NINTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT


     THIS  NINTH  AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is dated
and effective as of  June  12,  2000  (the  "Ninth  Amendment"), among OMNI
ENERGY  SERVICES CORP., a Louisiana corporation (the "Borrower"),  AMERICAN
AVIATION  L.L.C.,  a  Missouri limited liability company ("Aviation"), OMNI
ENERGY SERVICES CANADA CORP., an Alberta, Canada corporation formerly known
as Hamilton Drill Tech  Inc.  ("Omni Canada"), OMNI ENERGY SERVICES-ALASKA,
INC., an Alaska corporation ("Omni  Alaska"), and HIBERNIA NATIONAL BANK, a
national banking association (the "Bank").

                           W I T N E S S E T H:

     WHEREAS, the Borrower, Aviation,  Omni  Marine & Supply, Inc., and the
Bank have heretofore entered into an Amended and  Restated  Loan  Agreement
dated  as of January 20, 1998, as amended by First Amendment thereto  dated
as of March  31,  1998,  as amended by Second Amendment thereto dated as of
July 31, 1998, as amended  by  Third  Amendment thereto dated as of October
30, 1998, as amended by Fourth Amendment  thereto  dated  as  of  March 29,
1999, as amended by Fifth Amendment thereto dated as of September 29, 1999,
and by Sixth Amendment thereto dated as of December 28, 1999, as amended by
Seventh  Amendment  thereto  dated as of March 31, 2000, and as amended  by
Eighth Amendment thereto dated as of May 15, 2000 (as so amended, the "Loan
Agreement"),  pursuant to which  the  Bank  established  in  favor  of  the
Borrower  certain   credit  facilities  consisting  of  Acquisition  Loans,
Revolving Loans, Bridge Loans, and a Term Loan;

     WHEREAS, subsequent  to  the  execution  of  the  Loan Agreement, Omni
Canada and Omni Alaska became wholly-owned subsidiaries  of  the  Borrower,
and  Omni  Marine & Supply, Inc., a Louisiana corporation, was merged  into
the Borrower;

     WHEREAS,  the  Loans  by  the  Bank to the Borrower are guaranteed, IN
SOLIDO, by Aviation,  Omni Canada, and Omni Alaska as the Guarantors;

     WHEREAS, the indebtedness evidenced by the Bridge Note has been paid;

     WHEREAS, on July 12, 1999, the Borrower and the Bank, with the consent
of  the Guarantors, agreed to reduce and  did  reduce  the  Revolving  Loan
Commitment from $7,000,000.00 to $6,000,000.00;

     WHEREAS,  pursuant  to  the Fifth Amendment, the Bank (i) extended the
scheduled July 31, 1999 principal payments on all Loans to October 31, 1999
and  (ii)  allowed the Borrower  until  October  31,  1999  to  remedy  all
financial covenant violations;

     WHEREAS,  pursuant  to  the  Sixth  Amendment,  the  Bank, among other
matters, extended the Termination Date from January 20, 2000  to  March 31,
2000;

     WHEREAS,  pursuant  to  the  Seventh  Amendment, the Bank, among other
matters, extended the Termination Date from March 31, 2000 to May 15, 2000;

     WHEREAS,  pursuant  to the Eighth Amendment,  the  Bank,  among  other
matters, extended the Termination Date from May 15, 2000 to May 22, 2000;

     WHEREAS, the Borrower  and the Guarantors have requested that the Bank
(i) extend the Termination Date  from  May  22, 2000 to September 30, 2000,
(ii)  add to the principal amount due under the  Term  Note  the  past  due
extension  fee  of $150,000.00, and (iii) make certain other changes to the
Loan Agreement; and

     WHEREAS, subject  to  (i) a reduction of the Revolving Loan Commitment
from $6,000,000.00 to $5,000,000.00,  (ii)  a  consolidation and renewal of
the indebtedness evidenced by the Term Note and  the  Acquisition Note, and
(iii) the terms and conditions of the Loan Agreement, as  amended  by  this
Ninth Amendment, the Bank is willing to honor the Borrower's requests.

     NOW,  THEREFORE,  THE  PARTIES  HERETO, IN CONSIDERATION OF THE MUTUAL
COVENANTS HEREINAFTER SET FORTH AND INTENDING  TO  BE LEGALLY BOUND HEREBY,
AGREE AS FOLLOWS:

     1.   DEFINED TERMS.  Capitalized terms used herein  which  are defined
in the Loan Agreement are used herein with such defined meanings, except as
may be expressly set forth in this Ninth Amendment.

