STOCK PURCHASE AGREEMENT



                               BY AND AMONG


                               BERT HAMILTON
                         HAMILTON DRILL TECH INC.

                                   AND

                        OMNI ENERGY SERVICES CORP.





                                MAY 13, 1998



<PAGE>
                              TABLE OF CONTENTS

ARTICLE I    SALE AND PURCHASE OF SHARES 1
     SECTION 1.01 SALE OF SHARES. 1
     SECTION 1.02 CONSIDERATION: PURCHASE PRICE. 1
     SECTION 1.03 DIRECTORS AND OFFICERS. 1
     SECTION 1.04 EMPLOYMENT AND NON-COMPETITION AGREEMENT. 1

ARTICLE II   THE CLOSING 2
     SECTION 2.01 TIME AND PLACE. 2
     SECTION 2.02 THE COMPANY'S AND SHAREHOLDER'S DELIVERIES. 2
     SECTION 2.03 PURCHASER'S DELIVERIES. 2
     SECTION 2.04 DELIVERY OF DOCUMENTS BY ALL PARTIES. 2

ARTICLE III  REPRESENTATIONS AND WARRANTIES OF COMPANY
     AND SHAREHOLDER ...........................................3
     SECTION 3.01  CORPORATE EXISTENCE. 3
     SECTION 3.02  CORPORATE POWER AND AUTHORITY. 3
     SECTION 3.03  NO CONFLICT. 3
     SECTION 3.04  CAPITALIZATION. 3
     SECTION 3.05  SHAREHOLDER RESIDENCY 4
     SECTION 3.06  CORPORATE RECORDS 4
     SECTION 3.07  CONSENTS. 4
     SECTION 3.08  TITLE TO ASSETS; LIENS. 4
     SECTION 3.09  LEASES AND IMMOVABLE PROPERTY. 4
     SECTION 3.10  CONTRACTS. 4
     SECTION 3.11  EMPLOYEE MATTERS. 4
     SECTION 3.12  ABSENCE OF CERTAIN CHANGES. 5
     SECTION 3.13  ABSENCE OF CERTAIN CHANGES OR EVENTS. 5
     SECTION 3.14  PROPRIETARY RIGHTS. 6
     SECTION 3.15  COMPLIANCE WITH LAWS; LICENSES AND PERMITS. 7
     SECTION 3.16  RELATIONSHIP WITH SUPPLIERS AND CUSTOMERS. 7
     SECTION 3.17  TAXES. 7
     SECTION  3.18   CONCERNING  JOINT,  SEVERAL AND IN SOLIDO LIABILITY OF
          COMPANY AND THE SHAREHOLDER...........................7
     SECTION 3.19  ERISA. 8
     SECTION 3.20  LEGAL PROCEEDINGS. 9
     SECTION 3.21  ENVIRONMENTAL. 9
     SECTION 3.22  DISCLOSURE AND RELIANCE. 10

ARTICLE IV   REPRESENTATIONS AND WARRANTIESOF PURCHASER 11
     SECTION 4.01  CORPORATE EXISTENCE. 11
     SECTION 4.02  CORPORATE POWER AND AUTHORITY. 11
     SECTION 4.03  ABSENCE OF BREACH. 11
     SECTION 4.04  CONSENTS. 12

ARTICLE V    LIABILITY AND INDEMNIFICATION 12
     SECTION 5.01 NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES 12
     SECTION 5.02 INDEMNIFICATION BY THE SHAREHOLDER AND COMPANY 12
     SECTION 5.03 INDEMNIFICATION BY PURCHASER 12
     SECTION 5.04 CONDITIONS OF INDEMNIFICATION 13
     SECTION 5.05 LIMITATIONS ON LIABILITY 14

ARTICLE VI   MISCELLANEOUS 14
     SECTION 6.01 NOTICES 14
     SECTION 6.02 COST AND EXPENSES. 15
     SECTION 6.03 FURTHER ASSURANCES 15
     SECTION 6.04 RESIGNATION 15
     SECTION 6.05 GOVERNING LAW. 15
     SECTION 6.06 ENTIRE AGREEMENT. 15
     SECTION 6.07 AMENDMENT. 15
     SECTION 6.08 PARTIES IN INTEREST. 15
     SECTION 6.09 COUNTERPARTS. 15



<PAGE>
                     STOCK PURCHASE AGREEMENT


     This STOCK PURCHASE AGREEMENT (this "AGREEMENT") is executed as of May
13, 1998, by and among HAMILTON DRILL TECH  INC.,  a  Canadian corporation,
formerly known as 686593 ALBERTA LTD. ("COMPANY"), BERT  HAMILTON, the sole
shareholder  ("SHAREHOLDER")  of  Company,  and OMNI ENERGY SERVICES  CORP.
("PURCHASER") and the transactions contemplated  hereby  shall be effective
for accounting purposes as of May 1, 1998 the ("EFFECTIVE DATE").

