ASSET PURCHASE AGREEMENT



                               BY AND AMONG


                          COASTAL TURBINES, INC.,
                              PAUL E. GRAHAM,
                            TINA TAYLOR GRAHAM

                                    AND

                        OMNI ENERGY SERVICES CORP.





                              APRIL 17, 1998



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                         ASSET PURCHASE AGREEMENT

     This  Asset  Purchase  Agreement (this "AGREEMENT"), dated as of April
17, 1998, is entered into by  and among COASTAL TURBINES, INC., a Louisiana
corporation ("SELLER"), PAUL E.  GRAHAM  and  TINA  TAYLOR GRAHAM, the sole
shareholders of Seller (collectively, the "SHAREHOLDERS"  and individually,
a  "SHAREHOLDER),  and OMNI ENERGY SERVICES CORP., a Louisiana  corporation
("PURCHASER").

                       W I T N E S S E T H:

     WHEREAS,  the  Shareholders  own  100%  of  the  Seller's  issued  and
outstanding common stock;

     WHEREAS, Seller  owns  a turbine repair, service and overhaul business
(the "BUSINESS");

     WHEREAS, Seller, in connection  with  the  Business,  owns the assets,
properties and other rights described in Section 1.01 below  (collectively,
the "ASSETS"); and

     WHEREAS, Seller desires to sell and Purchaser desires to  buy  all  of
the Assets upon the terms and conditions herein set forth.

     NOW,  THEREFORE,  in  consideration  of  the  premises  and the mutual
agreements and covenants set forth herein, the parties hereto, intending to
be legally bound, agree as follows:

                             ARTICLE I

                         PURCHASE AND SALE

     SECTION 1.11834.  SALE AND PURCHASE OF THE ASSETS.  Upon the terms and
subject to the conditions set forth in this Agreement, at the  Closing  (as
defined  in  Section  2.01  hereof) Seller shall convey, sell, transfer and
deliver to Purchaser and Purchaser  shall purchase, acquire and accept from
Seller, all of the following Assets for  the consideration specified below,
excluding those Assets, and rights specified in Section 1.02:

     (1)  FIXED  ASSETS.   All  helicopters,  machinery,  equipment,  spare
parts, furniture, and other movable  assets  of  the  Business,  listed  on
SCHEDULE 1.01(A) (collectively, the "FIXED ASSETS");

     (2)  INVENTORY.   All  usable  inventory  of  the  Business  listed on
SCHEDULE 1.01(B) (the "INVENTORY");

     (3)  LICENSES  AND  PERMITS.   All  licenses,  permits,  consents, use
agreements,  approvals,  authorizations and certificates of any regulatory,
administrative or other governmental  agency  or  body  to  the extent they
relate  exclusively  to the Business or the ownership, use or operation  of
the Assets, in each case  to  the  extent  transferable by Seller including
without limitation the FAA 145 repair station certificate;

     (4)  TRADEMARKS, TRADE NAMES AND SIMILAR RIGHTS.  All right, title and
interest  of Seller in and to the name "Coastal  Turbines,  Inc."  together
with the goodwill  of the Business associated with such trade name, and all
of  Seller's  other  intellectual  property  relating  exclusively  to  the
Business or the ownership,  use  or  operation  of  the  Assets, including,
without  limitation,  trade secrets, trademarks and trade names,  trademark
and trade name registrations, service marks and service mark registrations,
copyrights, copyright registrations,  the  applications  therefor  and  all
rights  of  Seller  as  licensee under licenses to the extent transferable,
relating to such intellectual  property,  together with all of the goodwill
appurtenant  thereto  (all  such intellectual  property  being  hereinafter
referred to collectively as the "PROPRIETARY RIGHTS");

     (5)  SUPPLIES.   All operating  supplies,  fuel,  packaging  supplies,
maintenance, warehouse  and  office  supplies, tools, maintenance equipment
and all similar property owned by Seller;

     SECTION 2.5.  EXCLUDED ASSETS.    Notwithstanding  the  provisions  of
Section 1.01 hereof, the Assets do not include the following (the "EXCLUDED
ASSETS"):

     (1)  ACCOUNTS  RECEIVABLE.   All  accounts  receivable of the Business
(including intracompany liabilities or obligations  owed to the Business by
Seller), together with any unpaid interest accrued thereon and any security
or collateral therefor, and all sums due for service  performed or products
provided by Seller prior to the Closing Date (as defined  in Section 2.01),
including, if any, unbilled receivables as of the Closing Date;

     (2)  INSURANCE.    All   insurance  policies  and  rights  thereunder,
including rights to any cancellation value on the Closing Date; and

     (3)  OPEN  WORK ORDERS.  All  engine  repair,  service  and/or  engine
overhaul work orders  entered into by Seller before the Closing Date ("OPEN
WORK ORDERS"), to the extent  listed on SCHEDULE 1.02(B) and all rights and
obligations arising thereunder;

     (4)  CASH.  Any and all cash  on hand including deposits, accounts and
cash equivalents, on the Closing Date.

     SECTION 3.4.  ASSUMED LIABILITIES.   Except  as  otherwise provided in
this Agreement, subject to and in accordance with the terms  and provisions
of  this  Agreement,  at  the  Closing  Purchaser will assume, perform  and
discharge  only  the  following  liabilities  (collectively,  the  "ASSUMED
LIABILITIES"):

     (1)  TAXES.  Other than the obligations  of  Seller,  as landlord, for
the  tax liabilities set forth in the Lease attached as EXHIBIT  A  hereto,
any and  all  taxes  which  may  be  applicable  to  the  ownership, use or
operation  of  the Assets or the Business related thereto with  respect  to
periods beginning  with  the Closing, or arising from events or occurrences
on or after the Closing, including  without limitation, income, AD VALOREM,
personal property, sales, value added,  goods  and  services,  or use taxes
resulting from Purchaser's ownership of the Assets.

     SECTION  4.1.  EXCLUDED  LIABILITIES.  Purchaser shall not assume  and
shall not be responsible for any liabilities, obligations or commitments of
the Seller other than the Assumed  Liabilities.  In addition, to the extent
that after the Closing, the Purchaser  incurs  a liability, or is otherwise
responsible  for  personal  injury  or property damage,  fines,  penalties,
remediation   costs   or  other  damages,  including   any   liability   or
responsibility under any  Environmental  Laws  (as  defined in Section 3.15
hereof),  then to the extent such liability is based upon  a  condition  or
defect of the  Assets that existed on or before the Closing Date or related
to actions taken by the Seller in (i) operating the Business or (ii) in the
ownership, use or  operation  of  the  Assets,  in  each  case prior to the
Closing Date, such liability shall constitute an Excluded Liability.

     SECTION  5.1   CONSIDERATION;  PURCHASE  PRICE.   Upon the  terms  and
subject to the conditions contained in this Agreement, in  consideration of
and payment for the Assets, Purchaser shall pay to Seller (i)  ONE  MILLION
ONE  HUNDRED THOUSAND AND NO/100 DOLLARS ($1,100,000) and (ii) 4,546 Shares
of OMNI Energy Services Corp. common stock (the "STOCK") (collectively, the
"PURCHASE  PRICE").   The  Purchase  Price  shall  be  payable to Seller as
follows:   Purchaser  shall  pay  to  Seller, in cash at the  Closing,  ONE
MILLION ONE HUNDRED THOUSAND AND NO/100  DOLLARS ($1,100,000.00) (the "CASH
PAYMENT"),  and Purchaser shall issue to Seller  at  the  Closing  a  stock
certificate(s) representing the Stock (the "STOCK CERTIFICATES").

     SECTION   6.1   EMPLOYMENT  AND  NON-COMPETITION  AGREEMENT.   At  the
Closing, Purchaser  shall  enter  into  an  Employment  and Non-Competition
Agreement with Paul E. Graham (the "EMPLOYMENT AGREEMENT"), as set forth on
EXHIBIT B attached hereto and made a part hereof.


                             ARTICLE II

                             THE CLOSING

     SECTION 1.11834.  TIME AND PLACE.  Upon the terms and  subject  to the
conditions  set  forth  in  this Agreement, the closing of the purchase and
sale  of the Assets and the assumption  of  the  Assumed  Liabilities  (the
"CLOSING")  will take place at 10:00 a.m. on the date hereof at the offices
of Jones, Walker,  Waechter,  Poitevent,  Carrere & Denegre, located at 201
St.  Charles  Avenue,  51st Floor, New Orleans,  Louisiana,  (the  "CLOSING
DATE").

     SECTION 2.11834.  SELLER'S  DELIVERIES.   At  the Closing, Seller will
deliver  to  Purchaser  the  following,  in  form and substance  reasonably
satisfactory to Purchaser and its counsel:

     (1)  A Bill of Sale and General Assignment in the form attached hereto
as EXHIBIT C transferring and assigning to Purchaser all of Seller's right,
title and interest in all Assets; and


<PAGE>
assigning  to Purchaser (together with any necessary  consents)  and  other
intangible rights  included  within the Assets to the extent assignable (to
the extent non-assignable, it is understood and agreed that Purchaser shall
receive  the  economic  benefits   thereto,   to   the   extent  reasonably
practicable);

     (2)  Full and complete possession of the Assets as provided herein;

     (3)  To  the  extent transferable, originals of all certificates,  use
agreements,  permits,   licenses   and   governmental,  administrative  and
regulatory approvals and authorizations that are in Seller's possession and
that are necessary to own and operate the  Assets  in  compliance  with all
applicable federal, state and municipal laws;

     (4)  At  the  Closing,  Seller  shall  enter  into  a lease agreement,
pursuant  to  which  Seller  shall  lease  to Purchaser Seller's  facility,
located at 123 Row 3, Lafayette, Louisiana 70508, for a term to commence on
the Effective Date and otherwise on the terms  and in the form of EXHIBIT A
attached hereto and made a part hereof.