     2.   DEFINED TERMS REVISION.

          (a)  The  definition  of  the term "Revolving Note" appearing  in
Section 1.1 of the Loan Agreement is hereby supplemented to include each of
the Allonges to such Note as provided  in  the Sixth Amendment, the Seventh
Amendment, the Eighth Amendment, and this Ninth Amendment.

          (b)  The definitions of the terms  "Acquisition  Note"  and "Term
Note" appearing in Section 1.1 of the Loan Agreement are hereby deleted and
replaced with the following:

               "TERM  NOTE"  shall  mean  that certain promissory
               note by Borrower dated of even date with the Ninth
               Amendment,    in   the   principal    amount    of
               $8,466,111.00,  payable  to the order of Bank with
               interest as therein provided,  together  with  all
               renewals,  extensions  and  refinancings  of  said
               promissory  note.   The  indebtedness evidenced by
               the said promissory note constitutes a renewal and
               consolidation   of   the   outstanding   principal
               indebtedness evidenced by that  certain promissory
               note dated September 29, 1999 by  Borrower  in the
               original principal amount of $6,067,452.13 payable
               to   the  order  of  the  Bank  and  that  certain
               promissory   note  dated  September  29,  1999  by
               Borrower  in  the  original  principal  amount  of
               $2,948,658.96 payable to the order of the Bank.

Henceforth, all references in  the  Loan Agreement to the Term Note and the
Acquisition Note shall be deemed a reference to the Term Note as defined in
this paragraph 2(b).  Novation is not intended.

          (c)  The   definitions   of  the   terms   "Acquisition   Loans",
"Acquisition  Loan Commitment", and "Term  Loan  Commitment"  appearing  in
Section 1.1 of the Loan Agreement are hereby deleted.

          (d)  The  definition of the term "Term Loan" appearing in Section
1.1  of  the  Loan Agreement  is  hereby  deleted  and  replaced  with  the
following:

               "TERM  LOAN"  shall mean the loan evidenced by the
               Term Note as defined  in  paragraph  2(b)  of  the
               Ninth Amendment.


          (e)  The definition of the term "Borrowing Base Amount" appearing
in  Section 1.1 of the Loan Agreement (as added by the Fifth Amendment  and
subsequently  modified) is hereby modified to reflect that the reference to
$6,000,000.00 in  said  definition  is  hereby replaced with a reference to
$5,000,000.00.

          (f)  The definition of the term  "Termination  Date" appearing in
Section  1.1  of  the  Loan  Agreement  is  hereby deleted and restated  as
follows:

               "TERMINATION DATE" shall mean, with respect to the
               Bank's Commitments the earlier  to  occur  of  (i)
               September   30,   2000,   or   (ii)  the  date  of
               termination of the Commitments pursuant to Article
               XIII hereof.

          (g)  The following definition is hereby  added  to  the Loan
Agreement:

               "NINTH  AMENDMENT"  shall  mean that certain Ninth
               Amendment to Amended and Restated  Loan  Agreement
               dated  as  of  June  12,  2000  by  and  among the
               Borrower, Aviation, Omni Canada, Omni Alaska,  and
               the Bank.

     3.   REVISIONS TO ARTICLE II (REVOLVING LOANS) OF THE LOAN  AGREEMENT.
Subject  to  the terms and conditions of the Loan Agreement, as amended  by
this Ninth Amendment, the parties agree as follows:

          (a)  The   Revolving  Loan  Commitment  is  hereby  reduced  from
$6,000,000.00 to $5,000,000.00.

          (b)  The term  "Revolving  Note"  in  Section  2.2.1  of the Loan
Agreement,  as  modified  by  the Fourth Amendment and the Fifth Amendment,
shall henceforth mean that certain  promissory  note  dated  September  29,
1999,   by   Borrower   in   the  maximum  aggregate  principal  amount  of
$6,000,000.00 payable to the order  of  the  Lender,  as  modified  by each
Allonge to such promissory note executed by Borrower in connection with the
Sixth  Amendment,  the Seventh Amendment, and the Eighth Amendment, and  as
modified by the Allonge  to  such  promissory  note executed by Borrower in
connection  with this Ninth Amendment.  Pursuant  to  the  Allonge  to  the
Revolving Note  executed  by  the  Borrower  in  connection with this Ninth
Amendment, the maximum aggregate principal amount  of the Revolving Note is
$5,000,000.00.

