently pursues such action to completion;

          (d)  The appointment of a trustee or receiver of all or any  such
     substantial  part  of  the assets or property of any party hereto; the
     insolvency or bankruptcy  of  any  party;  any  party  makes a general
     assignment  for  the  benefit  of its creditors; the attachment  of  a
     substantial portion of the assets  of any party; or the dissolution or
     liquidation or winding-up of any party;  provided  that  if  any  such
     event  is  involuntary,  such event shall not constitute a Liquidating
     Event so long as such event  shall have been corrected by the affected
     party within 90 days from the date of such event;

          (e) The acquisition by any  party  of beneficial ownership of all
     of the outstanding Shares.

          (f)  Any  termination  of the Employment  Agreement  pursuant  to
     Section  6(a)(i)  thereof  or the  failure  to  renew  or  extend  the
     Employment Agreement prior to the end of its initial term.

          (g) Any Transfer of the  Shares  owned  by  Waldman  or a Waldman
     Transferee pursuant to Section 11.4 hereof.

     Section  2.g  RESULT  OF TERMINATION.  (a)  Upon the occurrence  of  a
Liquidating  Event, all provisions  of  this  Agreement,  other  than  this
Article 12, Article  11,  Article  7 and Sections 3.4, 15.1, 15.5, 15.6 and
15.7  hereof shall have no further force  or  effect  except  as  otherwise
expressly  set  forth  herein  and  except  with respect to any contract or
Operations theretofore awarded to the Joint Venture  Company or any of  its
respective  Subsidiaries  and  not  completed.   The  termination  of  this
Agreement, however, shall not in any way operate to impair  or  destroy any
of  the  rights  or  remedies  of  any party hereto or to relieve any party
hereto of its obligations to comply  with  any  of  the  provisions of this
Agreement that shall have accrued hereunder prior to the effective  date of
termination.

          (b)  Upon  any  termination of this Agreement or at such time  as
OMNI and its Affiliates collectively  own  less than 50% of the outstanding
Shares, Waldman, his Affiliates and all Waldman  Transferees  will  take or
cause  to  be  taken all necessary steps on an orderly basis to cease using
and to immediately  change  the  trade  name and official name of the Joint
Venture Company to exclude the word "OMNI" from the Joint Venture Company's
trade name and official name and to otherwise cease using all references to
the  word "OMNI" in connection with his and  its  Joint  Venture  Company's
business operations.   Such name change shall be made on all stationery and
letterhead,  sales  literature,  signs  and  any  and  all  other  items or
communication  which  identify  the Joint Venture Company and its business.
It is the intent of the parties hereto that no goodwill associated with the
use of the above name is to accrue  to  the  benefit  of  the Joint Venture
Company,  but  instead is to accrue to the benefit of OMNI and  each  party
hereto agrees to  execute  and  deliver  any  documents  or  agreements  as
reasonably  necessary  to  confirm  the  foregoing  intent  as  OMNI  shall
reasonably  request  from  time to time.  Upon any termination of the Joint
Venture Company or at such time as OMNI and its Affiliates collectively own
less  than  50%  of  the outstanding  Shares,  any  license  or  agreement,
including registered user  licenses,  pertaining  to  the  use  of the term
"OMNI,"  or  any prefix or suffix thereof, as applicable, that arise  as  a
result of this  Agreement,  the  Memorandum  of  Association or Articles of
Association  will  also  cease  to  be  effective  and shall  automatically
terminate  unless  OMNI or any successor thereto, as applicable,  expressly
indicates otherwise in writing.

     Section 3.b DISSOLUTION  OF  THE JOINT VENTURE COMPANY.  (a)  Upon the
occurrence of a Liquidating Event described  in  either  Section 12.1(c) or
12.1(d)  that  is  not  waived by the party who is entitled to  waive  such
Liquidating Event, the Joint  Venture  Company and its Subsidiaries will be
promptly dissolved and liquidated in accordance  with the terms hereof, the
Articles  of  Association, Memorandum of Association  and  applicable  law,
unless OMNI or  any  OMNI  Transferee  exercises  the  option granted to it
pursuant to Section 11.3.  The parties shall cooperate to  ensure  that all
contracts  entered  into  by  the  Joint Venture Company (or any Subsidiary
thereof) prior to the Liquidating Event  shall be duly completed subject to
such arrangements to which the parties may mutually agree.