     (5)  Copies  of  any  consents  that are referenced  in  Section  3.04
hereof;

     (6)  All original titles and registrations  with  the Federal Aviation
Administration relating to any of the Assets described on  SCHEDULE 1.01(A)
including without limitation any of the helicopters, helicopter  engines or
related spare parts listed on such schedule;

     (7)  The UCC-3 termination statements listed on EXHIBIT D, executed by
Bank of Sunset & Trust Co. and Bank One, respectively;

     (8)  Such  other  documents  and  instruments reasonably necessary  to
effect the transactions contemplated hereby,  including  the  conveyance of
title to the Assets to Purchaser.

     SECTION 3.8.  PURCHASER'S DELIVERIES.  At the Closing, Purchaser  will
deliver   to  Seller  the  following,  in  form  and  substance  reasonably
satisfactory to Seller and its counsel:

     (1)  The  Cash  Payment,  by  wire transfer to an account specified in
writing by Seller to Purchaser prior to the Closing;

     (2)  The Stock Certificates to be delivered and issued by Purchaser to
Seller at the Closing.

     (3)  A Bill of Sale and General Assignment in the form attached hereto
as  EXHIBIT  C  pursuant  to  which  Purchaser  shall  assume  the  Assumed
Liabilities;

     (4)  Such  other  documents and instruments  as  shall  be  reasonably
necessary to effect the transactions contemplated hereby.

     SECTION 4.4.  OTHER  DELIVERIES.   Mr.  Paul  E.  Graham and Purchaser
shall  each  execute and deliver the Employment Agreement  contemplated  by
Section 1.07.

     SECTION 5.4.   TITLE,  POSSESSION AND RISK OF LOSS.  Title, possession
and risk of loss or destruction  or  damage  to  the  Assets  shall pass to
Purchaser at and upon Closing.  Purchaser shall take all steps  and actions
as  may  be  required to take actual possession, operation and control  and
responsibility for the Assets on the Closing Date.

                            ARTICLE III

             REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller and  each  of  the Shareholders hereby represent and warrant to
Purchaser that:

     SECTION 1.11834.  CORPORATE  EXISTENCE.   Seller is a corporation duly
organized, validly existing and in good standing  under  the  laws  of  the
State  of  Louisiana.  Seller has all requisite corporate power to carry on
the Business,  as  it  is  now  being conducted, and to own and operate the
Assets, and is duly qualified to  transact business and is in good standing
in each jurisdiction where the ownership  of  the  Assets or the conduct of
the Business requires such qualification and the failure to be so qualified
would have a material adverse effect on the Business.

     SECTION  2.11834.   CORPORATE  POWER AND AUTHORITY.   Seller  has  the
requisite corporate power and authority  to  enter  into this Agreement and
consummate  the  transactions  contemplated hereby.  All  corporate  action
necessary to authorize the execution,  delivery  and  performance  of  this
Agreement  by  Seller  has been duly taken and this Agreement has been duly
executed and delivered by  Seller.   This  Agreement  is  a good, valid and
binding  obligation  of  Seller  and each of the Shareholders,  enforceable
against Seller and each of the Shareholders  in  accordance  with its terms
(except  as  limited  by  bankruptcy and insolvency laws and by other  laws
affecting the rights of creditors generally).

     SECTION 3.11834.  NO CONFLICT.   The  execution  and  delivery of this
Agreement by Seller and each of the Shareholders, the compliance  by Seller
and  each of the Shareholders with the terms and conditions hereof and  the
consummation by Seller of the transactions contemplated hereby will not (a)
result  in  or  constitute  a  default,  breach, or violation of any of the
terms, conditions or provisions of the Articles  of Incorporation or Bylaws
of  Seller, (b) violate any provision of, any judicial,  administrative  or
arbitration  order,  award, judgment, writ, injunction or decree applicable
to,  or any governmental  permit  or  license  issued  to,  Seller  or  any
Shareholder,  or  (c)  conflict  with,  result in a breach of, constitute a
default or event of default (whether by notice  or  the  lapse  of  time or
both)  under  or  accelerate  or permit the acceleration of the performance
required  by  Seller or any Shareholders,  under  any  material  indenture,
mortgage, lien,  agreement or instrument to which Seller or any Shareholder
is a party or by which  Seller  or any of the Assets or any shareholder may
be bound.

     SECTION  4.11834.  CONSENTS.   No  authorization,  consent,  approval,
permit or license  of  or  filing  with  any governmental or public body or
authority, any lender or lessor or any other  person  or entity is required
to authorize the execution, delivery and performance of  this  Agreement on
the  part  of  Seller or any Shareholder, other than those which have  been
obtained.

     SECTION 5.11834.  TITLE TO AND CONDITION OF ASSETS.

     (1)  Seller  has  good and marketable title to all of the Assets, free
and  clear of all pledges,  liens,  defects,  leases,  licenses,  equities,
conditional   sales  contracts,  charges,  claims,  encumbrances,  security
interests, easements,  restrictions,  chattel mortgages, mortgages or deeds
of trust (collectively, the "LIENS").   The  instruments of conveyance, and
other endorsements and instruments of transfer  and assignment contemplated
by this Agreement are sufficient to transfer good  and  marketable title to
the Assets to Purchaser, free and clear of all Liens.  The  Assets  are  in
good and usable condition and repair, ordinary wear and tear excepted.

     (2)  The  items  of  Inventory  sold hereunder have been manufactured,
mixed, packaged and labeled in accordance  with  all  governmental laws and
regulations, whether federal, state or local, including  all  environmental
laws and regulations.  The items of packaging supplies, office,  warehouse,
processing,  operating  and  storage  supplies,  spare  parts, fuel, tools,
maintenance equipment and similar property sold to Purchaser  hereunder are
suitable for use in the ordinary course of the Business.

     (3)  Seller has obtained all necessary releases of security  interests
from any lenders and creditors of Seller holding a security interest in any
of the Assets.

     SECTION  6.3  CONTRACTS.   Other  than Open Work Orders, there are  no
contracts or commitments of Seller and/or Shareholders that are material to
the operation of the Business or the ownership,  use  or  operation  of the
Assets   (including   without   limitation,   mortgages,  indentures,  loan
agreements, long-term supply contracts and open contracts).

     SECTION 7.3 EMPLOYEE MATTERS.  None of the  employees  of  Seller is a
member  of  or  represented  by  any  labor  union;  Seller  nor any of its
employees are subject to any collective bargaining agreement;  no  petition
for  certification  or  union  election  is  pending with respect to any of
Seller's employees; and, to Seller's knowledge,  there  are  no attempts of
any  kind  being made to organize any of such employees.  Within  one  year
prior to the  Closing  Date, Seller had no more than 6 employees at any one
time.

     SECTION 8.3 ABSENCE  OF  CERTAIN  CHANGES.  Since [December 31, 1997],
Seller  has  conducted the Business only  in  the ordinary course and there
has  been  no  material  adverse  changes  in the business,  operations  or
financial condition of the Seller or to the Assets.

     SECTION  9.3.   PROPRIETARY  RIGHTS.   SCHEDULE  3.09  identifies  all
patents, inventions, research, trademarks, trade names, copyrights, service
marks, royalty rights or design rights used now  or within the last year by
Seller or the Shareholders in the operation of the  Business  or ownership,
use  or  operation  of  the  Assets  or  the   performance  of  the Assumed
Liabilities.  Except as set forth on SCHEDULE 3.09, (a) neither Seller  nor
the  Shareholders  are  bound  by  or  a  party to any options, licenses or
agreements of any kind with respect to patents,  trademarks, service marks,
copyrights and pending applications therefor relating  to  the  Business or
the  ownership,  use  or operation of the Assets or the Assumed Liabilities
and (b) there are no claims  or  suits  pending  or,  to  Seller's  or  the
Shareholder's  knowledge,  threatened  against  Seller  or  the Shareholder
claiming  an  infringement  by  Seller or the Shareholders of any  patents,
copyrights, licenses, trademarks, service marks or trade names of others in
connection with the Business or the  ownership,  use  or  operation  of the
Assets or the Assumed Liabilities.

     SECTION  10.3.   COMPLIANCE WITH LAWS; LICENSES AND PERMITS.    Seller
is in compliance, in all  material  respects,  with  all  applicable  laws,
regulations, orders, judgments, ordinances or decrees of any federal, state
or  local  court  or  any  governmental  authority.  Neither Seller nor the
Shareholders have received any notices or orders, nor to its knowledge have
any notices or orders been issued, relating  to  any violation by Seller or
the  Shareholders  of any law, ordinance, regulation  or  requirement  that
would have a material  adverse effect on the Business or the ownership, use
or operation of the Assets or the Assumed Liabilities.

     SECTION 11.3.  RELATIONSHIP  WITH SUPPLIERS AND CUSTOMERS.  Seller has
not received notice of any intention  to terminate or materially modify any
relationship with its suppliers or customers.