          (c)  The  reference  in  line  3  of Section 2.2.8  of  the  Loan
Agreement, as modified by the Fourth Amendment  and the Fifth Amendment, to
$6,000,000.00 shall henceforth be deemed a reference to $5,000,000.00.

     4.   REVISIONS  TO  ARTICLE  III  (ACQUISITION  LOANS)   OF  THE  LOAN
AGREEMENT.   As  a  result  of  Bank's  consolidation  and  renewal of  the
Acquisition  Note  and  Term Note (as such terms were defined in  the  Loan
Agreement prior to this Ninth  Amendment),  Sections  3.1 through 3.2.6 are
hereby deleted.

     5.   REVISIONS TO ARTICLE IV (TERM LOAN) OF THE LOAN AGREEMENT.

          (a)  The parties acknowledge that: (i) the Term  Note (as defined
in  paragraph 2(b) of this Ninth Amendment) is a renewal and  consolidation
of the  outstanding  principal  due under the Term Note and the Acquisition
Note (as such terms were defined  in  the Loan Agreement prior to the Ninth
Amendment); (ii) the $150,000.00 extension fee referenced in Section 5.6 of
the Loan Agreement (which section was added  by  the  Sixth  Amendment) has
been added to the principal balance due under the Term Note (as  defined in
paragraph  2(b)  of  this  Ninth  Amendment);  and  (iii)  the  $100,000.00
principal payment referenced in paragraph 10(n) of this Ninth Amendment was
applied  by  Bank  to  outstanding  principal  due under the Term Note  and
Acquisition Note (as such terms were defined in the Loan Agreement prior to
this Ninth Amendment).

          (b)  Sections 4.1 and 4.2 of the Loan  Agreement  are  no  longer
accurate, and are hereby deleted.

     6.   TERMINATION DATE, INTEREST PAYMENTS, AND PRINCIPAL PAYMENTS.

          (a)  Subject to the terms and conditions of this Ninth Amendment,
the Termination Date for all Loans is as set forth in paragraph 2(f) above.
The  final  maturity  date  specified in the Notes is extended from May 22,
2000 to September 30, 2000.   The maturity date extension also shall be set
forth in an Allonge to the Revolving Note to be executed by Borrower.

          (b)  The Borrower shall continue to make weekly interest payments
under each of the Notes.

          (c)  The principal payments  due  under the Notes shall be as set
forth in the Revolving Note, as modified by the Allonge thereto executed in
connection with this Ninth Amendment, and in  the  Term Note (as defined in
paragraph 2(b) of this Ninth Amendment).

     7.   TEXTRON LETTER OF CREDIT.  The parties acknowledge  that Bank has
funded the Textron Letter of Credit in the amount of $380,000.00,  and  the
funds  advanced by Bank under the Textron Letter of Credit are now included
as part of the Loans.

     8.   REVISION  TO ARTICLE V (FEES) OF THE LOAN AGREEMENT.  Section 5.6
of the Loan Agreement  (which  was  added by the Sixth Amendment) is hereby
deleted.

     9.   CONFIRMATION  OF  COLLATERAL   DOCUMENTS.    All  of  the  liens,
privileges,  priorities  and equities existing and to exist  under  and  in
accordance with the terms  of  the Collateral Documents are hereby renewed,
extended and carried forward as security for all of the Loans and all other
debts, obligations and liabilities  of  the Borrower to the Bank.  Further,
the Guarantors hereby consent to the terms  and  conditions  of  this Ninth
Amendment, and confirm their solidary liability for all Loans.