          (b)  Upon any liquidation of the  Joint  Venture Company pursuant
to Section 12.3(a), a committee (the "Committee"), consisting of one member
appointed by Waldman (or Waldman Transferees) and two  members appointed by
OMNI  (or OMNI Transferees) and two members unanimously selected  by  those
members  appointed  by  Waldman and OMNI (or their respective Transferees),
shall take all actions necessary or appropriate to wind up and dissolve the
Joint Venture Company in  accordance with applicable law, including meeting
all of its contractual obligations,  discharging  all of its liabilities or
making provision for payment thereof and distributing  its  net  assets, if
any,  to  the  Shareholders.   The  Company shall act as liquidator of  the
Company in disposing of and distributing  the  assets  of the Joint Venture
Company  and  shall  have  all  of  the  power  and authority necessary  or
advisable  to  dissolve, liquidate and wind up the  affairs  of  the  Joint
Venture Company.

                           ARTICLE XIII
                ADDITIONAL COVENANTS OF THE PARTIES

     Section 1.b  PAYMENT  OF  OBLIGATIONS.  Each party hereto will pay and
discharge, at or before maturity,  all  of  its obligations and liabilities
(including, without limitation, tax liabilities),  except those that may be
contested in good faith and by appropriate proceedings.

     Section 2.b CORPORATE EXISTENCE.  Each party hereto  will maintain, if
appropriate, (a) its corporate existence, its qualification  to do business
and  its  good  standing  in  each  jurisdiction in which qualification  is
necessary  for  the proper conduct of its  businesses,  (b)  all  licenses,
permits and other  authorizations necessary for the ownership and operation
of its properties and  business,  and (c) insurance on all of its property,
assets, and businesses in at least  such  amounts and against at least such
risks  as are usually insured against in the  same  area  by  companies  of
established repute engaged in the same or a similar business.

     Section  3.b  COMPLIANCE WITH LAWS.  Each party hereto will comply, in
all  material  respects,  with  all  applicable  laws,  ordinances,  rules,
regulations and   requirements of governmental authorities except where the
necessity of compliance  therewith  is being contested in good faith and by
appropriate proceedings.

     Section 4.b NOTICE OF LIQUIDATION  EVENT.   Upon  the  occurrence of a
Liquidation  Event,  each  party  hereto  immediately after becoming  aware
thereof, will give written notice thereof to  the  other  party, specifying
such Liquidating Event and what action the party is taking  or proposing to
take with respect thereto.

                            ARTICLE XIV
                      LIMITATION OF LIABILITY

     Notwithstanding  any other provision of this Agreement, neither  party
hereto shall be liable  to  the  Joint  Venture  Company or the other party
hereto  under this Agreement for loss of use, loss  of  profits,  increased
overhead or for any consequential, indirect, special, or incidental loss or
liability  of such other party in any way relating, arising out of or based
upon a breach  of  any  of  the  representations, warranties, covenants, or
agreements made to such other party,  in  this  Agreement, whether based on
contract, tort (including negligence), strict liability or any other theory
of law or equity.