     SECTION 12.3.  TAXES.  All foreign,  federal,  state, parish and local
tax returns and reports required to be filed by Seller  in  connection with
the  operations of the Business or the ownership, use or operation  of  the
Assets  have been filed within the time period and in the manner prescribed
by law.   Seller has no reason to believe that any such returns and reports
filed for the  five  preceding calendar years do not reflect accurately all
liability for taxes required  to  be paid in connection with the operations
of the Business or the ownership, use  or  operation  of the Assets for the
periods covered thereby.  All taxes and assessments (including interest and
penalties) owed in connection with the operations of the  Business  or  the
ownership,  use  or  operation  of  the  Assets  have  been paid in full or
appropriate provision for payment has been made through  the  date  hereof,
including  all  estimated  corporate  income  tax  payments due and payable
through the date hereof.  Seller currently has no outstanding tax liability
under  the  law  of any jurisdiction that would subject  Purchaser  or  the
Assets to the liability  or withholding requirements of such jurisdiction's
law.   To the knowledge of  Seller  there  is  no  pending  examination  or
proceeding  by any authority or agency with respect to the Business or use,
operation or  ownership  of  the  Assets  relating  to  the  assessment  or
collection of any taxes.

     SECTION  13.3   CONCERNING  JOINT,  SEVERAL AND IN SOLIDO LIABILITY OF
SELLER AND THE SHAREHOLDERS.

     (a)  Seller and each Shareholder is accepting  joint,  several  and in
solido liability hereunder in consideration of the Purchase Price and other
obligations  undertaken  by  Purchaser under this Agreement, for the mutual
benefit, directly and indirectly,  of  Seller  and  each Shareholder and in
consideration  of  the undertakings of each Shareholder  to  accept  joint,
several and in solido liability for the obligations of each of them.

     (b)  Seller and  each  Shareholder  jointly,  severally and solidarily
hereby  irrevocably  and  unconditionally accept, as a  co-obligor,  joint,
several and solidary liability  with  the other with respect to the payment
and performance of the all of the obligations arising under this Agreement,
it being the intention of the parties hereto that all the obligations shall
be the joint, several and solidary obligations  of  each  of the Seller and
each Shareholder without preferences or distinction among them.

     (c)  If and to the extent that Seller or either Shareholder shall fail
to make any payment with respect to any of the obligations hereunder as and
when due or to perform any of such obligations in accordance with the terms
thereof,  then in each such event, Seller or either Shareholder  will  make
such payment with respect to, or perform, such obligation.

     (d)  The   obligations  of  Seller  and  each  Shareholder  under  the
provisions of this  Section  3.13  constitute  full recourse obligations of
such  party,  enforceable against such party to the  full  extent  of  such
party's properties  and assets, irrespective of the validity, regularity or
enforceability of this Agreement or any other circumstances whatsoever.

     (e)  Seller and  each Shareholder hereby waive notice of acceptance of
its joint, several and  solidary  liability,  notice  of  occurrence of any
breach of this Agreement, or of any demand for any  payment  or performance
under this Agreement, notice of any action at any time taken or  omitted by
Purchaser  under  or  in  respect of any of the obligations hereunder,  any
requirement of diligence and,  generally,  all  demands,  notices and other
formalities  of every kind in connection with this Agreement.   Seller  and
each Shareholder  hereby  assent to, and waives notice of, any extension or
postponement of the time for  the  payment  or  performance  of  any of the
obligations   hereunder,   the    acceptance  of  any  partial  payment  or
performance thereon, any waiver, consent or other action or acquiescence by
Purchaser at any time or times in respect  of  any default by Seller and/or
any Shareholder in the performance or satisfaction  of  any term, covenant,
condition  or  provision  of this Agreement, any and all other  indulgences
whatsoever by Purchaser in  respect  of  any  of the obligations hereunder.
Without  limiting  the  generality  of  the  foregoing,   Seller  and  each
Shareholder assents to any other action or delay in acting  or  failure  to
act  on  the part of Purchaser, including,  without limitation, any failure
strictly or  diligently  to  assert any right or to pursue any remedy or to
comply fully with applicable laws  or  regulations  thereunder which might,
but   for  the  provisions  of  this  Section  3.13,  afford  grounds   for
terminating, discharging or relieving such party, in whole or in part, from
any of  its  obligations under this Section 3.13, it being the intention of
Seller and each  Shareholder  that,  so  long  as  any  of  the obligations
hereunder  remain  unsatisfied,  the  obligations of such party under  this
Section 3.13 shall not be discharged except by performance and then only to
the  extent  of  such  performance.  The obligations  of  Seller  and  each
Shareholder under this Section  3.13  shall  not  be diminished or rendered
unenforceable by any winding up, reorganization, arrangement,  liquidation,
reconstruction or similar proceeding with respect to any reconstruction  or
similar  proceeding  with respect to Seller or any Shareholder.  The joint,
several and solidary liability of the Seller and each Shareholder hereunder
shall continue in full  force  and  effect  notwithstanding any absorption,
merger,  amalgamation  or  any  other  change  whatsoever   in   the  name,
membership,   constitution   or   place  of  formation  of  Seller  or  any
Shareholder.

     SECTION 14.3  ERISA.  Seller has  never maintained or become obligated
to contribute to any plan or arrangement  as  defined  in  Section  3.3  of
ERISA,  that  (a)   is  subject  to  Title IV of ERISA, (b)  is maintained,
administered or contributed to by Seller  and  (c)  covers  any employee or
former  employee  of  Seller.   Seller  has not within the last five  years
engaged in, nor is Seller a successor to  an  entity that has engaged in, a
transaction described in Section 4069 of ERISA.

     SECTION  15.3  LEGAL PROCEEDINGS.  There are  no  actions,  suits,  or
proceedings pending,  or   threatened  investigations, against or affecting
Seller  or the Shareholders, or the use,  ownership  or  operation  of  the
Assets, the Business or the Assumed Liabilities, at law or in equity, by or
before any  governmental  authority,  known  to Seller or the Shareholders,
which action, suit, investigation or proceeding, if resolved against Seller
or the Shareholders is reasonably likely to have  a material adverse effect
on  the  use,  ownership or operation of the Assets, the  Business  or  the
Assumed  Liabilities,  including  (i)  unfair  labor  practice  charges  or
complaints  alleging  violations of the National Labor Relations Act or any
similar state law or regulation, (ii)  charges of discrimination before the
Equal Employment Opportunity  Commission  or  any state or local government
agency   responsible  for  the  enforcement  of  state   or   local   anti-
discrimination  laws,  (iii)  claims before the United States Department of
Labor or before any local government agency responsible for the enforcement
of  similar state or local laws  alleging  violations  of  the  Fair  Labor
Standards  Act  or  any state or local laws covering such matters, and (iv)
claims before the United  States  Department  of Labor or any other federal
agency or before any state or local government  agency  responsible for the
enforcement of state or local laws alleging violations of  any occupational
safety and health laws, or Environmental Laws (as defined in  Section  3.16
hereof)  or  any  state  or  local law covering such matters.  There are no
outstanding unsatisfied judgments,  decrees, consent orders or other orders
of any governmental authority against  or  affecting  the use, ownership or
operation of the Assets, the Business, or the Assumed Obligations  known to
Seller  or  the  Shareholders.  No action or proceeding has been instituted
or, to the best of  Seller's  and  the  Shareholders' knowledge, threatened
against Seller or any Shareholder before  any governmental authority by any
Person seeking to restrain or prohibit the  execution  and delivery of this
Agreement  or the consummation of the transactions contemplated  hereby  or
thereby.

     SECTION 16.3  ENVIRONMENTAL.

     (a)  "Environmental  Laws"  means any federal, state, local or foreign
environmental  law, ordinance, criterion  guideline  or  regulation,  which
include  but are  not  limited  to:  (i)  the  Comprehensive  Environmental
Response,  Compensation  and Liability Act of 1980, 42 U.S.C. Section 9601-
9675, as amended by the Superfund  Amendments  and  Reauthorization  Act of
1986;  (ii)  the  Federal  Insecticide,  Fungicide, and Rodenticide Act, as
amended; (iii) the Resource Conservation and Recovery Act, as amended; (iv)
the Toxic Substances Control Act, as amended;  (v)  the  Hazardous Material
Transportation and Uniform Safety Act; (vi) the Clean Air  Act, as amended;
(vii) the Federal Water Pollution Control Act, as amended; (viii)  the  Oil
Pollution  Act  of  1990,  as  amended and (ix) the Louisiana Environmental
Quality  Act.   "Hazardous  substances,"  "hazardous  wastes,"  and  "toxic
substances"  includes  materials   defined   as   "hazardous   substances,"
"extremely    hazardous   substances,"   "hazardous   wastes,"   "hazardous
constituents,"  "hazardous  materials," "petroleum," "chemical substances,"
"pollutants," "contaminants,"  "solid  waste"  or "toxic substances" in the
Environmental Laws.

     (b)  Seller has (i) obtained all necessary licenses, permits and other
authorizations  and approvals required under the  Environmental  Laws,  and
(ii)  complied  with  all  Environmental  Laws  concerning  (x)  emissions,
discharges, releases or threatened release of toxic or hazardous substances
or wastes into the environment; (y) generation, use, collection, treatment,
storage, transportation,  recover, removal, discharge, disposal or handling
of  toxic  or  hazardous substances  or  wastes;  and  (z)  record-keeping,
maintenance, testing,  inspection,  notification and reporting requirements
with respect to toxic or hazardous substances  or  wastes.   Seller has not
filed any notice under any Environmental Law indicating past or present on-
site  treatment,  storage  or disposal of toxic or hazardous substances  or
wastes or reporting a spill  or release of toxic or hazardous substances or
wastes into the environment.