     10.  COVENANTS   AND   CONDITIONS   PRECEDENT.    The  agreements  and
obligations of the Bank as set forth in this Ninth Amendment are subject to
satisfaction of the following covenants and conditions precedent  as of the
date of execution of this Ninth Amendment and the continued satisfaction of
said covenants and conditions precedent:

          (a)  The  Borrower shall have executed and delivered to the  Bank
this Ninth Amendment,  an  Allonge to the Revolving Note, the Term Note (as
defined in paragraph 2(b) of this Ninth Amendment), and all other documents
required by the Loan Agreement, as amended by this Ninth Amendment, and the
Guarantors  shall have executed  and  delivered  to  the  Bank  this  Ninth
Amendment, and  all  other  documents  required  by  the Loan Agreement, as
amended  by  this Ninth Amendment, all in form and substance  and  in  such
number of counterparts as may be required by the Bank;

          (b)  The   representations,  warranties,  and  covenants  of  the
Borrower and the Guarantors  as set forth in the Loan Agreement, as amended
by this Ninth Amendment, or in  any  Related Document furnished to the Bank
in connection herewith, shall be and remain true and correct;

          (c)  The Bank shall have received  a  favorable  legal opinion of
counsel  to  the Borrower and the Guarantors, in form, scope and  substance
satisfactory to the Bank;

          (d)  The  Bank  shall  have received certified resolutions of the
Borrower and the Guarantors authorizing  the execution of all documents and
instruments contemplated by this Ninth Amendment;

          (e)  Except  for Events of Default  pertaining  to  Loan  payment
violations as addressed  in  this  Ninth Amendment and Borrower's continued
failure to comply with Section 11.13  (Deposit  Accounts),  no  Default  or
Event  of  Default  shall  exist  or  shall  result  from  the transactions
contemplated by this Ninth Amendment;

          (f)  The Borrower and the Guarantors shall have provided the Bank
with  all  financial statements, reports and certificates required  by  the
Loan Agreement, as amended by this Ninth Amendment;

          (g)  The  Bank  shall have received the articles of incorporation
and bylaws, as amended, of  the  Borrower and the articles of organization,
operating agreement, articles of incorporation,  and bylaws, as amended, of
the Guarantors, and the Bank's counsel shall have  reviewed  the  foregoing
documents  and  is  satisfied  with  the  validity,  due  authorization and
enforceability thereof and of all Related Documents;

          (h)  The Bank shall have received evidence acceptable to the Bank
and its counsel that its Encumbrances affecting the Collateral shall have a
first priority position, subject only to Permitted Encumbrances;

          (i)  Except as provided in (e) above, there shall  have  occurred
no Material Adverse Change;

          (j)  The  Bank's  due  diligence  and  review  of  all  financial
information  provided  by  the  Borrower and the Guarantors, and the Bank's
field audit of the Borrower's books  and  records, shall be satisfactory to
the Bank;

          (k)  The Bank's receipt of a current  listing  of  all senior and
subordinated debt of the Borrower (on a consolidated basis);

          (l)  The Borrower must maintain insurance acceptable to the Bank,
naming  Bank as additional insured and/or loss payee, and deliver  to  Bank
evidence of such insurance coverages;

          (m)  Interest  payments  on  all Loans must be paid current as of
the execution of this Ninth Amendment, and must remain current;

          (n)  Bank's receipt of a written  commitment by Advantage Capital
to make capital contributions to Borrower in the amounts of $100,000.00 (on
or  prior  to the execution of this Ninth Amendment),  $250,000.00  (on  or
prior to the execution of this Ninth Amendment), and $250,000.00 (as needed
on  or prior  to  June  30,  2000),  and  (i)  Borrower's  receipt  of  the
$100,000.00  contribution  and delivery to Bank for application to past due
principal on the Term Note and  the  Acquisition  Note  (as such terms were
defined  in  the  Loan  Agreement  prior  to  this  Ninth Amendment),  (ii)
Borrower's  receipt  of  the initial $250,000.00 contribution  for  working
capital support, and (iii) Borrower's receipt as needed on or prior to June
30, 2000 of the subsequent  $250,000.00  contribution  for  working capital
support;

          (o)  Borrower   unconditionally  agrees  that  the  contributions
detailed  in (n) above shall  not  be  used  by  Borrower  to  reduce  debt
obligations of Borrower at any other financial institution;

          (p)  All  legal  fees as of May 31, 2000 by Bank's counsel in the
amount of $5,183.79 pertaining to prior matters involving Borrower, and all
legal fees by Bank's counsel  in connection with this Ninth Amendment, must
be paid by Borrower;

          (q)  All fees owed to  Bank by Borrower, including unused fees of
$9,831.14 and equipment and real estate appraisal fees, must be paid;