                            ARTICLE XV
                           MISCELLANEOUS

     Section 1.b CONFIDENTIALITY.  Each party hereto  covenants and agrees,
and  each  party  hereto  shall cause its Affiliates, directors,  officers,
employees, agents, representatives  and  other Persons associated with such
Person to covenant and agree, that all information  heretofore or hereafter
disclosed  to  any other party hereto in connection with  the  negotiation,
execution or performance  of  this  Agreement,  any  agreement provided for
herein  or the transactions contemplated herein or in connection  with  the
establishment,    capitalization,   support,   management,   operation   or
termination  of  the   Joint   Venture   Company  shall  be  kept  strictly
confidential and shall not be disclosed to  any  Person  or used by a party
hereto for any purpose whatsoever other than the conduct of the Operations;
provided, however, that any Person may disclose (i) the existence  of  this
Agreement  and  the  Joint Venture Company and general terms and conditions
regarding the Operations and the territorial limits and exclusive nature of
this Agreement and the  Joint  Venture  Company; (ii) information generally
available to the public other than as a result  of  disclosure in violation
of this Agreement; (iii) information that is available  to  a  Person  on a
non-confidential  basis  from  an independent source; (iv) information that
has  been  acquired  or  developed independently  by  such  Person  without
violating this Agreement and  (v)  information  required to be disclosed by
such Person under applicable law.  Each party hereto  shall  use  the  same
care  and  discretion  to avoid disclosure, publication, misuse, espionage,
loss or theft of Confidential  Information  as  it applies to such Person's
most  sensitive  information.   Each  party  hereto  shall   use  any  such
Confidential Information solely for the purposes of this Agreement  and the
Joint Venture Company and shall restrict access to Confidential Information
only  to  those  of  its  employees  who  need  to  know  such Confidential
Information  for  the  purposes  of  this  Agreement  or the Joint  Venture
Company.  For purposes of this Agreement, the terms of  this  Section  15.1
shall  survive  the  termination  of  this Agreement and any termination or
dissolution of the Joint Venture Company.

     Section 2.b TRANSLATIONS.  This Agreement  may  be translated into one
or  more  languages,  but  the English version of this Agreement  shall  be
determinative of, and otherwise  control, the meaning and interpretation of
the  terms  and  conditions of this Agreement  irrespective  of  subsequent
translations and reliance by the Parties on such translations.

     Section  3.b  CONFLICTS.    If  the  provisions  of  the  Articles  of
Association or Memorandum of Association  conflict with or deviate from the
provisions of this Agreement, the provisions  of  this  Agreement shall, as
between the parties hereto (which shall, for the avoidance  of  any  doubt,
exclude  the  Joint  Venture  Company),  prevail.  The parties hereto shall
exercise all voting and other rights and powers  available to them so as to
give  effect  to  the provisions of this Agreement and  shall  further  (if
necessary) approve  any required amendment to the Memorandum of Association
or Articles of Association.

     Section 4.b FURTHER  ASSURANCES.   The  parties hereto shall use their
best  efforts and act in good faith to take any  and  all  actions  and  to
execute  and deliver or file any and all documents that may be necessary or
advisable  to  effectuate the provisions and purposes of this Agreement and
the Joint Venture  Company.   The  parties hereto shall refrain from taking
any direct or indirect action that is  inconsistent  with the terms of this
Agreement.  If this Agreement, the Articles of Association or Memorandum of
Association  permit  a  Person  to  take  or  demand  a  specified   action
unilaterally,   each   other  party  hereto  agrees  to  execute  all  such
instruments and take all such further steps, including casting votes in its
capacity as a holder of  an ownership interest in the Joint Venture Company
and causing those individuals  that  it  has  designated  as members of the
Board  of Directors (subject to applicable law) to cast votes,  as  may  be
necessary  to  consummate  or  implement  such  action  in  compliance with
applicable law.

     Section  5.b  CHOICE  OF  LAW.   The  validity of this Agreement,  the
construction of its terms and the determination of the rights and duties of
the  parties  shall be governed by and construed  in  accordance  with  the
substantive laws  of  the  State  of  Louisiana,  United States of America,
without regard to the conflicts of law provisions of such state.

     Section 6.b ARBITRATION.  (a)  It is agreed that  in case any dispute,
disagreement,  controversy  or claim arises out of or in relation  to  this
Agreement or with respect to a breach of this Agreement, the parties hereto
shall seek to solve the matter  amicably  through  discussions  between the
parties.  If the parties fail to resolve such controversy, claim or breach,
any party may seek arbitration as set forth below.