     (c)  Seller is not, nor has it been, subject to any civil, criminal or
administrative  action, suit, demand,  claim,  hearing,  notice  or  demand
letter,  notice of  violation,  investigation,  nor  is  any  such  action,
proceeding   pending   or   threatened   against  Seller  pursuant  to  any
Environmental Law.  Seller has no knowledge  of,  nor  has  Seller received
notice  of,  any past, present or future events, conditions, circumstances,
activities, practices, incidents, actions or plans which may interfere with
or prevent compliance or continued compliance with any Environmental Law or
which may give  rise to any common law or legal liability or otherwise form
the basis of any claim, action, demand, suit, proceeding, hearing, study or
investigation  under   any  Environmental  Law.   There  are  no  facts  or
circumstances that would  form the basis of a claim, citation or allegation
against  Seller  for a violation  of,  or  alleging  liability  under,  any
Environmental Law.

     (d)  There are  not,  and  have not been, any underground tanks of any
type (including tanks storing gasoline, diesel fuel, oil or other petroleum
products) or disposal sites for toxic  or  hazardous  substances  or wastes
located on or under any of the real property owned or operated by Seller.

     (e)  Seller  has  not,  nor has any person engaged by Seller, treated,
used, generated or manufactured any hazardous substances or wastes.  Seller
has not engaged any person to  handle, transport, treat store or dispose of
hazardous substances or wastes on  its behalf, and disposal transportation,
treating, storage or handling by the  Seller  of  hazardous  substances and
wastes has been in compliance with all Environmental Laws.

     SECTION  17.3.   DISCLOSURE  AND  RELIANCE.   None of the information,
documents,  certificates  or  instruments  furnished  by   Seller   or  the
Shareholders to Purchaser or any of its representatives in connection  with
this  Agreement  are false or misleading in any material respect or contain
any material misstatement  of  fact  or  omit  to  state any material facts
required to be stated to make the statements therein  not  misleading.  The
representations  and  warranties  made  herein are made by Seller  and  the
Shareholders with the knowledge and expectation  that  Purchaser is placing
reliance thereon. To the extent that any portion of the  representations or
warranties   made  herein  were  made  to  Seller's  or  any  Shareholder's
knowledge, Seller  and  the  Shareholders represent that they have made due
and reasonable inquiry with respect  thereto.   Purchaser  acknowledges and
affirms that such party has had access to such of the books,  records,  and
other  materials  and information regarding the Seller and the Business and
the Assets, deemed  necessary by Purchaser to evaluate the merits and risks
of the transactions contemplated by this Agreement and acknowledges that it
has  relied  solely  on   the  representations,  warranties  and  covenants
contained in this Agreement  and the Schedules and its own investigation in
entering into this Agreement.

                            ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES
                           OF PURCHASER

     Purchaser represents and warrants to Seller that:

     SECTION 1.11834.  CORPORATE  EXISTENCE.   Purchaser  is  a corporation
duly organized, validly existing and in good standing under the laws of the
State  of  Louisiana with full corporate power to carry on its business  as
now being conducted  and  to  own  and  operate  the  Assets  now owned and
operated by it, and is duly qualified to transact business and  is  in good
standing  in  each  jurisdiction  where  the ownership of its Assets or the
conduct of its business requires such qualification  and  the failure to be
so qualified would have a material adverse effect on Purchaser.

     SECTION  2.11834.  CORPORATE POWER AND AUTHORITY.  Purchaser  has  the
requisite corporate  power  and  authority to enter into this Agreement and
consummate  the transactions contemplated  hereby.   All  corporate  action
necessary to  authorize  the  execution,  delivery  and performance of this
Agreement by Purchaser has been taken, or, prior to Closing, will have been
taken,  and  this  Agreement  has  been  duly  executed  and  delivered  by
Purchaser.   This  Agreement  is  a legal, valid and binding obligation  of
Purchaser,  enforceable against Purchaser  in  accordance  with  its  terms
(except as limited  by  bankruptcy  and  insolvency  laws and by other laws
affecting the rights of creditors generally).

     SECTION 3.11834.  ABSENCE OF BREACH.  The execution  and  delivery  of
this Agreement by Purchaser, the compliance by Purchaser with the terms and
conditions  hereof  and  the  consummation by Purchaser of the transactions
contemplated hereby will not (a) result in or constitute a default, breach,
or  violation  of  any  of  the terms,  conditions  or  provisions  of  the
Certificate of Incorporation  or  Bylaws  of  Purchaser, (b) to Purchaser's
knowledge,  violate  any  provision  of,  any judicial,  administrative  or
arbitration order, award, judgment, writ, injunction  or  decree applicable
to,  or  any  governmental permit or license issued to, Purchaser,  or  (c)
conflict with,  result  in  a  breach  of, constitute a default or event of
default  (whether  by  notice  or the lapse  of  time  or  both)  under  or
accelerate or permit the acceleration  of  the performance required by, any
material indenture, mortgage, lien, lease, agreement or instrument to which
Purchaser is a party or by which Purchaser may be bound.

     SECTION  4.11834.   CONSENTS.   No authorization,  consent,  approval,
permit or license of or filing with any  governmental  or  public  body  or
authority,  any  lender or lessor or any other person or entity is required
to authorize the execution,  delivery  and performance of this Agreement on
the part of Purchaser.

                             ARTICLE V

                          INDEMNIFICATION

     SECTION 1.11834.  INDEMNIFICATION BY  SELLER.   Seller and each of the
Shareholders  shall,  and  hereby  agree to, indemnify and  hold  Purchaser
harmless against and in respect of:

     (1)  All  debts,  liabilities  and   obligations   of   Seller  and/or
Shareholders of any nature, whether accrued, absolute, contingent, or known
or  unknown  on  the date hereof, existing or arising on or resulting  from
events which occurred  or failed to occur on or before the Closing Date, to
the extent not expressly assumed by Purchaser hereunder;

     (2)  Any  liability,  loss,  claim,  damage  or  deficiency  resulting
directly or indirectly  from  any  misrepresentation, breach of warranty or
nonfulfillment  of  any  agreement  on  the   part  of  Seller  and/or  any
Shareholder   under  this Agreement, or from any  misrepresentation  in  or
omission from any certificate  or  other  instrument  furnished  or  to  be
furnished to Purchaser hereunder; and

     (3)  Any debt, liability, loss, claim, damage or deficiency ("CLAIMS")
of  any nature whatsoever (whether stated in contract or in tort) resulting
directly  or  indirectly  from  or  relating to any of the Open Work Orders
whether arising or resulting from events which occurred before or after the
Closing Date including without limitation  any  and all such Claims arising
under  or  related  to  product  liability, breach of  warranty,  workman's
compensation and Environmental Laws;

     (4)  All   other  actions,  suits,   claims,   proceedings,   demands,
assessments, adjustments,  costs  and  expenses  incident to the foregoing,
including,  without  limitation,  attorneys' fees and  other  out-of-pocket
expenses.

     SECTION  2.4.  INDEMNIFICATION  BY  PURCHASER.   From  and  after  the
Closing, Purchaser  will  indemnify and hold harmless Seller against and in
respect of:

     (1)  Any and all claims, actions, debts, obligations, damages, losses,
deficiencies, liabilities,  costs  and  expenses  incurred  or  suffered by
Seller that result from, relate to or arise out of:

          (1)  any and all liabilities and obligations of Seller which have
been expressly assumed by Purchaser pursuant to this Agreement;

          (2)  any  misrepresentation, breach of warranty or nonfulfillment
of any agreement or covenant on the part of Purchaser under this Agreement,
or from any misrepresentation  in or omission from any certificate or other
instrument furnished or to be furnished to Seller pursuant hereto; and

     (2)  All   other  actions,  suits,   claims,   proceedings,   demands,
assessments, adjustments,  costs  and  expenses  incident to the foregoing,
including, without limitation, legal fees and other out-of-pocket expenses.

                            ARTICLE VI

                        GENERAL PROVISIONS

     SECTION  1.2.   NOTICES.   Any  notices, demands,  requests  or  other
communications required or permitted hereunder  shall  be  in  writing  and
shall  be  deemed  to  have  been  sufficiently  given if sent by fax or by
registered or certified mail, postage prepaid, addressed as follows:

      TO THE SELLER:     Coastal Turbines, Inc.
                         122 Row 3
                         Lafayette, LA  70508
          Attention:     Paul E. Graham
                Fax:     (318) 234-6612

     WITH A COPY TO:     Paul J. Hebert, Ltd.
                         301 Rue Beauregard, Suite B
                         Lafayette, LA  70508
          Attention:     Fred W. Davis
                Fax:     (318) 267-7400

   TO THE PURCHASER:     OMNI Energy Services Corp.
                         4500 North East Evangeline Thruway
                         Carencro, LA 70520
          Attention:     Roger Thomas
                Fax:     (318) 896-2796

     WITH A COPY TO:     Jones, Walker, Waechter,
                           Poitevent, Carr<e`>re & Den<e`>gre
                         201 St. Charles Avenue
                         51st Floor
                         New Orleans, Louisiana  70170
          Attention:     W. Philip Clinton, Esq.
                Fax:     (504) 582-8012


or such other addresses as shall be furnished by like notice by such party.
Any such notice or communication given by mail shall be deemed to have been
given  two  business days after deposit in the U.S.  mails,  and  any  such
notice or communications  given  by  fax shall be deemed to have been given
when sent by and the appropriate acknowledgment received.

     SECTION 2.2.  COST AND EXPENSES.   Unless  otherwise  provided herein,
each  party  shall  pay  its  own  respective costs and expenses (including
without limitation, the fees, disbursements  and expenses of its attorneys,
accountants and advisors) in connection with the  negotiation,  preparation
and  execution  of  this Agreement and the consummation of the transactions
contemplated hereby.