                       W I T N E S S E T H :

     WHEREAS,   Shareholder owns 100% of the issued and outstanding  shares
of capital stock  of Hamilton, all such shares of capital stock of Hamilton
owned by Shareholder  being  described  on  EXHIBIT "A" attached hereto and
made a part hereof (collectively, the "SHARES");

     WHEREAS,  Shareholder  desires  to  sell,  and  Purchaser  desires  to
purchase, all of the Shares, subject to the terms  and  conditions  of this
Agreement;

     WHEREAS,  the  board  of  directors  of  Purchaser  has  approved  the
acquisition of all of the Shares;

     WHEREAS, Company owns a seismic support business (the "BUSINESS"); and

     NOW,  THEREFORE,  in  reliance upon the representations and warranties
made herein and in consideration of the mutual agreements herein contained,
the parties agree as follows:

                             ARTICLE I
                    SALE AND PURCHASE OF SHARES

     SECTION 1.s SALE OF SHARES.   Subject  to the terms and conditions set
forth in this Agreement, including, without limitation,  the conditions set
forth  in  Section  2.02  hereof,  Shareholder  hereby  agrees to  sell  to
Purchaser, and Purchaser hereby agrees to purchase from Shareholder  all of
the Shares (the "STOCK PURCHASE").

     SECTION 2.s CONSIDERATION: PURCHASE PRICE.  Upon the terms and subject
to  the  conditions  contained  in  this Agreement, in consideration of and
payment for the Shares, Purchaser shall  pay to Shareholder, in cash at the
Closing  (as  defined  in Section 2.01 hereof)  EIGHT  HUNDRED  SIXTY-SEVEN
THOUSAND EIGHT HUNDRED SEVENTY  AND  NO/100  DOLLARS (U.S.$867,870.00) (the
"PURCHASE PRICE").

     SECTION 3.s DIRECTORS AND OFFICERS.  At the  Closing, all officers and
directors of Company shall tender their resignations to Purchaser.

     SECTION 4.s EMPLOYMENT AND NON-COMPETITION AGREEMENT.  At the Closing,
Purchaser shall enter into (i) an Employment and Non-Competition  Agreement
with  Bert  Hamilton, as set forth on EXHIBIT "B" attached hereto, (ii)  an
Employment and Non-Competition Agreement with Leonard Lickfold as set forth
on EXHIBIT "C" attached hereto; and (iii) an Employment and Non-Competition
Agreement with  Georgina  Matheson  as  set  forth  on EXHIBIT "D" attached
hereto (the "EMPLOYMENT AGREEMENTS").


                            ARTICLE II
                            THE CLOSING

     SECTION  1.s  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 Shares (the "CLOSING") will take place at 8:00 a.m. on the date
hereof at the offices of Carscallen Lockwood Cormie located  at #1500, 407-
2nd Street S.W., Calgary, Alberta, Canada T2P2Y3, (the "CLOSING DATE").

     SECTION  2.s  THE  COMPANY'S  AND SHAREHOLDER'S DELIVERIES.    At  the
Closing, Shareholder shall deliver to Purchaser the following items:

     (a)  certificates representing  the  Shares which shall be endorsed in
blank;

     (b)  certified resolutions of Company approving the Stock Purchase and
          other  transactions  contemplated  by  this  Agreement  to  which
          Purchaser is a party;

     (c)  all resignation letters required by Section 1.03 hereof;

     (d)  a certificate of good standing for Company  issued by Province of
Alberta;

     (e)  articles of incorporation and bylaws for Company; and

     (f)  receipt for the purchase price received.

     SECTION 3.s PURCHASER'S DELIVERIES.  Upon execution  of this Agreement
by all parties hereto, Purchaser shall pay Shareholder the  Purchase  Price
in cash by wire transfer to an account as  designated by Shareholder.

     SECTION 4.s DELIVERY OF DOCUMENTS BY ALL PARTIES.  At the Closing, all
parties   to  this  Agreement  shall  execute  and  deliver  the  following
documents:

     (a)  Bert  Hamilton's  Employment  and  Non-Competition Agreement with
          Purchaser as set forth on EXHIBIT "B" attached hereto;

     (b)  Leonard Lickfold's Employment and Non-Competition  Agreement with
          Purchaser as set forth on EXHIBIT "C" attached hereto; and

     (c)  Georgina Matheson's Employment and Non-Competition Agreement with
          Purchaser as set forth on EXHIBIT "D" attached hereto.


                            ARTICLE III
     REPRESENTATIONS AND WARRANTIES OF COMPANY AND SHAREHOLDER

     Company and the Shareholder hereby represent and warrant  to Purchaser
that as of the Closing Date:

     SECTION  1.s   CORPORATE  EXISTENCE.   Company  is a corporation  duly
organized,  validly existing and in good standing under  the  laws  of  the
Province of Alberta,  Canada.  Company has all requisite corporate power to
carry on the Business, as it is now being conducted, and to own and operate
its assets and properties,  and  is duly qualified to transact business and
is in good standing in each jurisdiction  where the ownership of its assets
and properties or the conduct of the Business requires such qualification.