          (b)  Any dispute, disagreement, controversy or claim arising  out
of  or  in  relation  of  this  Agreement  that  has  not  been resolved in
accordance with Section 15.6(a) hereof, or breach hereof, shall  be finally
settled  by  arbitration  which  shall  be conducted in London, England  in
accordance with the following provisions:

               (i)  The  arbitration  shall   be   conducted  before  three
     arbitrators   in   accordance  with  the  Rules  of  Arbitration   and
     Conciliation of the International Chamber of Commerce then in effect.

               (ii) Each  party  hereto  shall  be  entitled to appoint one
     arbitrator within 30 days after receipt of a demand  for  arbitration.
     Said arbitrators shall be freely selected, and neither party  shall be
     limited  to  any  prescribed  list, although the arbitrators shall  be
     generally familiar with the onshore  geophysical  industry.   The  two
     arbitrators  thus  appointed  shall,  within  30 days after both shall
     have been appointed, appoint a third arbitrator,  who  shall  not be a
     citizen  of  Bolivia  or  the  United  States of America and who shall
     preside over the arbitration proceedings.

               (iii) If any appointment required  herein  shall not be made
     within the prescribed time, then such appointment shall be made by the
     President of the International Chamber of Commerce in London, England.

               (iv) The proceedings shall be conducted in English,  and all
     arbitrators shall be conversant in and have a thorough command of  the
     English language.

               (v) The decision of the arbitrators shall be set forth in  a
     written  opinion,  which  shall set forth the arbitrators' findings of
     fact and conclusions of law.   If  the  arbitrators  shall  render any
     monetary  award  to  a  Person,  such award shall be payable in United
     States dollars.

               (vi) Each party hereto shall bear its own costs and expenses
     in connection with arbitration and  shall bear one-half of the cost of
     the arbitration proceedings; provided,  however,  that the arbitrators
     shall have the authority to award the costs of arbitration,  including
     legal  fees  and  other  expenses,  to  any  party  in connection with
     rendering a decision on any dispute resolved pursuant  to this Section
     15.6(b).

               (vii)  The  award  of  the  arbitrators  shall be final  and
     conclusive.  Each party shall be bound by the award  rendered  by  the
     arbitrators  and judgment thereon may be entered into any court having
     jurisdiction over  this  Agreement  pursuant  to  Section  15.6(b)(ix)
     hereof.

               (viii)   Notwithstanding   any   other   provision  of  this
     Agreement, any party shall be entitled to seek preliminary  injunctive
     relief from any court having jurisdiction over this Agreement pursuant
     to  Section  15.6(b)(ix)  pending  the final decision or award of  the
     arbitrators.

               (ix) Any process against a  party hereto or any other Person
     subject to this Agreement in, or in connection  with, any suit, action
     or proceeding arising out of or relating to this  Agreement  or any of
     the  transactions contemplated hereby may be served personally  or  by
     certified  mail  at  the address set forth in Section 15.7 hereof with
     the same effect as served  on it or him personally.  Each party hereto
     and any other Person subject  to  this  Agreement  hereby  irrevocably
     submits  in any suit, action or proceeding arising out of or  relating
     to this Agreement  or  any  of the transactions contemplated herein to
     the jurisdiction and venue of the United States District Court for the
     Western District of Louisiana; provided, however, that if jurisdiction
     and/or venue are not proper in  the  United  States District Court for
     the Western District of Louisiana, the parties  hereto  and  any other
     Person  subject  to  this  Agreement hereby irrevocably submit in  any
     suit,  action  or  proceeding arising  out  of  or  relating  to  this
     Agreement or any of the transactions contemplated by this Agreement to
     the jurisdiction and  venue  of  any  court  of the State of Louisiana
     located in Lafayette Parish.  The parties hereto and all other Persons
     subject  to  this  Agreement hereby waive any and  all  objections  to
     jurisdiction and review or venue that it may have under any applicable
     law  and agrees to the  personal  jurisdiction  of  the  courts  named
     herein.   OMNI  International  hereby  appoints  OMNI as its agent for
     service  of process in such jurisdiction and Waldman  hereby  appoints
     Patrick Singley (or any successor thereto) as his agent for service of
     process in such jurisdiction.