          (r)  Delivery to Bank of  an asset sale timeline must be provided
prior  to  the  execution  of  this  Ninth  Amendment  or  within  15  days
thereafter, including an update on the Coastal Turbines transaction;

          (s)  Warrants issued to Bank  in  January 1998 allowing an option
by Bank to purchase 4,545 shares of stock issued  by  Borrower  at a strike
price  of  $11.00  per share must be reissued to include a strike price  of
$1.50 per share and delivered to Bank;

          (t)  Monthly  board  reporting,  weekly  accounts  receivable and
accounts  payable  aging  and  daily  borrowing  base certificates will  be
required to be provided to Bank in a timely fashion.   The April 2000 Board
Book must be received by Bank prior to execution of this Ninth Amendment;

          (u)  Weekly  written  updates  regarding refinancing  and  equity
offering activity and efforts must be provided  to  Bank  on Monday of each
week; and

          (v)  Borrower's  deposit  with  Bank  of all checks delivered  to
Borrower  since  May 22, 2000, as payment by account  debtors  of  accounts
receivable owed to  Borrower,  and Borrower's delivery to Bank of a copy of
each of the foregoing checks.


Bank  reserves the right, in its  sole  discretion,  to  waive  in  writing
compliance with any of the foregoing conditions and covenants.  A violation
of any  of the foregoing conditions and covenants shall constitute an Event
of Default.

     11.  REPRESENTATION.   On  and as of the date hereof, and after giving
effect to this Ninth Amendment, the  Borrower  and  the Guarantors confirm,
reaffirm and restate the representations and warranties  set  forth  in the
Loan  Agreement and the Collateral Documents; provided, that each reference
to the  Loan Agreement herein shall be deemed to include the Loan Agreement
as amended by this Ninth Amendment.

     12.  DEPOSIT   ACCOUNTS.   The  Bank  reserves  its  right  to  demand
compliance by Borrower with Section 11.13 of the Loan Agreement.

     13.  PAYMENT OF EXPENSES.  The Borrower agrees to pay or reimburse the
Bank for all legal fees  and  expenses of counsel to the Bank in connection
with the transactions contemplated by this Ninth Amendment.

     14.  WAIVER OF DEFENSES; RELEASE OF LIABILITIES.  THE BORROWER AND THE
GUARANTORS ACKNOWLEDGE THAT THIS  NINTH AMENDMENT CONTAINS A RENEWAL OF THE
LOANS,  AN  EXTENSION OF PAYMENTS, AND  A  FORBEARANCE  BY  THE  BANK.   IN
CONSIDERATION OF THE BANK'S EXECUTION OF THIS NINTH AMENDMENT, THE BORROWER
AND THE GUARANTORS  DO  HEREBY IRREVOCABLY WAIVE ANY AND ALL CLAIMS, CAUSES
OF ACTION, AND/OR DEFENSES  TO  PAYMENT  ON ANY INDEBTEDNESS OWED BY ANY OF
THEM TO THE BANK THAT MAY EXIST AS OF THE  DATE  OF EXECUTION OF THIS NINTH
AMENDMENT.   FURTHER,  BORROWER AND THE GUARANTORS HEREBY  AGREE  THAT  ALL
DISPUTES AND CLAIMS WHATSOEVER  OF ANY KIND OR NATURE WHICH BORROWER AND/OR
ANY OF THE GUARANTORS PRESENTLY HAS  OR  MAY  HAVE  AGAINST  BANK,  WHETHER
PRESENTLY  KNOWN  OR  UNKNOWN,  WHICH BORROWER AND/OR ANY OF THE GUARANTORS
COULD  HAVE  ASSERTED  AGAINST  BANK,   ARE  FULLY  AND  FINALLY  RELEASED,
COMPROMISED AND SETTLED.  BORROWER AND THE GUARANTORS, INDIVIDUALLY AND FOR
THEMSELVES, THEIR, SUCCESSORS IN INTEREST  AND ASSIGNS, DO HEREBY EXPRESSLY
RELEASE AND FOREVER RELIEVE, DISCHARGE AND GRANT  FULL  ACQUITTANCE TO BANK
FOR  AND  FROM  ANY  AND  ALL  CAUSES  OF  ACTION,  SUITS,  CLAIMS,  DEBTS,
OBLIGATIONS  OR  LIABILITIES  OF  ANY NATURE WHATSOEVER, KNOWN OR  UNKNOWN,
ALLEGED OR NOT ALLEGED, WHICH BORROWER  AND/OR ANY OF THE GUARANTORS HAS OR
MAY  HAVE  AGAINST  BANK, ITS AGENTS, OFFICERS,  EMPLOYEES,  DIRECTORS  AND
SHAREHOLDERS AS OF THE  DATE  HEREOF.   ACCEPTANCE  OF THE PROCEEDS OF EACH
REVOLVING  LOAN  AFTER  THE  DATE HEREOF SHALL CONSTITUTE  A  RATIFICATION,
ADOPTION  AND CONFIRMATION BY BORROWER  AND  GUARANTORS  OF  THE  FOREGOING
GENERAL RELEASE  OF RELEASED CLAIMS AND LIABILITIES THAT ARE BASED IN WHOLE
OR IN PART ON FACTS,  WHETHER OR NOT KNOWN OR UNKNOWN, EXISTING ON OR PRIOR
TO THE DATE OF RECEIPT OF ANY SUCH REVOLVING LOAN.  THIS WAIVER AND RELEASE
SHALL BE CONSTRUED TO HAVE THE BROADEST POSSIBLE SCOPE.