     SECTION 2.s  CORPORATE POWER AND AUTHORITY.  Company 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
Company has been duly taken and this Agreement  has  been duly executed and
delivered  by  Company.   This  Agreement  is  a  good, valid  and  binding
obligation  of  Company and Shareholder, enforceable  against  Company  and
Shareholder 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.s   NO  CONFLICT.   The  execution  and  delivery  of  this
Agreement  by  Company  and  Shareholder,  the  compliance  by  Company and
Shareholder  with  the terms and conditions hereof and the consummation  by
Company and Shareholder  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 Company, (b) violate any provision of, any judicial,  administrative  or
arbitration  order,  award, judgment, writ, injunction or decree applicable
to Company or Shareholder,  or any governmental permit or license issued to
Company, 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
Company,  under  any  material  indenture,  mortgage,  lien,  agreement  or
instrument  to which Company is a party or by which Company or any  of  its
assets or properties may be bound.

     SECTION 4.s  CAPITALIZATION.  The Shares constitute 100% of the issued
and outstanding  capital  stock  of  Company,  and  there  is  no unanimous
shareholders  agreement  in  place.   Shareholder owns the Shares free  and
clear  of  all security interests, pledges,  liens,  claims,  encumbrances,
equities,  voting   trusts  and  agreements,  proxies  and  limitations  or
restrictions on the transfer thereof whatsoever.  The Shares have been duly
authorized and validly  issued  and  are  fully  paid  and  non-assessable.
There  exist  no  options,  warrants,  subscriptions  or  other  rights  to
purchase,  or  securities  convertible  into  or  exchangeable for, Company
common  stock.   No  shares  of Company common stock have  been  issued  or
disposed of in violation of the  preemptive  rights  of  any  of  Company's
present or former shareholders.

     SECTION 5.s  SHAREHOLDER RESIDENCY.  The Shareholder is a resident  of
Canada for the purpose of the Income Tax Act [Canada].

     SECTION  6.s   CORPORATE  RECORDS.   Correct  and  complete  copies of
Company's articles of incorporation (and all amendments thereto) and bylaws
as  amended  and  in  effect  as  of  the date hereof, will be delivered to
Purchaser  pursuant to Section 2.02.  Company's  minute  books,  copies  of
which have been  made  available  to Purchaser, contain accurate minutes of
all formally noticed meetings of, and written consents to all actions taken
without meetings by, the boards of  directors  (and any committees thereof)
and shareholders of Company since their respective formations.

     SECTION 7.s  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
Shareholder or the Company, other than those which have been obtained.

     SECTION  8.s   TITLE  TO  ASSETS;   LIENS.    Company   has  good  and
indefeasible title to all assets and properties that it purports  to own in
each case subject to no security interest, pledge, lien, lease, encumbrance
or  charge  other  than:  (a) liens for taxes not yet due and payable,  (b)
liens that secure debt that  is reflected on Company's Financial Statements
previously  delivered  to  Purchaser,   and   (c)   servitudes,  easements,
encroachments, rights-of-way, restrictions, covenants, and similar inchoate
encumbrances  which  do  not  affect the current use of such  assets.   The
assets and properties owned or  leased by Company as of the date of Closing
are the only  assets necessary  for the conduct of the business of Company,
as presently conducted.

     SECTION  9.s   LEASES  AND IMMOVABLE  PROPERTY.   Attached  hereto  as
SCHEDULE 3.09 is a list of each  lease  pursuant  to  which  Company is the
lessee  with  respect  to  each parcel of immovable property leased  by  it
(collectively, "LEASED PROPERTY").   Company  possesses and occupies all of
the  Leased Property.  Company does not own any  immovable  property.   All
improvements  (including  all  buildings,  or  portions  thereof,  and  all
fixtures)  on  any  of the Leased Property are in good repair and operating
condition,  normal wear  and  tear  and  required  maintenance  (which  has
heretofore been regularly performed) excepted, and are suitable and fit for
the purposes  for  which  they  are  currently  being  used.   The  use and
occupation  of  the Leased Property and the improvements thereon by Company
comply  in  all material  respects  with  all  Legal  Requirements,  zoning
regulations and building codes.

     SECTION  10.s   CONTRACTS.   Schedule  3.10 describes all contracts or
commitments  of  Company  and/or  Shareholder  that  are  material  to  the
operation of the Business or the ownership, use  or  operation of Company's
assets and properties (including without limitation, mortgages, indentures,
loan agreements, long-term supply contracts and open contracts).

     SECTION 11.s  EMPLOYEE MATTERS.  None of the employees of Company is a
member  of  or  represented  by  any labor union; Company 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
Company's employees; and,  to Company'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, Company had no more than 15 employees at any one
time.

     SECTION 12.s  ABSENCE OF CERTAIN CHANGES.  Since  December  31,  1997,
Company  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 Company or to the assets.