     Section 7.b  NOTICES.   All notices or reports which may be given to a
party under any provision of this  Agreement shall be in writing in English
and deemed to have been duly given when  served  (i)  by facsimile or other
written electronic means of communication confirmed by  registered airmail,
(ii)  personally or (iii) certified or registered airmail,  return  receipt
requested,  postage  prepaid  and  properly  addressed  to the party at its
address  set  forth  below  or  to  such  other address as such  party  may
designate in writing to the other parties:

     If to OMNI or OMNI International:

          c/o OMNI Energy Services Corp.
          4500 NE Evangeline Thruway
          Carencro, Louisiana  70520
          Facsimile:   318-896-6655
          Attention:   Chief Executive Officer

     If to Waldman:

          Edwin Waldman Attie
          P. O. Box 3319
          Santa Cruz, Bolivia
          Facsimile:   011-591-3-429413

     Section  8.b  LEGEND.   Any  certificates  representing  Shares  shall
contain the following legend endorsed thereon:

          The  Shares  in  OMNI  International  Energy  Services-South
          America, Ltd. represented by this certificate are subject to
          the terms of the Joint Venture  Agreement  effective  as  of
          July  1, 1998, by and among OMNI Energy Services Corp., OMNI
          International Energy Services, Ltd. and Edwin Waldman Attie,
          a copy of which is on file at the principal executive office
          of OMNI  International  Energy Services-South America, Ltd.,
          as  the  same  may  be amended  from  time  to  time,  which
          restricts  the transferability  of  the  Shares  represented
          hereby or any legal or beneficial interest therein.

     Section 9.b EXCLUSIVE BENEFITS.  No provision in this Agreement and no
reference  to any contracts,  agreements  or  instruments  made  herein  or
therein shall be deemed to ratify or create any rights or benefits in favor
of any Person other than the parties hereto and their Affiliates, including
members of the Board of Directors.

     Section 10.b ASSIGNMENT.  Except as set forth in this Agreement or the
Articles of  Association,  neither  the  rights  nor the obligations of any
party hereto in and to the Joint Venture Company or  under  this  Agreement
shall   be   assigned   or  otherwise  transferred,  assigned,  pledged  or
hypothecated by any party  in  whole  or  in part without the express prior
written  consent  of the other parties hereto.   This  Agreement  shall  be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns and transferees.

     Section 11.b REMEDIES.   No  remedy  of the parties hereunder shall be
exclusive of any other remedy provided herein  or provided by law, but each
shall be cumulative and in addition to each and every other remedy.  Waiver
of a default shall not be a waiver of any other or subsequent default.

     Section 12.b BREACH OF AGREEMENT.  Each of the parties hereto shall be
entitled  to  injunctive relief under this Agreement  if  any  other  party
hereto shall breach or threaten to breach any of the terms hereof.  Nothing
contained in this  Section 15.12 shall be construed to limit the obligation
of the parties to submit  disputes  to arbitration or to limit the finality
of an arbitration award made pursuant to Section 15.6 hereof.

     Section 13.b MODIFICATION.  This  Agreement  may  not  be  amended  or
modified  at  any  time except by an instrument in writing executed by each
party hereto or its duly authorized officer.

     Section 14.b WAIVER.   The  failure by any party hereto to insist upon
strict performance of any provision  or enforce any of its rights hereunder
shall not be deemed to be a waiver of,  or  estoppel  against, assertion of
the  right to require such performance, unless such waiver  is  an  express
written  waiver  which has been signed by the waiving party.  Waiver of any
one breach, or estoppel,  in  one  case  or  instant shall not be deemed to
constitute or imply a waiver of any other breach, or estoppel, with respect
to any other case or instance, whether of similar nature or otherwise.

