AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") is executed as of
May  5,  1998,  by  and  among  EAGLE  SURVEYS INTERNATIONAL, INC., a Texas
corporation  ("EAGLE"),  TIMOTHY  J.  FLAMAN   its  sole  shareholder  (the
"SHAREHOLDER")  and  OMNI  ENERGY SERVICES CORP., a  Louisiana  corporation
("OMNI"), and the transactions  contemplated  hereby shall be effective for
accounting purposes as of April 1, 1998.

                       W I T N E S S E T H:

     WHEREAS, the Board of Directors of Eagle and  its  Shareholder and the
Board of Directors of OMNI deem it advisable that Eagle be  merged with and
into  OMNI (the "MERGER") pursuant to the provisions of the Texas  Business
Corporation  Act  (the  "TBCA")  and the Louisiana Business Corporation Law
(the "LBCL") and upon the terms and conditions hereinafter set forth; and

     WHEREAS,  Eagle  is  currently  engaged   in  the  geophysical  survey
business, primarily in Texas (the "BUSINESS").

     NOW, THEREFORE, it is agreed as follows:

                             ARTICLE 1
                     MERGER OF EAGLE INTO OMNI

     SECTION  1.1  THE  MERGER.   At  the  Effective Time  (as  hereinafter
defined), in accordance with the terms and conditions of this Agreement and
the LBCL and TBCA, Eagle will merge with and  into OMNI (the "MERGER"), the
separate corporate existence of Eagle shall cease  and  OMNI shall continue
as the surviving corporation (the "SURVIVING CORPORATION").

     SECTION 1.2 THE CLOSING.  Upon the terms and conditions  set  forth in
this  Agreement,  the closing of the transactions contemplated herein  (the
"CLOSING") shall take  place  at  the  offices  of Jones, Walker, Waechter,
Poitevent,  Carr<e`>re  &  Den<e`>gre,  L.L.P., at First  NBC  Center,  New
Orleans, Louisiana, commencing  at  10:00  a.m.  on  the  date  hereof (the
"CLOSING DATE").

     SECTION 1.3 THE EFFECTIVE TIME; EFFECT OF MERGER.

          (1)  The  Merger  shall  be effective upon the filing of Articles
and Certificate of Merger, in the form  attached  hereto as EXHIBIT A, with
the Secretary of State of Texas and Louisiana, respectively,  in accordance
with the TBCA and the LBCL (the "EFFECTIVE TIME"), which shall  be filed as
soon as practicable upon the execution of this Agreement.  The Merger shall
have  the effects as set forth in Section 115 of the LBCL and Section  5.06
of the TBCA.

          (1)  DIRECTORS  AND OFFICERS; ARTICLES OF INCORPORATION; BY-LAWS.
After the Effective Time and  until  their  successors shall have been duly
elected or appointed, as the case may be, the  directors  and  officers  of
OMNI  as  of  the  Effective Time will be the directors and officers of the
Surviving Corporation.   The Articles of Incorporation and By-laws of OMNI,
as in effect immediately prior to the Effective Time, shall be the Articles
of Incorporation and By-laws  of the Surviving Corporation until amended in
accordance with their respective terms and the LBCL.

     SECTION 1.4 CONVERSION OF EAGLE SHARES.

          (1)  At and as of the Effective Time, by reason of the Merger (1)
all of the issued and outstanding  shares of common stock, no par value per
share, of Eagle (the "EAGLE COMMON STOCK"),  shall  be  converted  into the
right to receive the Merger Consideration (as defined below).

          (1)  The "Merger Consideration" shall mean (1) a cash payment  of
ONE MILLION EIGHTY THOUSAND AND NO/100 DOLLARS ($1,080,000.00), (1)  53,039
shares of common stock, $0.01 par value per share of OMNI (the "OMNI COMMON
STOCK"), and (1) the Earnout amount (as defined herein).