     SECTION  13.s   ABSENCE  OF  CERTAIN  CHANGES  OR  EVENTS.   Except as
expressly contemplated by this Agreement, since December 31, 1997,  Company
has not:

          (a)  made  any  change  in  its authorized capital or outstanding
securities  or  redeemed, purchased or otherwise  acquired,  or  agreed  to
redeem, purchase  or  otherwise  acquire,  or issued, sold or delivered, or
agreed to issue, sell or deliver, any capital  stock  or  other  securities
(whether  authorized  and  unissued  or held in the treasury) or rights  to
acquire such capital stock or other securities;

          (b)  declared or made, or agreed  to declare or make, any payment
of  dividends  or distributions of any assets of  any  kind  whatsoever  in
respect of its capital stock;

          (c)  borrowed  or  agreed  to  borrow  any  funds or incurred, or
become  subject to, any obligation or liability (absolute  or  contingent),
except obligations  and  liabilities  incurred  in  the  ordinary course of
business;

          (d)  paid  any obligation or liability (absolute  or  contingent)
other than current liabilities  then due and owing and paid in the ordinary
course of business;

          (e)  except  as occurred  in  the ordinary course of business and
consistent  with  the  past  practices  of  Company  sold,  transferred  or
otherwise disposed of, or agreed to sell, transfer or otherwise dispose of,
or acquired, or agreed to acquire, any assets, properties or rights;

          (f)  mortgaged,  pledged or otherwise  subjected,  or  agreed  to
mortgage, pledge or otherwise  subject,  any  of  its  assets  to any lien,
charge or other encumbrance, or agreed to do so;

          (g)  entered or agreed to enter into any agreement or arrangement
granting any preferential rights to purchase any of its assets,  properties
or  rights  (including  management  and control thereof), or requiring  the
consent of any party to the transfer  and assignment of any of such assets,
properties or rights (including management and control thereof);

          (h)  written up or written down  the carrying value of any of its
assets;

          (i)  changed the job costing system  or  depreciation  methods of
accounting for its assets;

          (j)  other  than  in  the  ordinary  course of business, made  or
permitted  any  amendment  or  termination  of any contract,  agreement  or
license to which it is a party or by which it  or  its assets or properties
are  subject, or forgiven or canceled any debts or claims  or  released  or
waived any rights or claims;

          (k)  entered  into  any  employment,  compensation  or consulting
agreement that is not terminable by Company as the case may be,  at will at
any  time, or collective bargaining agreement with any person or group,  or
modified or amended the terms of any such existing agreement;

          (l)  other  than in the ordinary course of business, increased or
agreed to increase the  rate  of  compensation payable to become payable by
Company or to any of its officers,  directors  or  employees or adopted any
new, or made any amendment in any existing, profit sharing, bonus, deferred
compensation,  savings, insurance, pension, retirement  or  other  employee
benefit plan;

          (m)  experienced  any labor trouble or lost or terminated any key
employees, or material customers or suppliers;

          (n)   received any  citation  for  any violations of any material
Legal Requirement including, without limitation,  The  Occupational  Health
and   Safety   Act  (Alberta)  or  any  rules  or  regulations  promulgated
thereunder;

          (o)  suffered  any  material  adverse  change  in  its  financial
condition,  prospects,  assets,  liability  or  business  or  suffered  any
material  damages,  destruction  or  losses  (whether  or  not  covered  by
insurance);

          (p)  entered   into   any  other  commitment  or  transaction  or
experienced any other event that  has materially and adversely affected, or
is likely to materially and adversely  affect,  the  business,  operations,
prospects,   assets,   liabilities   or  financial  condition  of  Company,
considered on consolidated basis; or

          (q)  defaulted under any insurance  coverage,  failed to give any
notice or present any claim under such coverage in a timely  fashion  or in
the manner or detail required by the policy or binder.  Futhermore, Company
has  no  outstanding  unpaid premiums with respect to any insurance held by
the Company and has not  received any notice of cancellation or non-renewal
with respect to, or disallowance of any claim under any such coverage.

     SECTION  14.p   PROPRIETARY  RIGHTS.   SCHEDULE  3.13  identifies  all
patents, inventions, research, trademarks, trade names, copyrights, service
marks, royalty rights  or design rights used now or within the last year by
Company in the operation  of the Business or ownership, use or operation of
its assets and properties.   Except  as  set  forth  on  SCHEDULE 3.13, (a)
Company is not 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 its assets and properties and (b) there are
no  claims or suits pending  or,  to  Shareholder's  knowledge,  threatened
against  Company  claiming  an  infringement  by  Company  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  its
assets or properties.

     SECTION 15.p  COMPLIANCE  WITH LAWS; LICENSES AND PERMITS.  Company is
in  compliance,  in  all  material  respects,  with  all  applicable  laws,
regulations,  orders, judgments, ordinances  or  decrees  of  any  federal,
provincial, state  or  local  court or any governmental authority.  Company
has not received any notices or  orders,  nor  to  its  knowledge  have any
notices  or orders been issued or threatened, relating to any violation  by
Company of  any law, ordinance, regulation or requirement that would have a
material adverse  effect on the Business or the ownership, use or operation
of its assets and properties.   Company  has no knowledge of any condition,
state of facts or the occurrence of any event  that  might  reasonably form
the basis for any claim of liabilities or litigation against the Company.