     Section 15.b INVALID PROVISIONS.  If any  provision  of this Agreement
is  held to be illegal, invalid, or unenforceable under present  or  future
laws  of  the  United  States  of America or any state therein or any other
nation,  country,  or  possession,   or  by  any  court,  agency  or  other
governmental  authority  therein  effective   during  the  term,  including
renewals, of this Agreement, such provision shall  be fully severable; this
Agreement shall be construed and enforced as if such  illegal,  invalid, or
unenforceable  provision had never comprised a part of this Agreement;  and
the remaining provisions  of  this Agreement shall remain in full force and
effect and shall not be affected  by the illegal, invalid, or unenforceable
provision or by its severance from this Agreement.  Furthermore, in lieu of
each such illegal, invalid, or unenforceable provision there shall be added
automatically as part of this Agreement  a provision as similar in terms to
such illegal, invalid, or  unenforceable provision  as  may be possible and
be legal, valid, and enforceable.

     Section 16.b ENTIRE AGREEMENT.  This Agreement (including instruments,
documents, agreements, schedules, and exhibits delivered pursuant hereto or
thereto)  constitutes the entire understanding between the  parties  hereto
with respect  to  the  subject  matter  hereof  and  supersedes  all  prior
agreements  or  understandings,  if  any  (including  the  Letter of Intent
between  OMNI  and  Waldman  dated  as of June 12, 1998), relating  to  the
subject matter hereof.

     Section 17.b MULTIPLE COUNTERPARTS.  This Agreement may be executed in
a number of identical counterparts, each of which for all purposes shall be
deemed  an  original,  and  all  of  which   constitute  collectively,  one
agreement; but in making proof of this Agreement, it shall not be necessary
to produce or account for more than one such counterpart.

     Section 18.b HEADINGS; GENDER.  The headings in this Agreement are for
the purpose of reference only and shall not limit  or  otherwise affect any
of  the  meanings  or  interpretations of this Agreement.  all  words  used
herein, regardless of the  number  and  gender  specifically used, shall be
deemed and construed to include any other number,  singular  or plural, and
any other gender masculine, feminine or neuter as the context requires.

     Section 19.b EXPENSES.  Each party shall pay its own legal  and  other
costs incurred in negotiating, preparing and executing this Agreement,  and
the  Joint  Venture  Company  shall  not  incur  any  legal and other costs
incurred  by any other party in negotiating, preparing and  executing  this
Agreement,  except  those costs, fees and expenses directly attributable to
its incorporation.

     Section 20.b KILN  AGREEMENT.   At  the  Closing Waldman and the Joint
Venture Company shall enter into the letter agreement  in the form attached
hereto as Exhibit J.

     Section  21.b  CLOSING  ADJUSTMENTS.   (a)  At the Closing,  OMNI  and
Waldman shall deliver and execute a settlement  statement  that  shall  set
forth  all  adjustments necessary to provide the Joint Venture Company with
the economic  benefits  and burdens of the conduct of Waldman's Business by
Waldman from and after July  1,  1998  and the resulting settlement amount,
which shall be reflected as an amount owing  to  Mr.  Waldman  by the Joint
Venture  Company  or  an amount owing to the Joint Venture Company  by  Mr.
Waldman.   All  such  adjustments   shall  be  calculated  using  the  best
information  available  as of a date or  dates  immediately  prior  to  the
Closing Date.  Adjustments pursuant to this Section 15.21 shall include:

               (i) Revenue received or accrued by Waldman or his Affiliates
     that are attributable  to  Waldman's  Business  from and after July 1,
     1998,

               (ii) Expenses paid or accrued by Waldman  or  his Affiliates
     that  are  attributable to Waldman's Business from and after  July  1,
     1998, and

               (iii)  The  difference  between  the balances on the Closing
     Date  of  accounts  receivable  and accounts payable  attributable  to
     Waldman's Business and which arose from and after July 1, 1998.

All  adjustments  shall be calculated in  accordance  with  U.S.  generally
accepted accounting principles.

          (b)  As soon as practicable after the Closing, OMNI shall prepare
and deliver to Waldman  a  statement  (the  "Final  Settlement  Statement")
setting  forth  each  adjustment  necessary  to  provide  the Joint Venture
Company with the economic benefits and burdens of the conduct  of Waldman's
Business from and after July 1, 1998 that was not finally determined  as of
the  Closing.  As soon as practicable after receipt of the Final Settlement
Statement,  Waldman  shall  deliver to OMNI a report containing any changes
that  Waldman  proposes to be made  to  the  preliminary  Final  Settlement
Statement.  OMNI and Waldman undertake to agree with respect to the amounts
due pursuant to  such  post-Closing  adjustments  and  to  make any payment
necessary thereunder no later than 60 days after the Closing Date.