     SECTION 3.2.  SUCCESSORS  AND  ASSIGNS.   Without  the  other  party's
written  consent,  this  Agreement and the rights and obligations hereunder
may not be assigned by any  party  hereto.  This Agreement shall be binding
upon and shall inure to the benefit  of  the  parties  and their respective
successors and permitted assigns.

     SECTION 4.2.  ENTIRE AGREEMENT; AMENDMENT.  This Agreement,  including
the schedules and exhibits hereto, constitutes the entire agreement  of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements with respect thereto.  This Agreement may be amended,  but
only  in  a  writing  signed by an authorized representative of each of the
parties hereto.

     SECTION 5.2.  COUNTERPARTS.   This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.

     SECTION 6.2.  HEADINGS.  The headings  of Articles and Sections herein
are inserted for convenience of reference only  and shall be ignored in the
construction or interpretation hereof.

     SECTION  7.2.   GOVERNING  LAW.   This  Agreement  and  all  documents
required hereunder shall be governed by and construed  in  accordance  with
the  laws  of  the  State of Louisiana, excluding such laws that direct the
application of the laws of any other jurisdiction.

     SECTION  8.2.   SURVIVAL   OF  REPRESENTATIONS  AND  WARRANTIES.   The
representations, warranties and indemnification  obligations  contained  in
this Agreement shall survive the Closing.

     SECTION  9.11834.  SEVERABILITY.  Any provision of this Agreement that
is prohibited or  unenforceable  in  any  jurisdiction  shall,  as  to such
jurisdiction,   be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability  without invalidating the remaining provisions hereof, and
any such prohibition  or  unenforceability  in  any  jurisdiction shall not
invalidate   or   render   unenforceable   such  provision  in  any   other
jurisdiction.   To  the  extent permitted by applicable  law,  the  parties
hereby waive any provisions  of  applicable  law that render any provisions
hereof prohibited or unenforceable in any respect,  but  all the provisions
of this Agreement shall be enforced to the fullest extent  permitted  under
applicable law.

     SECTION  10.11834.  TRANSFER TAXES.  All stamp, transfer, documentary,
sales, use, registration  and  other  such  taxes  and  fees (including any
penalties and interest incurred in connection with this Agreement  and  the
transactions  contemplated  hereby)  (collectively,  the  "TRANSFER TAXES")
shall  be  paid  by  Purchaser,  and  Purchaser shall, at its own  expense,
properly  file  on  a  timely basis all necessary  tax  returns  and  other
documentation with respect to any Transfer Tax.

     SECTION 11.11834.   ENFORCEMENT.   The  parties agree that irreparable
damage  would occur if any of the provisions of  this  Agreement  were  not
performed  in  accordance  with  their  specific  terms  or  were otherwise
breached.  It is accordingly agreed that the parties shall be  entitled  to
an  injunction  or injunctions to prevent breaches of this Agreement and to
enforce specifically  the  terms  and  provisions  of this Agreement in any
court  of  the  United  States  located  in  the State of Louisiana  or  in
Louisiana state court, this being in addition  to any other remedy to which
the parties are entitled at law or in equity.

     SECTION 12.11834.  NO THIRD-PARTY BENEFICIARIES.   This  Agreement  is
not  intended  to  create  any rights, benefits or remedies in favor of any
person not a party hereto and  shall  not be deemed to confer upon any such
person any rights, benefits or remedies.

     SECTION 13.11834  RIGHT OF SET-OFF.  Purchaser shall have the right to
set-off against any amounts otherwise payable to Seller by Purchaser, under
this Agreement, the Employment and Non-Competition  Agreement or otherwise,
any amounts payable by Seller to Purchaser pursuant to  the indemnification
provisions herein set forth.  Said right of set-off, however,  shall not be
exclusive of any other right or remedy Purchaser may have  with  respect to
indemnification claims, whether by contract, at law or in equity.  Further,
the amounts which are otherwise payable to Seller by Purchaser shall not be
deemed  to limit Purchaser's right to indemnification under this Agreement,
at law or in equity.

     SECTION  14.11834   FURTHER  ASSURANCES.  Seller, the Shareholders and
Purchaser  each  agree  to  execute  and   deliver  such  other  documents,
certificates, agreements and other writings  and to take such other actions
as  may  be  necessary  or  desirable in order to consummate  or  implement
expeditiously the transactions  contemplated  by this Agreement, including,
without limitation, any and all documents necessary to assign to Purchaser,
or in the case of intellectual property to grant  Purchaser  the  right  to
use,  any  of the Assets used by Seller in the operation of the Business or
the ownership,  use  or  operation  of  the Assets that are not conveyed to
Purchaser at the Closing.






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<PAGE>



<PAGE>
     IN WITNESS WHEREOF, this Asset Purchase Agreement has been executed on
behalf of each  of  the  parties  hereto as of the day and year first above
written.

                                   PURCHASER:

                                   OMNI ENERGY SERVICES CORP.:


                                   By: /S/ R. Patrick Morris
                                   Name:   R. Patrick Morris
                                   Title:  Vice President and General Manager
                                            Aviation Division

                                   SELLER:

                                   COASTAL TURBINES, INC.:


                                   By: /S/ Paul E. Graham
                                   Name:   Paul E. Graham
                                   Title:  President

                                   SHAREHOLDERS:


                                   By: /S/ Paul E. Graham
                                   Name:   Paul E. Graham


                                   By: /S/ Tina Taylor Graham
                                   Name:   Tina Taylor Graham



<PAGE>
                             EXHIBIT A


                          LEASE AGREEMENT


     This LEASE AGREEMENT (this "LEASE") is entered into as of the 17th day
of April, 1998 (the "EFFECTIVE DATE"), by and among COASTAL TURBINES, INC.,
a Louisiana corporation ("SELLER"), PAUL E. GRAHAM and TINA TAYLOR  GRAHAM,
the  sole  shareholders  of  Seller  (collectively,  the "SHAREHOLDERS" and
individually, a "SHAREHOLDER"), and OMNI ENERGY SERVICES CORP., a Louisiana
corporation ("PURCHASER"), in connection with that certain  Asset  Purchase
Agreement  (the  "PURCHASE  AGREEMENT") of even date herewith.  Capitalized
terms not otherwise defined herein  shall  have the meaning provided in the
Purchase Agreement.


                       W I T N E S S E T H:

     WHEREAS, as a condition precedent to Purchaser's  agreement  to  enter
into  the  Purchase  Agreement, Seller has agreed to lease to Purchaser the
facility it owns and currently  occupies  located  at 123 Row 3, Lafayette,
Louisiana (the "FACILITY").

     NOW, THEREFORE, in consideration of the foregoing  and  for other good
and valuable consideration, the receipt and sufficiency of which  is hereby
acknowledged, Seller, Shareholders and Purchaser agree as follows:

     (1)  LEASE.  Seller hereby leases to Purchaser all rights of Seller in
and to the Facility on the terms and conditions hereinafter set forth.

     (2)  TERM.   The  term  of  this Lease shall commence on the Effective
Date and shall terminate 90 days after  commencement  of  this  Lease  (the
"INITIAL  TERM").    Purchaser  shall  have an option to extend the term of
this Lease (the "RENEWAL TERM"), with such  Renewal Term to be for 90 days,
commencing upon the expiration of the Initial  Term.  Purchaser shall renew
the Lease by notifying the Seller in writing prior  to  the  termination of
the Initial Term.

     (3)  CONSIDERATION.   Seller is entering into this Lease in  order  to
induce Purchaser to enter into  the Purchase Agreement.  The fulfillment of
Purchaser's obligations under the  Purchase  Agreement shall constitute all
rental which is due under this Lease's Initial  Term.  Seller and Purchaser
intend  that the only expenses which Purchaser shall  incur  in  connection
with this  Lease's Initial Term are the cost of (a) any usual and customary
monthly utility  charges  necessary  for  Purchaser's  use of the Facility,
including, without limitation, all water, power and sewerage,  prorated  as
to  the  Effective  Date accordingly, and (b) insuring the Assets Purchaser
acquired pursuant to  the  Purchase  Agreement  and located at the Facility
during  the  duration of this Lease's Initial Term.   In  addition  to  the
expenses Purchaser  shall incur in connection with the Initial Term, during
the Renewal Term, Purchaser  shall  pay to Seller rent in the amount of ONE
THOUSAND TWO HUNDRED NINETY-FIVE DOLLARS  ($1,295.00)  per month.  However,
if the Purchaser terminates this Lease during the Renewal  Term,  under the
terms  of  this  Lease,  the rent shall be prorated and Purchaser shall  be
reimbursed accordingly.

     (4)  MAINTENANCE  AND  REPAIRS.   Seller  assumes  responsibility  and
liability for the maintenance  and  repair of the Facility, and it shall be
the  duty of Seller, at its own expense,  to  keep  the  Facility  and  any
structure  located thereon in good condition during the term of this Lease,
ordinary wear  and  tear excepted.  If Seller does not perform its required
maintenance and repair  obligations  within ten (10) days following receipt
of notice from Purchaser specifying the  problem to be corrected, Purchaser
may  arrange for the necessary maintenance  and  repair  and  Seller  shall
promptly reimburse Purchaser for the reasonable cost of such maintenance or
repair.