     SECTION 16.p  RELATIONSHIP WITH SUPPLIERS AND CUSTOMERS.   Company has
not received notice of any intention to terminate or materially modify  any
relationship with its suppliers or customers.

     SECTION  17.p   TAXES.   All foreign, federal, state, province, parish
and local tax returns and reports  required  to  be  filed  by  Company  in
connection  with  the  operations  of the Business or the ownership, use or
operation of its assets and properties  have  been  filed  within  the time
period  and in the manner prescribed by law.  Shareholder 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 Company's assets and properties 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 Company's  assets  and  properties  have
been  paid  in  full  or  appropriate  provision  for payment has been made
through  the  date  hereof,  including,  without limitation,  any  Workers'
Compensation Board tax or payment and all  estimated  corporate  income tax
payments due and payable through the date hereof.  Neither Shareholder  nor
Company  currently  has  any outstanding tax liability under the law of any
jurisdiction that would subject  Purchaser  or  the  Company's  assets  and
properties   to   the   liability   or  withholding  requirements  of  such
jurisdiction's law.  To the knowledge  of  Shareholder  there is no pending
examination or proceeding by any authority or agency with  respect  to  the
Business  or  use,  operation  or  ownership  of  the  Company's assets and
properties relating to the assessment or collection of any taxes.

     SECTION  18.p   CONCERNING JOINT, SEVERAL AND IN SOLIDO  LIABILITY  OF
COMPANY AND THE SHAREHOLDER.

     (a)  Company and  Shareholder  are  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  Company  and  Shareholder  and  in
consideration of the  undertakings  of Shareholder to accept joint, several
and in solido liability for the obligations of each of them.

     (b)  Company and 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 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 Company and
Shareholder without preferences or distinction among them.

     (c)  If and to the extent that Company or 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, Company and/or Shareholder will make such
payment with respect to, or perform, such obligation.

     (d)  The obligations  of  Company and Shareholder under the provisions
of  Section  3.8   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)  Company and  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.  Company and
Shareholder  hereby  assent  to,  and  waive 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 Company and/or
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, Company and Shareholder
assent 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 Section 3.8 afford grounds for terminating,  discharging  or
relieving such  party,  in  whole  or  in part, from any of its obligations
under Section 3.8 it being the intention  of  Company and Shareholder that,
so  long  as  any  of  the  obligations hereunder remain  unsatisfied,  the
obligations of such party under  Section 3.8 shall not be discharged except
by  performance  and then only to the  extent  of  such  performance.   The
obligations of Company  and  Shareholder  under  Section  3.8  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  Company  or
Shareholder.   The joint, several and solidary liability of the Company and
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
Company.

     SECTION 19.p  ERISA.  Company 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 Company  and  (c)  covers any employee or
former  employee of Company.  Company has not within the  last  five  years
engaged in,  nor is Company a successor to an entity that has engaged in, a
transaction described in Section 4069 of ERISA.

     SECTION 20.p   LEGAL  PROCEEDINGS.   There  are  no actions, suits, or
proceedings  pending, or  threatened investigations, against  or  affecting
Company or Shareholder, or the use, ownership or operation of the Company's
assets or properties, or the Business at law or in equity, by or before any
governmental authority, which action, suit, investigation or proceeding, if
resolved against  Company  or  Shareholder  is  reasonably likely to have a
material adverse effect on the use, ownership or operation of its assets or
properties, the Business, including, without limitation,   (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,
(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 3.21 hereof) or any state or local  law  covering such matters, and
circumstances  which  would  reasonably  give  rise  to  claims  under  the
Employment Standards Code (Alberta), the Labour Relations  Code  (Alberta),
and the Alberta Human Rights, Citizenship and Multiculturalism Act.   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 its assets or properties, or the Business.  No
action or proceeding has been  instituted  or threatened against Company or
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.   The
Company has paid  all Employment Insurance and Canada Pension Plan premiums
and is not in default in paying such premiums.

     SECTION 21.p  ENVIRONMENTAL.

     (a)  "Environmental  Laws" means any federal, state, provincial, 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; (ix) the Louisiana Environmental Quality
Act;  and (x) the Alberta Environmental  Protection  and  Enhancement  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)  Company,  and  to  the  best of the Company's knowledge,  parties
operating  on  behalf  of  the Company  have  (i)  obtained  all  necessary
licenses, permits and other authorizations and approvals required under the
Environmental  Laws,  and  (ii)   complied   with  all  Environmental  Laws
concerning (a) emissions, discharges, releases  or  threatened  release  of
toxic   or  hazardous  substances  or  wastes  into  the  environment;  (b)
generation,    use,   collection,   treatment,   storage,   transportation,
processing, distribution, recover, removal, discharge, disposal or handling
of  toxic  or hazardous  substances  or  wastes;  and  (c)  record-keeping,
maintenance,  testing,  inspection, notification and reporting requirements
with respect to toxic or  hazardous  substances or wastes.  Company 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.  The Company and to the best of the Company's
knowledge,  parties  operating  on behalf of the Company, are in compliance
with all Environmental Laws.