     IN WITNESS WHEREOF, each of the respective parties hereto  have caused
this Agreement to be signed by itself or its duly authorized representative
as of the day and year first above written.

                              OMNI ENERGY SERVICES CORP.



                              By:  /s/ ROGER E. THOMAS
                                  ----------------------
                                       Roger E. Thomas
                                         President

                              OMNI INTERNATIONAL ENERGY SERVICES, LTD.



                              By:  /s/ ROGER E. THOMAS
                                  -----------------------
                                       Roger E. Thomas
                                   


                                   /S/ EDWIN WALDMAN ATTIE
                                   -----------------------
                                       Edwin Waldman Attie


                               - 1 -

<PAGE>
                                                      Exhibit "A"

                            DEFINITIONS


     In  addition  to  the  terms  defined  in  the Joint Venture Agreement
effective as of July 1, 1998 (the "Agreement"), by  and  among  OMNI Energy
Services   Corp.,   OMNI   International   Energy   Services,  Ltd.  ("OMNI
International")  and  Edwin Waldman Attie ("Waldman"),  to  which  this  is
attached, the following terms, unless the context requires otherwise, shall
have the meanings specified  or  referred  to below for all purposes of the
Agreement.

          "Affiliate" shall mean, (i) with respect  to  any natural person,
     such  natural person's spouse, children, grandchildren  of  any  other
     relative  of  such  natural  person  who  shares  the same home as the
     natural person in question (each a "Relative") and  any  other  Person
     directly  or  indirectly,  controlling, controlled by, or under common
     control with, such natural person  or a Relative thereof and (ii) with
     respect to any Person other than a natural  person,  any other Person,
     directly  or indirectly, controlling, controlled by, or  under  common
     control with,  such  Person.   For  the  purposes  of this definition,
     "control"   (including,   with   correlative   meanings,   the   terms
     "controlling,"  "controlled  by" and `under common control with"),  as
     used with respect to any Person,  shall  mean the possession, directly
     or indirectly, of the power to direct or cause  the  direction  of the
     management  and policies of such Person, whether through the ownership
     of voting securities, by contract or otherwise.

          "Articles  of Association" shall mean the Articles of Association
     of the Joint Venture  Company  as  may be amended from time to time by
     the Shareholders.

          "Assets"  shall  mean  the  personal   and   intangible  property
     currently  used  by Waldman and his Affiliates in the  performance  of
     line cutting operations  in  Bolivia,  all  of  which  are  listed  in
     Exhibits  C,  C-1 and C-2 to the Agreement, but specifically excluding
     the property set forth on Exhibit C-3 to the Agreement.

          "Board of  Directors"  shall  mean  the Board of Directors of the
     Joint Venture Company as constituted from  time  to time in accordance
     with the Agreement and the Articles of Association.

          "Borrowed Servants' Agreement" shall mean the  Borrowed Servants'
     Agreement in the form attached as Exhibit "D" to the Agreement.

          "Business Day" shall mean any day on which commercial  banks  are
     open  for  business  in  both  New Orleans, Louisiana, and Santa Cruz,
     Bolivia.

          "Closing" shall mean the consummation  of  the  contributions  of
     capital,  the  transfers  of Goodwill, Contracts, Property and Assets,
     and the payment of cash and  the  delivery  of  OMNI  Common Stock and
     Shares on the Closing Date, all as contemplated to occur  at such time
     in Article IV hereof.

          "Closing Date" shall mean the day on which the Closing occurs and
     which  shall  be fixed by mutual agreement of the Parties as  soon  as
     practicable following  the  due  qualification  of  the  Joint Venture
     Company  as  a  branch  in  Bolivia,  the  satisfaction  of  any other
     regulatory   requirements   that  are  a  prerequisite  to  conducting
     Operations in Bolivia and the  obtaining  of all necessary Third Party
     consents,  if any, but in no event later than  the  5th  Business  Day
     following the  date of satisfaction of such conditions, and subject to
     the further condition  that  all  representations  and  warranties set
     forth in Article X of the Agreement are true and correct  as  of  such
     date.