          (1)  Pursuant   to   this   Agreement,  OMNI  shall  pay  to  the
Shareholder within 10 business days of the first anniversary of the Closing
Date, an amount equal to the lesser of  (A)  the  product  of  (1)  $15,000
multiplied  by (1) the number of survey crews fully trained and capable  of
performing seismic  and  civil survey services (either GPS or conventional)
operated by OMNI, which are  employed  by  Eagle at the Closing Date or are
hired by OMNI after the Closing Date to operate out of its Texas office, in
either such case, so long as each such survey  crew  has  been  employed by
OMNI as employees in good standing for a minimum of three (3) months  prior
to  the  first  anniversary  of  the  Closing  Date  and  (B) $300,000 (the
"EARNOUT").   The  Earnout  will  be  payable,  at  the  election  of   the
Shareholder,  in  cash  or  in  shares  of  OMNI Stock, or in a combination
thereof.  If the Shareholder elects to receive  all  or  a  portion  of the
Earnout in OMNI Common Stock, the number of shares of OMNI Common Stock  to
be  delivered  to Shareholder shall be determined by dividing the amount of
the Earnout, or  any  portion  thereof  elected  to  be paid in OMNI Common
Stock, by the average closing price per share for the five (5) trading days
prior to the first anniversary of the Closing Date, as quoted on the Nasdaq
National Market or any other exchange or market upon which  the OMNI common
Stock is then listed or traded.

          (d)  OMNI  acknowledges  that  under the terms of this  Agreement
Shareholder  has  a  vested  interest in i) maintaining  the  survey  crews
presently employed by Eagle, and  ii)  hiring  new survey crews in order to
obtain  the  maximum  Earnout at the anniversary of  the  Closing  Date  as
described in Section 1.04(c)  hereof.   Further,  so  long  as  Shareholder
continues to operate the business in accordance with OMNI's past  practices
in maintaining its survey crews and hiring new survey crews, OMNI agrees to
support and not to interfere in any way with Shareholder's efforts in these
regards.

     SECTION  1.5  DELIVERY  AND EXCHANGE OF CERTIFICATES .  On the Closing
Date, the Shareholder shall deliver  to  OMNI all certificates representing
outstanding shares of Eagle Common Stock.   Upon  such delivery, OMNI shall
deliver  to  the Shareholder a check for ONE MILLION  EIGHTY  THOUSAND  AND
NO/100 DOLLARS  ($1,080,000),  and  within  five (5) days after the Closing
Date, OMNI shall deliver to Shareholder a certificate  representing  53,039
shares  of  OMNI  Common Stock.  Until so delivered, each certificate which
represented shares of Eagle Common Stock before the Effective Time shall be
deemed for all purposes  to  represent  the  right  to  receive  the Merger
Consideration.   OMNI  may,  at  its option, refuse to pay any dividend  or
other distribution payable after the  Effective  Time  with respect to OMNI
Common Stock to the holder of certificates evidencing undelivered shares of
Eagle Common Stock.  Whether or not a stock certificate  represents  shares
of  Eagle Common Stock is delivered as provided herein, from and after  the
Effective  Time,  such  certificates shall under no circumstances evidence,
represent or otherwise constitute a share or other interest in Eagle or any
person, firm or corporation other than OMNI.


                             ARTICLE 2
               EVENTS OCCURRING ON THE CLOSING DATE

     SECTION 2.1 EAGLE'S  AND  SHAREHOLDER'S  DELIVERIES.   At the Closing,
Shareholder shall deliver to OMNI the following items:

          (2)  certificates representing all of  the  outstanding shares of
               Eagle Common Stock;

          (2)  certified  resolutions of Board of Directors  of  Eagle  and
               Shareholder  approving the Merger and the other transactions
               contemplated by this Agreement and all related agreements to
               which Eagle is a party;

          (2)  letters of resignation  of  the  members of Eagle's board of
               directors and Eagle's officers as of the Closing Date;