     (c)  Company 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  Company  pursuant  to   any
Environmental Law.  Company  has  no knowledge of, nor has Company 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 Company  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 leased or operated by Company.

     (e)  Company has not, nor has  any person engaged by Company, treated,
used,  generated  or  manufactured  any  hazardous  substances  or  wastes.
Company 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  Company of hazardous
substances and wastes has been in compliance with all Environmental Laws.

     (f)  The written data and information disclosed or  reported  pursuant
to  the Environmental Laws by Company does not contain any untrue statement
of a material fact or fail to state any material fact necessary to make any
such disclosure or reporting not misleading.

     SECTION  22.p   DISCLOSURE  AND  RELIANCE.   None  of the information,
documents, certificates or instruments furnished by Company 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  Shareholder  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  Shareholder's
knowledge,  Shareholder  represents  that they have made due and reasonable
inquiry with respect thereto.  Purchaser  acknowledges  and affirms that it
has  had  access  to  such  of the books, records, and other materials  and
information regarding the Company  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 Shareholder that:

     SECTION  1.p   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  is  duly  qualified to transact business and is in
good standing in each jurisdiction where  the  ownership  of its assets and
properties  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.p   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.p   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.p  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
                   LIABILITY AND INDEMNIFICATION

     SECTION 1.p NATURE  AND  SURVIVAL  OF  REPRESENTATIONS AND WARRANTIES.
All representations and warranties contained in Articles III and IV of this
Agreement shall survive the Closing Date.  The  liability  of  any party to
indemnify  any  other party pursuant to this Article V shall be limited  to
claims as to which  notice  has  been given to the indemnifying party on or
prior to the fifth anniversary of  the  Closing  Date,  whether  or not any
damages have been actually been sustained as of such date.

     SECTION  2.p  INDEMNIFICATION  BY  THE  SHAREHOLDER AND COMPANY.   The
Shareholder and Company bind themselves IN SOLIDO to protect, indemnify and
hold   harmless  Purchaser  and  its  respective  shareholders,   officers,
directors,  agents,  attorneys and affiliated parties, and their respective
legal representatives, successors and assigns, from and against any demand,
claim, action, cause of action, suit, proceeding, investigation, liability,
obligation, judgment,  loss,  damage,  cost  or expense (including, without
limitation, reasonable attorneys' fees) as they are incurred or suffered by
any of them  and caused by or arising out of:

          (a)  any breach or default in the performance  by  Shareholder of
any  covenant or agreement of the Shareholder contained in this  Agreement,
or any agreement attached hereto as an exhibit;

          (b)  any  breach  of  any  representation  or  warranty  made  by
Shareholder  in Article III of this Agreement, or in any agreement attached
hereto as an exhibit; or

          (c)  any  and  all  actions, suits, proceedings, claims, demands,
judgments, costs and expenses (including  reasonable  legal  and accounting
fees) incident to any of the foregoing.

     SECTION 3.c INDEMNIFICATION BY PURCHASER.  Purchaser binds  itself  to
protect,  indemnify  and  hold  harmless the Shareholder and his respective
heirs,  beneficiaries,  legal  representatives,   successors,  assigns  and
affiliated persons, from and against any demand, claim,  action,  cause  of
action,  suit,  proceeding, investigation, liability, obligation, judgment,
loss, damage, cost  or  expense  (including, without limitation, reasonable
attorneys' fees) as they are incurred  or  suffered by any such indemnified
person and caused by or arising out of:

          (a)  any breach or default in the performance by Purchaser of any
covenant or agreement of Purchaser contained  in  this  Agreement,  or  any
agreement attached hereto as an exhibit;

          (b)  any  breach  of  any  representation  or  warranty  made  by
Purchaser  in Article IV of this Agreement or any agreement attached hereto
as an exhibit;

          (c)  any  and  all  actions, suits, proceedings, claims, demands,
judgments, costs and expenses (including  reasonable  legal  and accounting
fees) incident to any of the foregoing; or

          (d)  carrying  on  the  business of the Company from the  Closing
Date.

     SECTION  4.c  CONDITIONS  OF  INDEMNIFICATION.   The  obligations  and
liabilities of the Company and Shareholder  or  Purchaser  (for purposes of
this  Section  5.04, the "INDEMNIFYING PARTIES") to protect, indemnify  and
hold harmless any other party (the "INDEMNIFIED PARTY") under Sections 5.02
or 5.03 hereof with  respect  to  claims asserted by third parties shall be
subject to the following terms and conditions:

          (a)  promptly after receipt  of  notice  of  commencement  of any
action  evidenced  by  service  of  process or other legal pleading, or the
assertion in writing of any claim by  a  third party, the Indemnified Party
shall give to the Indemnifying Party, written  notice thereof together with
a  copy  of  such  claim,  process,  or  other  legal  pleading,   and  the
Indemnifying Party shall have the right to undertake the defense thereof by
representatives  of  its  choosing (subject to the right of the Indemnified
Party to consent reasonably thereto) and at its expense; provided, however,
that the Indemnified Party  may  participate  at  its  own  expense  in the
defense  with counsel of its own choice.  The failure to give the preceding
notice shall  not  operate  as  a  waiver  of  any  indemnification  rights
hereunder  so  long as the Indemnifying Party is not prejudiced as a result
thereof, and the Indemnifying Party may undertake the defense in accordance
with the foregoing  as  soon  as  it  learns  of the third party claim even
though it may learn of such claims through some other means.