     15.  AMENDMENTS.   THE  LOAN  AGREEMENT  AND  THIS NINTH AMENDMENT ARE
CREDIT OR LOAN AGREEMENTS AS DESCRIBED IN LA. R.S. 6:<section>1121, ET SEQ.
THERE ARE NO ORAL AGREEMENTS BETWEEN THE BANK, THE BORROWER,   OMNI ALASKA,
AVIATION,  AND  OMNI CANADA.  THE LOAN AGREEMENT, AS AMENDED BY THIS  NINTH
AMENDMENT, SETS FORTH  THE  ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO
THE  SUBJECT  MATTER HEREOF AND  SUPERSEDES  ALL  PRIOR  WRITTEN  AND  ORAL
UNDERSTANDINGS BETWEEN THE BORROWER, AVIATION, OMNI ALASKA, OMNI CANADA AND
THE  BANK, WITH  RESPECT  TO  THE  MATTERS  HEREIN  SET  FORTH.   THE  LOAN
AGREEMENT,  AS  AMENDED  BY  THIS  NINTH  AMENDMENT, MAY NOT BE MODIFIED OR
AMENDED EXCEPT BY A WRITING SIGNED AND DELIVERED BY THE BORROWER, AVIATION,
OMNI ALASKA, OMNI CANADA AND THE BANK.

     16.  GOVERNING  LAW:  COUNTERPARTS.  This  Ninth  Amendment  shall  be
governed by and construed  in  accordance  with  the  laws  of the State of
Louisiana.   This  Ninth  Amendment  may  be  executed  in  any  number  of
counterparts,  all  of  which  counterparts,  when  taken  together,  shall
constitute one and the same instrument.

     17.  CONTINUED  EFFECT.  Except as expressly modified herein, the Loan
Agreement shall continue  in  full force and effect.  The Loan Agreement as
amended by this Ninth Amendment  is  hereby  ratified  and confirmed by the
parties hereto.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Ninth
Amendment to be executed and delivered as of the date hereinabove  provided
by the authorized officers each hereunto duly authorized.


                              OMNI ENERGY SERVICES CORP.

                              By:_____________________________________
                                 Name:  John H. Untereker
                                 Title:  President, Chief Executive Officer


                              AMERICAN AVIATION L.L.C.
                              BY: OMNI ENERGY SERVICES CORP.,
                                      AS SOLE MEMBER

                              By:_____________________________________
                                 Name:  John H. Untereker
                                 Title:  President, Chief Executive Officer


                              OMNI ENERGY SERVICES CANADA CORP.
                              (F/K/A HAMILTON DRILL TECH INC.)

                              By:_____________________________________
                                 Name:  John H. Untereker
                                 Title:  Treasurer


                              OMNI ENERGY SERVICES- ALASKA, INC.

                              By:_____________________________________
                                 Name:  John H. Untereker
                                 Title:  Treasurer


                              HIBERNIA NATIONAL BANK

                              By:_____________________________________
                                 Name:  Tammy M. Angelety
                                 Title:    Vice President