          (2)  a certificate of good standing for Eagle issued by Secretary
               of  State of Texas as of a date within seven (7) days of the
               Closing Date;

          (2)  articles  of  incorporation  of  Eagle,   certified  by  the
               Secretary of  State of Texas, and bylaws of Eagle, certified
               by its Secretary, as of a date within five  (5)  days of the
               Closing Date; and

          (f)  evidence  of  the  exchange  of  stock  of  Eagle  and Eagle
               Surveys,  Ltd.,  and  release  by Mr. Frank W. Bower of  any
               claim or right to Eagle, the Merger  Consideration  and such
               other matters, all in form and substance acceptable to  OMNI
               and its counsel in their sole discretion.

     SECTION 2.2 OMNI'S DELIVERIES.

          (2)  At  the  Closing  OMNI  shall deliver to Shareholder a check
               made payable to the account  of Shareholder in the amount of
               ONE   MILLION   EIGHTY   THOUSAND   AND    NO/100    DOLLARS
               ($1,080,000.00); and

          (2)  Within  five  (5)  days  after  the Closing Date, OMNI shall
               deliver  to  Shareholder  a  certificate   in  the  name  of
               Shareholder  and  bearing  the legend set forth  in  Section
               3.24(d) representing 53,039 shares of OMNI Common Stock.

     SECTION 2.3 DELIVERY OF DOCUMENTS BY ALL PARTIES.  At the Closing, all
parties  to  this  Agreement  shall  execute  and   deliver  the  following
documents:

          (2)  An Employment Agreement between Shareholder  and OMNI, which
               shall  be  substantially  in  the  form  attached hereto  as
               EXHIBIT "B".

          (b)  The  Articles  and  the Certificate of Merger  in  the  form
               attached as "EXHIBIT A".

                             ARTICLE 3
           REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

     The Shareholder hereby represents and warrants to OMNI that:

     SECTION  3.1  CORPORATE  EXISTENCE.    Eagle  is  a  corporation  duly
organized, validly existing and in good standing  under  the  laws  of  the
State  of  Texas.   Eagle has all requisite corporate power to carry on the
Business, as currently  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  3.2  CORPORATE  POWER AND AUTHORITY.  Eagle 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
Eagle has been duly taken and this Agreement  has  been  duly  executed and
delivered by Eagle.  This Agreement is a good, valid and binding obligation
of  Eagle  and  Shareholder,  enforceable against Eagle 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 3.3 NO CONFLICT.  The execution and delivery of this Agreement
by Eagle and Shareholder, the compliance  by Eagle and Shareholder with the
terms and conditions hereof and the consummation  by  Eagle 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 Eagle,  (b)
violate  any provision of,  any  judicial,  administrative  or  arbitration
order, award,  judgment,  writ, injunction or decree applicable to Eagle or
Shareholder, or any governmental  permit or license issued to Eagle, 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 Eagle,
under  any  material indenture, mortgage, lien, agreement or instrument  to
which Eagle is a party or by which Eagle or any of its assets or properties
may be bound.

     SECTION  3.4  CAPITALIZATION  AND  OWNERSHIP.   The authorized capital
stock of Eagle consists of 1,000,000 shares of common  stock,  no par value
per  share,  of  which 100 shares are issued and outstanding.  All  of  the
issued  and  outstanding  shares  of  such  common  stock  have  been  duly
authorized and are validly issued fully paid and non-assessable.  There are
no outstanding  warrants,  options,  rights,  calls  or  other commitments,
claims or interests of any nature relating to any share of capital stock of
Eagle, and there are no outstanding securities or debt obligations of Eagle
convertible into shares of capital stock of Eagle.  Other  than  the shares
of  Eagle  Common Stock owned by Shareholder, there are no shares of  Eagle
capital stock  outstanding.  No person, other than the Shareholder, has any
right, call, claim  or  interest  of  any  nature  relating  to  the Merger
Consideration.   Eagle  has  no  subsidiaries  and  does not own or control
directly  or  indirectly,  any equity or ownership interest  in  any  other
entity.