          (b)  in the event that the Indemnifying  Party,  by  the 30th day
after  receipt  of  notice  (as set forth above) of any such claim (or,  if
earlier, by the 10th day preceding  the  day  on  which  an answer or other
pleading must be served in order to prevent judgment by default in favor of
the  person  asserting such claim), does not elect to defend  against  such
claim, the Indemnified  Party shall have the right, but not the obligation,
to undertake the defense,  compromise or settlement of such claim on behalf
of  and  for the account and risk  of  the  Indemnifying  Party's  expense,
subject to  the  right  of  the Indemnifying Party to assume the defense of
such  claims  at  any  time  prior   to  settlement,  compromise  or  final
determination thereof.

          (c)  anything   in   this   Section    5.04   to   the   contrary
notwithstanding, the Indemnifying Party shall not  settle any claim without
the consent of the Indemnified Party unless such settlement  involves  only
the  payment  of  money  and does not involve any admission of liability or
stipulation of fact which  the  Indemnified  Party  believes  in  its  sole
discretion  may  have  an  adverse  effect  on  it and, if Purchaser is the
Indemnified Party, on Company, and the claimant provides to the Indemnified
Party  a  release  from all liability in respect of  such  claim.   If  the
settlement of the claim involves more than the payment of money or involves
an admission of liability  or  stipulation  of fact, the Indemnifying Party
shall  not  settle  the  claim without the prior  written  consent  of  the
Indemnified Party.

          (d)  the Indemnified  Party  and the Indemnifying Party will each
cooperate with all reasonable requests of  the  other  with  respect to any
indemnified claim.

     SECTION 5.d LIMITATIONS ON LIABILITY.   After the Closing,  except  in
the  case of actual fraud or willful, wanton or malicious misrepresentation
on the part of any party, the rights of the Shareholder and Purchaser under
this Article V shall be their exclusive right and remedy and in lieu of any
and all  other  rights  or remedies that any such party may have under this
Agreement  or  otherwise with  respect  to  the  transactions  contemplated
hereby.  If any  party hereto shall be obligated to indemnify another party
hereunder,  then  the  Indemnifying  Party  shall,  upon  payment  of  such
indemnity, be subrogated  to  all  rights  of  the  Indemnified  Party with
respect to claims to which such indemnification relates.

                            ARTICLE VI
                           MISCELLANEOUS

     SECTION   1.d  NOTICES.   Any  notice  or  communication  required  or
permitted hereunder  shall  be  given  in  writing,  sent  by  (a) personal
delivery,  (b)  expedited  delivery  service  with  proof of delivery,  (c)
registered or certified United States mail, postage prepaid or (d) telegram
or telex, addressed to the appropriate party as follows:

TO THE SHAREHOLDER:      Bert Hamilton
                         4354 47th Avenue
                         Olds, Alberta
                         Canada  T4H1A2
               Fax:      (403) 556-7699

WITH A COPY TO:          Carscallen Lockwood Cormie
                         1500, 407-2nd Street S.W.
                         Calgary, Alberta, Canada
                         T2P 2Y3
               Attention: R. Gordon Cormie
               Fax:      (403) 262-2952


TO THE PURCHASER:        OMNI Energy Services Corp.
                         4500 North East Evangeline Thruway
                         Carencro, LA 70520
               Attention: Roger E. Thomas
               Fax:      (318) 896-6655

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 to such other address or to the attention of such  other  individual  as
hereafter  shall  be  designated in writing by the applicable party sent in
accordance herewith.  Any  such  notice or communication shall be deemed to
have been given either at the time  of personal delivery or, in the case of
delivery service or mail, as of the date of first attempted delivery at the
address and in the manner provided herein,  or  in  the case of telegram or
telex, upon receipt.

     SECTION 2.d 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.d  FURTHER ASSURANCES.  The parties  hereto  agree  (i)  to
furnish upon request  to  each  other  such  further  information,  (ii) to
execute and deliver to each other such other documents, (iii) to provide to
each  other  or each other's officers, counsel, independent accountants  or
other representatives  or  agents  reasonable access during normal business
hours to the books, records and other  information  relating to the Company
that is within their possession for the purpose of allowing  the completion
of  tax  returns,  financial  statements  or  other reasonable business  or
financial purposes and (iv) to do such other acts  and  things,  all as the
other  party  hereto may at any time reasonably request for the purpose  of
consummating the  transactions  contemplated by and carrying out the intent
of this Agreement and any other documents referred to herein.

     SECTION 4.d RESIGNATION.  Shareholder  hereby resigns, effective as of
the Closing Date, from all offices, directorships and other capacities held
by Shareholder with respect to the Company.