     (5)  COMPLIANCE  WITH  LAWS.  Purchaser's operations shall comply with
all zoning and nuisance laws.   Seller shall be responsible for keeping the
Facility in compliance with all building  codes,  zoning  laws, fire codes,
accessibility  laws  (including,  without  limitation,  the Americans  With
Disabilities  Act),  and other federal, state, and local laws,  ordinances,
regulations, and orders  relating to the physical condition of the Facility
and the improvements thereon.

     (6)  TAXES AND OTHER PUBLIC CHARGES.  Seller shall pay, as they become
due and payable and at least 30 days before any fine, penalty, interest, or
cost  may  accrue thereon, all  real  estate  taxes,  assessments,  service
charges, special  district  taxes,  and all other levies and charges, which
are  assessed  or  imposed  by governmental  or  other  taxing  or  levying
authority upon the Property or  any  part thereof, or become payable during
the term of this Lease.

     (7)  INSURANCE.   Seller  shall be  responsible  for  maintaining  all
insurance on the Facility (other  than  the  movable contents thereof), and
Seller shall maintain such coverages as Seller  shall  desire  in  its sole
discretion.   If  Seller  maintains  any  liability coverage, such coverage
shall name Purchaser as an additional insured.   Any  property or liability
insurance  policies  maintained  by  Seller  shall  contain  a   waiver  of
subrogation  in  favor of Purchaser, and, upon Purchaser's request,  Seller
shall provide Purchaser  with  copies  of  Seller's  insurance policies and
appropriate insurance certificates in order to confirm  the required waiver
of subrogation.  Purchaser shall, however, insure its own  movable property
located  at  the Facility against theft, damage, or destruction  with  such
property insurance  coverage  as  Purchaser desires in its sole discretion.
Seller shall not be liable for any  damage  or  destruction  of Purchaser's
movable property located at the Facility.

     (8)  ALTERATIONS TO THE PROPERTY. Purchaser shall not alter or improve
the  exterior  or  interior  structural  components of the Facility.   With
Seller's prior written consent, Purchaser may, at Purchaser's sole expense,
alter the interior non-structural components of the building.

     (9)  COVENANT OF QUIET ENJOYMENT.  Seller  covenants that, for so long
as Purchaser fulfills its obligations hereunder,  Purchaser  shall have the
quiet enjoyment of the Facility throughout the term of this Lease.

     (10) USE  OF THE FACILITY.  Purchaser shall use the Facility  for  any
lawful purpose in  connection  with  the use, ownership or operation of the
Assets.

     (11) INDEMNITY.  Purchaser shall  not  be liable for any loss, injury,
death or damage to persons or property which at any time may be suffered or
sustained by any person or entity as a result,  in whole or in part, of the
Facility's  condition, and Seller shall indemnify  Purchaser  against,  and
hold Purchaser  harmless  from,  all  claims,  liability,  loss  or  damage
whatsoever  on account of any such loss, injury, death or damage.  Seller's
indemnification  obligation  shall  not  apply  to  loss, injury, death, or
damage  arising  by reason of the negligence, gross negligence  or  willful
misconduct of Purchaser,  its  agents,  or employees.  Purchaser shall name
the  Shareholders  as insured under the Purchaser's  comprehensive  general
liability policy.

     (12) TERMINATION.   At any time during the Renewal Term, Purchaser may
terminate this Lease by notifying the Seller in writing five (5) days prior
to such termination date.

     (13) SURRENDER OF THE  FACILITY.   At the expiration of this Lease, or
at its earlier termination for any cause  provided in this Lease, Purchaser
shall surrender the Facility to Seller so that  Seller  can  repossess  the
Facility  no later than noon on the tenth (10th) day following the day upon
which this Lease expires or terminates.

     (14) NOTICES.   All  notices  shall  be  in  writing  and  provided in
accordance with the Purchase Agreement's notices provision.

     (15) GOVERNING  LAW.   This  Lease  shall  be governed by the laws  of
Louisiana.

     (16) COUNTERPARTS.  This Lease may be executed  in  two  counterparts,
each  of  which  shall constitute an original but both of which when  taken
together shall constitute one and the same instrument.

     (17) SUCCESSORS  AND  ASSIGNS.   This  Lease shall be binding upon the
respective successors and assigns of the parties hereto.

     (18) SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The representations,
warranties and indemnification obligations contained  in  this  Lease shall
survive the Closing.

     (19) SEVERABILITY.   Should  any  provision  of  this  Lease  be  held
unenforceable  under  any now existing or hereafter arising law, ordinance,
regulation, or jurisprudence,  the remaining provisions of this Lease shall
remain in full force and effect.



              [This page is left intentionally blank]



<PAGE>
     IN WITNESS WHEREOF, the parties  hereunto  set  their  hands as of the
Effective Date.


                              SELLER:

                              COASTAL TURBINES, INC.


                              By: /S/ Paul E. Graham    
                                  Paul E. Graham
                                  President

                              SHAREHOLDERS:


                              By: /S/ Paul E. Graham
                                  Paul E. Graham


                              By:/S/ Tina Taylor Graham
                                 Tina Taylor Graham

                              PURCHASER:

                              OMNI ENERGY SERVICES CORP.


                              By:/S/ Roger E. Thomas
                                 Roger E. Thomas
                                 President


<PAGE>
                            EXHIBIT B

                    OMNI  ENERGY SERVICES CORP.
                                AND
                          PAUL E. GRAHAM

             EMPLOYMENT AND NON-COMPETITION AGREEMENT


     THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT is made and entered into
as of the 17th day of April, 1998 (this "AGREEMENT") by and between OMNI
ENERGY SERVICES CORP., a Louisiana corporation  (as "COMPANY"), and PAUL E.
GRAHAM, a resident of the State of Louisiana ("EMPLOYEE").

     WHEREAS, the Company has agreed to acquire the assets and assume
certain liabilities of Coastal Turbines, Inc., a Louisiana corporation
("COASTAL"), of which Employee and his wife TINA TAYLOR GRAHAM are the sole
shareholders and Employee is president, (the "PURCHASE AGREEMENT") of even
date herewith.  Capitalized terms not otherwise defined herein shall have
the meaning provided in the Purchase Agreement;

     WHEREAS, the Company is desirous of obtaining the services of the
Employee upon the terms and conditions contained herein; and

     WHEREAS, the Employee is desirous of providing services for the
Company upon the terms and conditions contained herein.

     NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained, the receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

     1.   EMPLOYMENT.  The Company hereby hires the Employee and the
Employee hereby agrees to be employed upon the terms and conditions
hereinafter set forth.

     2.   TERM.  Subject to the provisions for termination as hereinafter
provided, the term of this Agreement shall be for a period of thirty-six
(36) months from the date hereof.

     3.   COMPENSATION.  For the period beginning on the mutual execution
of this Agreement and expiring on the termination of this Agreement,
Company shall pay Employee Sixty Thousand Dollars ($60,000) per annum.

     4.   BENEFITS.  Effective upon the Closing and for the period of
Employee's employment under the terms of this Agreement, Company shall
provide to Employee (i) fifteen (15) days of annual paid vacation, (ii)
sick leave consistent with the Company's sick leave policy for employee
managers, (iii) enrollment in a health insurance plan consistent with the
Company's policy for providing insurance to employee managers and their
families, and (iv) enrollment in any 401K plan or other retirement benefit
plan as soon as it becomes available to Company employees.  Further, the
parties agree that Company shall consider at a later date a mutually agreed
upon bonus incentive plan.

     5.   DUTIES.  Employee shall be employed as General Manager and Chief
Inspector of the Repair Station, and shall assume all of the
responsibilities and perform all of the duties, tasks and other work as
outlined in the Coastal Turbines, Inc. Repair Station Inspection Procedures
Manual, dated January 24, 1994, and as it may from time to time be amended.

     6.   TERMINATION.  This Agreement may be terminated at any time by the
Company, without prior notice, for cause or for breach of any obligation of
Employee to Company.  For purposes of this Agreement "cause" shall mean:

          (a)  personal dishonesty within the course of employment with the
               Company which evidences a want of integrity or is a breach
               of trust;

          (b)  persistent failure to abide by reasonable rules and
               regulations governing the transaction of business of the
               Company as the Company's Board of Directors may from time to
               time adopt or approve;

          (c)  persistent inattention to duties, or the commission of acts
               within employment with the Company amounting to gross
               negligence or willful misconduct;

          (d)  misappropriation of funds or property of the Company or
               committing any fraud against the Company or against any
               other person or entity in the course of employment with the
               Company;

          (e)  misappropriation of any corporate opportunity, or otherwise
               obtaining personal profit from any transaction which is
               adverse to the interests of the Company or to the benefits
               of which the Company is entitled;

          (f)  the commission of a felony involving moral turpitude; or

          (g)  any violation of a term of this Agreement.

     7.   CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION.   Employee
recognizes, acknowledges and agrees that the names of the Company's
customers and its pricing structure, processes, operations, marketing
programs, sales techniques, designs, specifications and other trade secrets
(collectively, the "PROPRIETARY INFORMATION") are valuable, special and
unique assets of the Company.  Employee will not, during or after the term
of Employee's employment, directly or indirectly, utilize for the benefit
of any person, business, enterprise or entity other than Company, or
disclose any portion or part of the Company's Proprietary Information to
any person, firm, corporation, association or other entity for any reason
or purpose whatsoever.  Furthermore, it is agreed that all data, lists,
papers, memoranda, documents, and all products of Employee's skill,
resulting from Employee's employment herein, shall be and remain the sole
and exclusive property of the Company, and Employee shall execute any and
all agreements and instruments that may be necessary to evidence the
Company's ownership of such property.  In the event of a breach or
threatened breach by the Employee of the provisions of this Section 6, the
Company shall be entitled to an injunction restraining the Employee from
breaching the terms of this Agreement.  Nothing herein shall be construed
as prohibiting the Company from pursuing any other remedy available to the
Company for such breach or threatened breach, including the recovery of
damages from the Employee.