     SECTION 3.5 CORPORATE RECORDS.  Correct and complete copies of Eagle's
articles  of incorporation (and  all  amendments  thereto)  and  bylaws  as
amended and  in  effect as of the date hereof, have been delivered to OMNI.
Eagle's minute books,  copies  of  which  have  been made available to OMNI
contain accurate minutes of all formally noticed  meetings  of, and written
consents to all actions taken without meetings by, the board  of  directors
(and any committees thereof) and shareholders of Eagle since its formation.

     SECTION  3.6  INSURANCE.   Eagle  has  heretofore  made  available for
inspection  by  OMNI  a  true  and  complete copy of all policies of  fire,
liability, workers' compensation, and  other  forms  of  insurance owned or
held  by  Eagle.   All  such  policies  are  in full force and effect,  all
premiums with respect thereto covering all periods  up to and including the
Closing Date have been paid, and no notice of cancellation  or  termination
has been received with respect to any such policy.

     SECTION 3.7 INFORMATION.  The Shareholder acknowledges that (a) he has
received  and  has  reviewed  to  his satisfaction this Agreement and  such
additional material information with  respect  to  the  Merger and OMNI, if
any, as he has requested and (b) such information is sufficient  for him to
determine  objectively  whether  to approve the Merger and enter into  this
Agreement.

     SECTION 3.8  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 Eagle, other than those which have been obtained.

     SECTION  3.9  FINANCIAL STATEMENTS.  Eagle has heretofore delivered to
OMNI its balance  sheets as of  December 31, 1997 (the "BALANCE SHEET") and
March 31, 1998 and  the  related  statement  of operations for the year and
period then ended, together with its balance sheets as of December 31, 1996
and March 31, 1997 and the related statement of operations for the year and
period then ended.  The financial statements referred  to  in the preceding
sentence  are  hereinafter  collectively  referred  to  as  the  "Financial
Statements."  Each of the Financial Statements was prepared from the  books
and  records  of  Eagle  in  conformity  with generally accepted accounting
principles consistently applied, and fairly present the financial condition
and results of operations of Eagle for the  periods  and  as  of  the dates
stated   therein.    Except  to  the  extent  reflected  in  the  Financial
Statements,  Eagle  has  no  liabilities  or  obligations  required  to  be
reflected in the Financial  Statements (or the notes thereto) in accordance
with  generally  accepted  accounting   principles   other   than   current
liabilities  incurred  in  the ordinary course of business, consistent with
past practice subsequent to March 31, 1998.

     SECTION 3.10 TITLE TO ASSETS;  LIENS.  Eagle 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  Eagle's  Financial Statements, and (c)
servitudes,   easements,   encroachments,   rights-of-way,    restrictions,
covenants, and similar encumbrances which do not affect the current  use of
such  assets.   The  assets and properties owned or leased by Eagle are the
only  assets necessary   for  the  conduct  of  the  business  of Eagle, as
presently conducted.

     SECTION  3.11  LEASES  AND  IMMOVABLE  PROPERTY.   Attached hereto  as
SCHEDULE 3.11 is a list of each lease pursuant to which Eagle is the lessee
with   respect  to  each  parcel  of  immovable  property  leased   by   it
(collectively, "LEASED PROPERTY").  Eagle possesses and occupies all of the
Leased  Property.    Eagle  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 Eagle
comply  in  all  material  respects  with  all legal  requirements,  zoning
regulations and building codes.

     SECTION 3.12 CONTRACTS.  (a) SCHEDULE 3.12  describes all contracts or
commitments of Eagle and/or Shareholder that are material  to the operation
of  the Business or the ownership, use or operation of Eagle's  assets  and
properties  (including  without  limitation,  mortgages,  indentures,  loan
agreements, long-term supply contracts and open contracts).