          "Confidential  Information"  shall  mean  all  information of any
     nature  and  in  any form that at the time or times concerned  is  not
     generally  known to  Persons  engaged  in  business  similar  to  that
     conducted or  contemplated  by  the  Shareholders,  the  Joint Venture
     Company  or  its  Subsidiaries,  including,  without  limitation,  the
     methods and procedures employed in submitting bids for  and performing
     line cutting, seismic drilling, survey, helicopter support  and  other
     related services to the onshore geophysical industry and the assembly,
     manufacturing  and repair of drilling equipment for use by the onshore
     geophysical industry.

          "Contracts"  shall  mean  any executory contracts to perform line
     cutting  or  other  services  in the  Territory  for  the  geophysical
     industry to which Waldman or one  of his Affiliates is a party, a list
     of  which  is  attached as Exhibit E to  the  Agreement,  which  shall
     include all revenue  and income earned from, and all expenses incurred
     in connection with, the  conduct  of Waldman's Business by Waldman and
     his Affiliates since July 1, 1998.

          "Employment Agreement" shall mean  the Employment Agreement to be
     entered  into by and between Waldman and the  Joint  Venture  Company,
     which shall be in the form attached hereto as Exhibit "F".

          "Goodwill"  shall mean the goodwill of Waldman and Liderco, Ltda.
     with respect to line  cutting  and  other  services,  as  such term is
     defined by U.S. generally accepted accounting principles.

          "JV  Administration"  means  the accounting, record keeping,  tax
     reporting  and  other administrative  support  services  necessary  to
     support and account for the Operations, including any treasury support
     services, the right  to  establish and maintain bank accounts or other
     accounts   with   financial   institutions,    making   disbursements,
     investments, foreign exchange dealings and receipt of remittances.

          "Memorandum  of  Association"  shall  mean  the   Memorandum   of
     Association  of  the  Joint  Venture  Company  in the form attached as
     Exhibit "H" to the Agreement, as may be amended  from  time to time by
     the Shareholders of the Joint Venture Company.

          "OMNI Common Stock" shall mean the shares of common  stock, $0.01
     par value per share, of OMNI.

          "Person"  shall  mean  and include natural persons, corporations,
     partnerships,  limited liability  companies,  joint  stock  companies,
     limitadas, joint  ventures, associations, trusts and other entities of
     organizations, whether or not legal entities.

          "Property" shall  mean the certain piece of real property located
     in Santa Cruz, Bolivia,  more  properly  described in Exhibit B to the
     Agreement and any and all improvements located thereon.

          "Shareholders" shall mean the holders  of  Shares  in  the  Joint
     Venture   Company,   who   shall   initially   be   Waldman  and  OMNI
     International.

          "Shares" shall mean the then issued and outstanding shares in the
     capital of the Joint Venture Company, each of which shall  have  a par
     value of USD $1.00.

          "Subsidiary"  shall mean (a) any corporation, partnership, branch
     or other Person created,  acquired, managed or controlled by the Joint
     Venture Company or (b) any corporation, partnership or other Person of
     which 50% or more of the issued  and  outstanding securities (or other
     equivalent interest) having by the terms  thereof  voting  power under
     ordinary  circumstances  for  the  election  of  directors  or Persons
     performing  similar  functions  is  owned  or controlled, directly  or
     indirectly, by the Joint Venture Company or  its Subsidiaries pursuant
     to or for the purposes of the Agreement.

          "Territory"  shall  mean  and  include  the  following  countries
     exclusively:   Bolivia,  Argentina,  Peru,  Brazil,  Chile,   Ecuador,
     Venezuela,  Columbia,  Guyana,  Suriname, French Guiana, Paraguay  and
     Uruguay.

          "Third Party" shall mean any  Person  other  than such Person and
     its Affiliates.

          "USD" shall mean United States Dollars.



                                A-1