     SECTION 5.d GOVERNING LAW.  This Agreement  shall  be  governed by and
construed  in  accordance  with  the  substantive  laws  of  the  State  of
Louisiana.

     SECTION  6.d  ENTIRE  AGREEMENT.   This  Agreement embodies the entire
agreement  and  understanding of the parties hereto  with  respect  to  the
subject  matter  hereof   and   supersedes   all   prior   agreements   and
understandings  (whether written or oral) among the parties with respect to
such subject matter.

     SECTION 7.d AMENDMENT.  This Agreement may be amended or modified only
by written agreement of all of the parties hereto.

     SECTION 8.d PARTIES IN INTEREST.  This Agreement shall be binding upon
and inure to the  benefit  of  the  parties  hereto  and  their  respective
successors, executors, administrators, personal representatives, heirs  and
permitted assigns, and no party hereto may assign its rights or obligations
hereunder  without  the  prior written consent of the other parties hereto.
Nothing in this Agreement  is intended or shall be construed to confer upon
or to give any person other  than the parties hereto any rights or remedies
under or by reason of this Agreement.

     SECTION 9.d COUNTERPARTS.   This  Agreement  may be executed in one or
more  counterparts, each of which will be deemed an  original  but  all  of
which together will constitute one and the same instrument.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed this
Agreement as of the date first above written.

                              PURCHASER:

                              OMNI ENERGY SERVICES CORP.


                              BY: /S/ Roger E. Thomas
                                  ROGER E. THOMAS
                                  RESIDENT



                              SHAREHOLDER:


                              /s/ Bert Hamilton
                              BERT HAMILTON



                              COMPANY:

                              HAMILTON DRILL TECH INC.



                              BY: /S/ Bert Hamilton
                                   BERT HAMILTON
                                   PRESIDENT


<PAGE>
                          ACKNOWLEDGMENT



STATE OF LOUISIANA

PARISH OF ORLEANS



     BEFORE ME, the undersigned authority, on this day personally  appeared
ROGER  E. THOMAS, known to me to be the person whose name is subscribed  to
the foregoing  Stock  Purchase  Agreement  and  acknowledged  to me that he
executed the same for the purposes and consideration therein expressed,  as
his personal act and deed.

     Given under my hand and seal of office this 7th day of May, 1998.



By: /S/ Roger E. Thomas
    ROGER E. THOMAS
    PRESIDENT



                     /s/ Mark Grafton Otts
                     N O T A R Y  P U B L I C

        My Commission Expires: At My Death



<PAGE>

                          ACKNOWLEDGMENT



PROVINCE OF ALBERTA

JUDICIAL DISTRICT OF CALGORY


     BEFORE ME, the undersigned authority, on this day  personally appeared
BERT HAMILTON, known to me to be the person whose name is subscribed to the
foregoing Stock Purchase Agreement and acknowledged to me  that he executed
the  same  for  the  purposes and consideration therein expressed,  as  his
personal act and deed.

     Given under my hand and seal of office this 13th day of May, 1998.



/S/ Bert Hamilton
BERT HAMILTON



                     /s/ R. Gordon Cormie
                     N O T A R Y  P U B L I C

        My Commission Expires: At The Pleasure of the Lieutenant Governor


<PAGE>
                         LIST OF EXHIBITS


EXHIBIT A -    Description of Shares
EXHIBIT B -    Employment Agreement and Non-Competition between OMNI Energy
               Services Corp. and Bert Hamilton
EXHIBIT C -    Employment and Non-Competition Agreement between OMNI Energy
               Services Corp. and Leonard Lickfold
EXHIBIT D -    Employment and Non-Competition Agreement between OMNI Energy
               Services Corp. and Georgina Matheson





                         LIST OF SCHEDULES


SCHEDULE 3.09  -    Leases

SCHEDULE 3.10  -    Contracts

SCHEDULE 3.14  -    Proprietary Rights


<PAGE>
                                 EXHIBIT A
                        to Stock Purchase Agreement

                           DESCRIPTION OF SHARES



1)   TEN (10) CLASS "A"  VOTING  PARTICIPATING  SHARES  with an unspecified
     conversion rate attached.




<PAGE>
                           SCHEDULE 3.09


                              LEASES



<PAGE>
                           SCHEDULE 3.10


                       CONTRACT COMMITMENTS


1.   Veritas Geophysical
     Wasa Lake, British Columbia, Canada
     2-D Program
     Start-up date:  May 02, 1998
     400 shot holes
     3 drills


2.   Plains Resources Calumet Florida Inc.
     Raccoon Point, Florida, U.S.A.
     6.2 linear miles of 2-D Seismic Program
     16.2 sq. miles of 3-D Seismic Program



                    CONTRACTS UNDER NEGOTIATION

1.   Western Geophysical
     Caroline, Alberta
     3-D Speculative Program
     Approx.  3000 holes

2.   Western Geophysical
     Anchorage, Alaska, U.S.A.
     Kenai 2-D Program
     700 holes


<PAGE>
                           SCHEDULE 3.14

                        PROPRIETARY RIGHTS



1.   HAMILTON DRILL TECH INC.