     SECTION 3.13 RECEIVABLES; PAYABLES.

     (a)  All  accounts and notes receivable accrued in connection with the
operation of the  Business  as  of  the  Effective  Date,  including  their
respective  balances  and  an  accurate  aging thereof are shown on Eagle's
Financial  Statements.   (Such  notes  and  receivables   are  referred  to
collectively  as  "RECEIVABLES").   The  Receivables have been  earned  and
recorded in the ordinary course of business consistent with past practices,
and no Receivables are subject to any counterclaim  or offset.  None of the
Receivables have been sold, transferred, or otherwise  disposed of by Eagle
and  are  fully  collectible.  Other than those Receivables  shown  on  its
Financial Statements,  there  are  no accounts or notes receivable by Eagle
which either individually or in the aggregate are material to the Business.

     (b)  All  accounts  and trade payables  of  the  Business  as  of  the
Effective Date, including  the  dollar amounts thereof are shown on Eagle's
Financial Statements (such accounts and trade payables being referred to as
"ACCOUNTS  PAYABLE").   All such payables  of  Eagle  have  arisen  in  the
ordinary course of business,  and  no  such  payables are more than 45 days
past due, except for those account or trade payables  with respect to which
there is an amount disputed in good faith and which are  marked  "Disputed"
on its Financial Statements.  All Accounts Payable are accurately reflected
in  the Financial Statements.  Other than those Accounts Payable set  forth
on its  Financial  Statement,  there  are  no accounts or trade payables by
Eagle which either individually or in the aggregate  are  material  to  the
Business.

     SECTION  3.14  EMPLOYEE  MATTERS.  None of the employees of Eagle is a
member of or represented by any labor union; Eagle 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 Eagle's
employees; and, to Shareholder's knowledge,  there  are  no attempts of any
kind being made to organize any of such employees.

     SECTION 3.15 ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since December 31,
1997,  Eagle  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  Eagle  or  to its  assets,  except  as  expressly
contemplated by this Agreement.  Since March 31, 1997, Eagle has not:

          (3)  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, except  changes  affecting
the Shareholder's  acquisition  of  all capital stock of Eagle not owned by
him on March 31, 1997;

          (3)  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;

          (3)  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 consistent with past practices;

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

          (3)  except  as occurred in the  ordinary  course of business and
consistent with the past practices of Eagle 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;

          (3)  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;

          (3)  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);

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

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

          (3)  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;

          (3)  entered  into  any  employment,  compensation  or consulting
agreement  that  is  not  terminable  by  Eagle,  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;

          (3)  other  than in the ordinary course of business, increased or
agreed to increase the  rate  of  compensation payable to become payable by
Eagle 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;

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

          (3)   received any citation for any violations  of  any  material
legal  requirement  including, without limitation, the Federal Occupational
Safety and Health Act  of  1970  or  any  rules  or regulations promulgated
thereunder;

          (3)  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); or

          (3)  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 Eagle.

     SECTION 3.16 PATENTS, TRADEMARKS, AND SIMILAR RIGHTS.

     (a)  (i)  Eagle has the  sole  and exclusive right to use all patents,
copyrights, trademarks, trade names, technology, know-how, processes, trade
secrets, inventions, proprietary data,  formulae,  research and development
data, computer software programs, and other intangible  property,  and  any
applications  for  the  same, owned by Eagle or the Shareholder and used in
the Business, and all goodwill  associated  with  such  intangible property
(collectively,  the  "INTANGIBLE  PROPERTY"), and the consummation  of  the
transactions contemplated by this Agreement  will  not  alter or impair any
such rights;

          (ii) Eagle has the right to use all Intangible  Property which is
currently used by Eagle in connection with the Business either  as provided
in  clause  (i)  above  or  as  licensed  or  authorized by others, and the
consummation of the transactions contemplated by  this  Agreement  will not
alter or impair any such rights;