     8.   COVENANT OF NON-COMPETITION.  For the period of Employee's
employment and for a period ending two (2) years after termination of
Employee's employment (whether such termination occurs because of a breach
of this Agreement by the Company or by Employee, because of a termination
of this Agreement by Company or Employee or the expiration of the term of
this Agreement or for any reason following the expiration of the term of
this Agreement) the Employee will not, directly or indirectly:  (a) within
any parish or municipality in Louisiana as set forth in EXHIBIT B-1 hereto
or, with respect to activity outside of Louisiana, within any jurisdiction
in which customers of the Company are located or reside, solicit, induce or
otherwise contact past, current or prospective customers of the Company for
the purpose of soliciting business from such customers, or any other
purpose whatsoever which is detrimental to the Company or its business; (b)
within any parish or municipality in Louisiana as set forth in EXHIBIT B-1
hereto or, with respect to activity outside of Louisiana, within any
jurisdiction in which Coastal or the Company engages in or has engaged in
business, own, manage, operate, control, be employed by, consult with,
participate in, or be connected in any manner with the ownership,
management, operation or control of any business, enterprise, or entity
(including a sole proprietorship of Employee) which: (i) owns, operates,
participates in, or controls any aspect of the engine overhaul and repair,
aviation, seismic support or geophysical services business, which
businesses include but are not limited to surveying, the provision of
seismic drilling and support services, the transportation of personnel
and/or equipment used in connection with seismic drilling and support
services, and the design and manufacture of such equipment, or (ii) owns,
operates, participates in, or controls any business which competes with the
Company or (c) employ, hire, offer employment to, retain, engage or
otherwise solicit or seek to obtain the services, whether as an employee,
consultant, independent contractor or otherwise, of any employee,
consultant, independent contractor or any other person or enterprise that
performs or has in the past performed services for the Company.

     9.   REFORMATION/SAVINGS CLAUSE.  The parties agree that if either the
length of time or the geographical area of  Employee's covenants contained
herein are deemed too restrictive by any court of competent jurisdiction in
any proceeding involving the validity of said covenants, then the court may
reduce the offending restriction to the maximum restriction it deems
reasonable under the circumstances so as to give the maximum permissible
effect to the intentions of the parties as set forth herein, and the court
may enforce such provisions as so reformed.

     10.  REMEDIES AND EQUITABLE PROVISIONS.  The following provisions
shall apply in respect of Employee's covenants and agreements contained in
this Agreement:

     (a)  Employee acknowledges and agrees that Employee's covenants
contained in this Agreement are reasonable and necessary for the proper
protection of Company and that the Employee's agreements herein not to
compete with the Company shall not hinder Employee in obtaining gainful
employment at the termination of this Agreement in the event Employee shall
desire such employment.

     (b)  Employee acknowledges and agrees that Company does not have an
adequate remedy at law for the breach or threatened breach of Employee's
covenants contained in this Agreement and Employee therefore agrees that
Company, in addition to any other remedy which may be available to it,
shall be entitled to enforce Employee's covenants by injunction or other
equitable means. Without limiting the generality of the foregoing, the
Company shall be entitled to an injunction restraining the Employee from
owning, managing, operating, controlling, being employed by, participating
in, or being in any way so connected with any activity which is prohibited
in Section 8 and/or the solicitation of any business on his behalf or on
behalf of others from any customer. Nothing herein stated shall be
construed as prohibiting Company from pursuing any other remedies available
to the Company for such breach or threatened breach including the recovery
of damages from the Employee.

     (c)  The parties agree that if Company should institute litigation
against Employee to enforce any provisions of this Agreement, then the
prevailing party in such litigation shall be entitled to receive, in
addition to any other relief awarded such party, reasonable attorneys' fees
in respect of the prosecution or defense of such litigation.

     11.  NOTICES.  Any notices, demands, requests or other communications
required or permitted hereunder shall be in writing and shall be deemed to
have been sufficiently given if sent by fax or by registered or certified
mail, postage prepaid, addressed as follows:

      TO THE SELLER:     Coastal Turbines, Inc.
                         122 Row 3
                         Lafayette, LA  70508
          Attention:     Paul E. Graham
                Fax:     (318) 234-6612

     WITH A COPY TO:     Paul J. Hebert, Ltd.
                         301 Rue Beauregard, Suite B
                         Lafayette, LA  70508
          Attention:     Fred W. Davis
                Fax:     (318) 267-7400

   TO THE PURCHASER:     OMNI Energy Services Corp.
                         4500 North East Evangeline Thruway
                         Carencro, LA 70520
          Attention:     Roger Thomas
                Fax:     (318) 896-2796

     WITH A COPY TO:     Jones, Walker, Waechter,
                           Poitevent, Carr<e`>re & Den<e`>gre
                         201 St. Charles Avenue
                         51st Floor
                         New Orleans, Louisiana  70170
          Attention:     W. Philip Clinton, Esq.
                Fax:     (504) 582-8012


or such other addresses as shall be furnished by like notice by such party.
Any such notice or communication given by mail shall be deemed to have been
given two business days after deposit in the U.S. mails, and any such
notice or communications given by fax shall be deemed to have been given
when sent by and the appropriate acknowledgment received.

     12.  WAIVER OF BREACH.  The waiver or nonenforcement by the Company of
a breach of any provision of this Agreement by the Employee shall not
operate or be construed as a waiver of any subsequent breach by the
Employee.

     13.  ASSIGNMENT.  Employee acknowledges that the services to be
rendered by him are unique and personal.  Accordingly, Employee may not
assign any of his rights or delegate any of his duties or obligations under
this Agreement.  The rights and obligations of Company under this Agreement
shall inure to the benefit of and shall be binding upon the successors and
assigns of Company.

     14.  SEVERABILITY.  Every provision of this Agreement is entitled to
be severable.  The parties agree that if any term or provision hereof is
held to be illegal, invalid, against public policy or unenforceable for any
reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder to the Agreement, and the remaining provisions of
this Agreement shall not be affected thereby.

     15.  AMENDMENTS.  No alterations, modifications, amendments or changes
herein shall be effective or binding upon the parties unless the same shall
have been agreed in writing by all the parties.

     16.  SECTION HEADINGS.  Section and other headings in this Agreement
are for reference purposes only, and are in no way intended to describe,
interpret, define or limit the scope or extent of any provision hereof.

     17.  COUNTERPART EXECUTION. This Agreement may be executed by any
number of counterparts with the same effect as if all parties hereto had
signed the same document.  All counterparts shall be construed together and
shall constitute one agreement.

     18.  APPLICABLE LAW.  COMPANY AND EMPLOYEE ACKNOWLEDGE AND AGREE THAT
THE LAW OF SEVERAL STATES COULD, CONCEIVABLY, APPLY TO THE TERMS OF THIS
AGREEMENT.  IN ORDER TO PROVIDE CERTAINTY WITH RESPECT TO THE CONSTRUCTION,
INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT, IT IS THE INTENTION OF
THE PARTIES THAT THE INTERNAL LAWS OF THE STATE OF LOUISIANA SHALL GOVERN
ONLY THE CONSTRUCTION, INTERPRETATION, VALIDITY AND ENFORCEMENT OF EACH
TERM OF THE AGREEMENT WHICH RELATES TO OBLIGATIONS WHICH ARE INTENDED TO BE
PERFORMED OR RESTRICTIONS UPON THE ACTIVITIES OR CONDUCT OF THE PARTIES
WITHIN THE STATE OF LOUISIANA.  THE CONSTRUCTION, INTERPRETATION, VALIDITY
AND ENFORCEMENT OF EACH TERM OF THE AGREEMENT WHICH RELATES TO OBLIGATIONS
TO BE PERFORMED OR RESTRICTIONS UPON THE ACTIVITIES OR CONDUCT OF THE
PARTIES OUTSIDE OF THE STATE OF LOUISIANA SHALL BE GOVERNED BY THE LAW OF
THE STATE IN WHICH SUCH ACTIVITIES OCCUR.  THE PARTIES TO THIS AGREEMENT
HAVE AGREED TO THIS BIFURCATED CHOICE OF LAW AFTER CAREFUL CONSIDERATION
AND REFLECTION.

     19.  RIGHTS CUMULATIVE.  The rights of Company hereunder shall be
cumulative and the enforcement by Company of any right shall not affect in
any way the ability of Company to enforce any other right hereunder or any
right or remedy of Company at law or in equity.

     20.  ENTIRE AGREEMENT.  This instrument contains the entire agreement
of the parties and may not be changed orally but only by agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized managers, and the Employee has hereunto set
his hand as of the day and year first above written.