          (iii)  No  claims have been asserted by any person or entity  for
the use of any such Intangible  Property  or challenging or questioning the
validity  or  effectiveness  of  any such license  or  agreement,  and  the
Shareholder has no knowledge of any valid basis for any such claim;

          (iv) The  use  of such Intangible  Property  by  Eagle  does  not
infringe on the rights of any person or entity and no proceedings have been
instituted, are pending, or  threatened  that challenge the rights of Eagle
in respect thereof; and

          (v)  None of Eagle's Intangible  Property  rights, to the best of
the   Shareholder's  knowledge,  are  being  infringed  by  the   products,
activities, operations, trade names, trademarks, service marks, trade dress
rights or copyrights of any other person or persons and none are subject to
any  outstanding   order,   judgment,   decree,  stipulation  or  agreement
restricting the use thereof.

     SECTION 3.17 COMPLIANCE WITH LAWS; LICENSES  AND PERMITS.  Eagle 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.   Eagle has not received any
notices  or orders, nor to its knowledge have any notices  or  orders  been
issued,  relating  to  any  violation  by  Eagle  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.

     SECTION 3.18 RELATIONSHIP WITH SUPPLIERS AND CUSTOMERS.  Eagle has not
received notice  of  any  intention  to  terminate or materially modify any
relationship with its suppliers or customers.

     SECTION 3.19 TAXES.  All foreign, federal, state, parish and local tax
returns and reports required to be filed by  Eagle  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.   All  such  returns  and  reports  filed for the five
preceding  calendar  years  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 Eagle'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 Eagle's assets and properties 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.   Neither Shareholder nor Eagle currently
has any outstanding tax liability under  the  law  of any jurisdiction that
would subject OMNI or Eagle's assets and properties  to  the  liability  or
withholding  requirements  of such jurisdiction's law.  There is no pending
examination or proceeding by  any  authority  or agency with respect to the
Business or use, operation or ownership of Eagle's  assets  and  properties
relating to the assessment or collection of any taxes.

     SECTION 3.20 ERISA.  Eagle 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 Eagle and (c) covers any employee or former employee
of Eagle.  Eagle has  not  within  the  last  five years engaged in, nor is
Eagle a successor to an entity that has engaged in, a transaction described
in Section 4069 of ERISA.

     SECTION  3.21  LEGAL PROCEEDINGS.  There are  no  actions,  suits,  or
proceedings pending,  or   threatened  investigations, against or affecting
Eagle or Shareholder, or the use, ownership  or  operation  of  the Eagle'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  Eagle  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 (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  3.22
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  its  assets or properties, or the Business.   No  action  or
proceeding has been instituted  or  threatened against Eagle 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.

     SECTION 3.22 ENVIRONMENTAL.

          (3)  "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.

          (3)  Eagle 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.   Eagle  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.

          (3)  Eagle  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  Eagle  pursuant   to   any
Environmental Law.  Eagle has  no  knowledge  of,  nor  has  Eagle 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  Eagle  for  a violation  of,  or  alleging  liability  under,  any
Environmental Law.

          (3)  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
Eagle.

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

     SECTION  3.23 DISCLOSURE  AND  RELIANCE.   None  of  the  information,
documents, certificates or instruments furnished by Eagle to OMNI 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.

     SECTION 3.24 RESTRICTIONS ON RESALE; INVESTMENT INTENT.