                              COMPANY:

                              OMNI  ENERGY SERVICES CORP.,
                              a Louisiana corporation



                              By: /S/ R. Patrick Morris
                                  R. Patrick Morris
                                  Vice President and General Manager
                                       Aviation Division

                              EMPLOYEE:



                              By: /S/ Paul E. Graham
                                  Paul E. Graham


<PAGE>
                            EXHIBIT B-1

    LOUISIANA PARISHES IN WHICH COVENANT NOT TO COMPETE APPLIES

                         Orleans
                         Jefferson
                         Plaquemines
                         St. Charles
                         Lafourche
                         Terrebonne
                         St. Martin
                         Assumption
                         St. James
                         Iberville
                         St. Mary
                         Lafayette
                         Acadia
                         Cameron
                         Vermilion
                         Calcasieu
                         Jefferson Davis
                         St. Bernard


<PAGE>

                            EXHIBIT "C"


                BILL OF SALE AND GENERAL ASSIGNMENT


     This BILL OF SALE AND GENERAL ASSIGNMENT (this "BILL OF SALE") is
dated as of the 17th day of April, 1998 (the "CLOSING DATE") by and among
COASTAL TURBINES INC., a Louisiana corporation ("SELLER") and PAUL E.
GRAHAM and TINA TAYLOR GRAHAM (the "SHAREHOLDERS") in favor of OMNI ENERGY
SERVICES CORP., a Louisiana corporation ("PURCHASER").  Capitalized terms
not otherwise defined herein shall have the meaning provided in that
certain Asset Purchase Agreement (the "PURCHASE AGREEMENT") by and among
Seller, Purchaser, and Shareholders, of even date herewith.

     For and in consideration of the Purchase Price and for other good and
valuable consideration specified in the Purchase Agreement, the receipt and
sufficiency of which is hereby acknowledged, Seller and the Shareholders do
hereby bargain, grant, sell, convey, assign, transfer and deliver unto
Purchaser on the Closing Date all of the Assets including, but not limited
to, the assets listed on Schedules 1.01(a), 1.01(b), and 3.09 and Exhibits
A and B hereto.

     TO HAVE AND TO HOLD, such Assets unto Purchaser and its successors and
assigns forever free and clear of any chattel mortgages, security interest,
pledges, restrictions, liens, encumbrances, equities or claims, and Seller
and the Shareholders hereby bind themselves, their respective successors
and assigns, jointly, severally, and solidarily to WARRANT AND FOREVER
DEFEND all and singular the Assets unto Purchaser, its successors and
assigns, against any person whomsoever claiming the same, or any part
thereof.





              [This page is left intentionally blank]


<PAGE>
     IN WITNESS WHEREOF, Seller, Shareholders and Purchaser have executed
this Bill of Sale effective as of the Closing Date.


SELLER:

COASTAL TURBINES, INC.


By: /S/ Paul E. Graham
    Paul E. Graham
    President

SHAREHOLDERS:


By: /S/ Paul E. Graham
    Paul E. Graham


By: /S/ Tina Taylor Graham
    Tina Taylor Graham


PURCHASER:

OMNI ENERGY SERVICES CORP.


By: /S/ R. Patrick Morris
    R. Patrick Morris
    Vice President and General 
    Manager
       Aviation Division


<PAGE>
                             EXHIBIT D


                   UCC-3 TERMINATION STATEMENTS





<PAGE>
                         SCHEDULE 1.01(A)

                        CTI EQUIPMENT LIST


TCM 3000 lb. Fork Lift
60 Gal. 150PSI Black Max Air Compressor
Ex-Cell - 2 Ton Engine Hoist
Econoline Glass Bead Blast Cabinet
Starrett - Grade A Surface Plate 24" x 36"
Arbor Press - 12"
Table Vise
Snap-On Parts Washer
20 Ton Hydraulic Press
2ea Red Barn Machine - Engine Work Stands
Enco 10" Rotary Table
1X - 3X Microscope
Micron - Microfiche Reader
5ea Work Tables 4' x 8'
31ea Heavy Duty Parts Racks - Shop & Parts Room
2ea Office Desk with Chairs
1ea Receptionist  Desk with Return & Chair
4ea Guest Chairs
Hewlett Packard Plain Paper Fax Machine 200
Xerox Copier Model 5309
Panasonic 412 Key Phone System with 6 Phone Receivers
GE 15 cu. ft. Refrigerator
Brother AX-500 Typewriter
Freightmaster 400 Scale
3ea 2 Drawer File Cabinets
1ea 4 Drawer File Cabinet
Allison 250 Series Tooling C20B - Some C28/C30
Micrometers, Dial Indicator, Depth Mic, etc. - Starrett
Special Test Fixtures
Shipping/Receiving Desk
Computer Desk
IBM 486 Computer with Lexmark 1000 Color Printer



<PAGE>
                         SCHEDULE 1.01(B)

                             INVENTORY


<TABLE>
<CAPTION>
PART NO.                DESCRIPTION                                             QUANTITY
<S>                     <C>                                            <C>
Overhaul                6871486 Combustion Liner S/N 8-81-350                       1
Overhaul                6871486 Combustion Liner S/N SB116                          1
Overhaul                6871486 Combustion Liner S/N SA1753                         1
Overhaul                6871486 Combustion Liner S/N_______                         1
Overhaul                6871486 Combustion Liner S/N_______                         1
Overhaul                6871486 Combustion Liner S/N_______                         1
Overhaul                6890040 #1 Noz Shield S/N 9-78-102                          1
Overhaul                6890040 #1 Noz Shield S/N 12-86-293                         1
Overhaul                6890040 #1 Noz Shield S/N 5-84-273                          1
Overhaul                A6890040 #1 Noz Shield PMA S/N LP94D-03                     1
Overhaul                6895826 C30 #1 Noz Shield S/N 3-79-71                       1
Overhaul                6895826 C30 #1 Noz Shield S/N 1-81-26                       1
Overhaul                6898784 Adapter S/N 67814                                   1
Overhaul                6898784 Adapter S/N 51555                                   1
Overhaul                6898730 PT Support S/N DW14879                              1
Overhaul                6898731 PT Support S/N MK35120                              1
Overhaul                23005258 PT Inner Shaft S/N 58532                           1
Overhaul                23001903 PT Outer Shaft S/N 55365                           1
Overhaul                6851534 Scroll S/N MA24267                                  1
Overhaul                6851534 Scroll S/N MA11608                                  1
Overhaul                6870811 Shroud S/N ER22636                                  1
Overhaul                6870811 Shroud S/N ER32600                                  1
Overhaul                6892070 Oil Filter Hsg S/N 12773                            1
Overhaul                6892070 Oil Filter Hsg S/N 28177                            1
SCHEDULE 1.01(B) CONTD.


Overhaul                6853511 Exhaust Collector S/N 16892                         1
Overhaul                6879879 Exhaust Collector S/N 26571                         1
</TABLE>


                              SPARES

   CAE-821691F
C20B Compressor     CAC-39711
C20B Gearbox        CAC-37383

   CAE-822887F
C20B Turbine        CAT-33728

   CAE-830810
C20B Compressor     CAC-33835

C20B Compressor     CAC-31623

C20B Turbine        CAT-36760

C20B Turbine        CAT-22973

C20B Compressor     CAC-16149

C20B Compressor     CAC-34400


All of these modules are in various stages of repair / overhaul.  Complete
log book records for  all modules / engines.



<PAGE>
                      SCHEDULE 1.01(B) CONTD.

                            REPAIRABLES

5ea       C20B GEARBOX COVERS
4ea       C20B GEARBOX HOUSINGS
1ea       C20F GEARBOX HOUSING
9sets     C20B COMPRESSOR CASE HALVES
5ea       C20B COMUSTION LINERS
3ea       C20B #2 TURBINE NOZZLES
7ea       C20B #4 TURBINE NOZZLES
4ea       C20B SUMP COVERS
2ea       C20B OUTER COMBUSTION CASES
3ea       C20B COMPRESSOR SCROLLS
1ea       C20B FRONT SUPPORT
4ea       C20B VANE RINGS
5ea       FUEL PUMPS
5ea       FUEL NOZZLES


                        SERVICEABLE MODULES

<TABLE>
<CAPTION>
C20B Compressor                  CAC-31942F                       TSO-3289.2 (Rental)
<S>                              <C>                              <C>
C20B Compressor                  CAC-33739                        TSO-1075.5 (TSI-0)
C20B Turbine                     CAT-80069                        TSO-1828.1 (Rental)
C20B Turbine                     CAT-32460F                       TSO-2760.2 (Rental)
C20B Turbine                     CAT-33841                        TSO-1835.7 (Rental)
C20B Gearbox                     CAG-32442F                       TSO-2667.7 (TSI-0)(Rental)
C20B Gearbox                     CAG-32507F                       TSO-2848.3 (TSI-0)
C20B Gearbox                     CAG-37864                        TSN-4282.0
</TABLE>




<PAGE>
                         SCHEDULE 1.02(C)

                         OPEN WORK ORDERS



ESTIMATE OF REPAIRS

1.   W/O 230        American Aviation CAT-22969   $16,000.00
                    3&4 wheel retired

2.   W/O 233        Horizon Helicopters CAC-38671 $15,000.00
                    repair for F.O.D.

3.   W/O 228        Texas National Helicopters    $18,000.00
                    CAG-37040
                    repair for metal in oil

4.   W/O 236        American Aviation CAT-22606   $10,000.00
                    Sudden stoppage inspection

5.   W/O 238        Horizon Helicopters CAT-31290F $45,000.00
                    3500 hr. Overhaul

6.   W/O 239        American Aviation CAC-39252    $ 2,000.00
                    Metal in oil

7.   W/O 240        American Aviation CAG-33751    $15,000.00
                    Metal in oil

8.   W/O 241        American Aviation CAT33412     $ 3,000.00
                    Metal in oil

9.   W/O 242        Helicopter De Guatemala CAT30695P $23,000.00
                    1750 hr. Mini-Turbine



<PAGE>
                            SCHEDULE 3.09

                          PROPRIETARY RIGHTS



                        COASTAL TURBINES, INC.