          (3)  The  Shareholder  is  acquiring  the OMNI Common Stock to be
received in connection with the Merger for investment  for  its own account
and  has  no  present  intention of reselling or otherwise distributing  or
participating in a distribution of such stock.  The Shareholder understands
that the shares of OMNI Common Stock to be issued in the Merger will not be
registered under the Securities  Act  of  1933, as amended (the "SECURITIES
ACT"), that such shares will be "restricted  securities"  as  that  term is
defined in Rule 144 ("RULE 144") promulgated by the Securities and Exchange
Commission  (the  "COMMISSION")  under  the  Securities  Act,  and that the
Shareholder cannot transfer any of such shares unless they are subsequently
registered  under  the  Securities  Act  and  under  any  applicable  state
securities  law  or  are  transferred in a transfer that, in the opinion of
counsel satisfactory to OMNI,  is  exempt  from  such  registration.   Each
Shareholder  further  understands  that  OMNI  is  not  obligated  by  this
Agreement  to  register  such  shares under the Securities Act or under any
such state laws and that OMNI will,  as  a condition to the transfer of any
such shares, require that the request for  transfer  be  accompanied  by an
opinion  of  counsel,  in  form  and substance satisfactory to OMNI, to the
effect that the proposed transfer  does  not  result  in a violation of the
Securities Act or any applicable state securities law, unless such transfer
is  covered  by  an  effective  registration  statement.   The  Shareholder
understands that such shares of OMNI Common Stock may not be  sold publicly
in  reliance  on  the exemption from registration under the Securities  Act
afforded by Rule 144  unless and until the minimum holding period and other
requirements of Rule 144 have been satisfied.

          (3)  The  Shareholder  has  been  represented  by  competent  and
experienced legal counsel  in connection with the negotiation and execution
of this Agreement, has been  granted  the  opportunity  to  make a thorough
investigation of and to obtain information with respect to the  affairs  of
OMNI  and  his acquisition of OMNI Common Stock, and has availed himself of
such opportunity  either  directly  or  through its legal counsel and other
authorized representatives.

          (3)  The Shareholder has been advised  that  the  shares  of OMNI
Common  Stock  issued  hereunder have not been and are not being registered
under the Securities Act  and  that  OMNI in issuing such shares is relying
upon,  among  other  things,  the representations  and  warranties  of  the
Shareholder contained in this Section in concluding that such issuance does
not require compliance with the  registration  provisions of the Securities
Act.

          (3)  The Shareholder understands and agrees that all certificates
evidencing  the  shares  of OMNI Common Stock issued  hereunder  will  bear
restrictive legends in substantially the following form:

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

     SECTION  3.25  NO  UNDISCLOSED  MATERIAL LIABILITIES.   There  are  no
liabilities,  commitments,  debts,  obligations   or  claims  of  any  kind
whatsoever, whether absolute, accrued, fixed, contingent,  known,  unknown,
matured, unmatured or otherwise, against Eagle or any Subsidiary and  there
is  no  condition, situation or set of circumstances which could reasonably
be expected to result in such a liability, except:

     (a)  as  and  to  the  extent  reflected  or  reserved  against in the
Financial Statements;

     (b)  specifically  described  and identified as an exception  to  this
section  in  any  of  the Schedules delivered  to  OMNI  pursuant  to  this
Agreement;

     (c)  incurred since March 31, 1998, in the ordinary course of business
consistent with prior practice and Section 3.15 hereof; or

     (d)  open purchase  or  sales orders or agreements for the delivery of
services in the ordinary course of business consistent with prior practice.

     SECTION  3.26  INTERESTS  IN   CLIENTS,  SUPPLIERS,  ETC.   Except  as
contemplated in Section 6.04, no officer,  director  or  stockholder of the
Company or any of its Subsidiaries possesses, directly or  indirectly,  any
financial  interest  in,  or  is  a  director,  officer or employee of, any
corporation, firm, association or business organization that is a supplier,
customer,  lessor,  lessee, or competitor or potential  competitor  of  the
Company or any of its  Subsidiaries.   Ownership  by  all  or  any  of such
persons of less than 10% of any class of securities of a company shall  not
be deemed to be a financial interest for purposes of this Section 3.26.


                             ARTICLE 4
                REPRESENTATIONS AND WARRANTIES OF OMNI

     OMNI represents and warrants to Shareholder that:

     SECTION 4.1 CORPORATE EXISTENCE. OMNI 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
OMNI.

     SECTION 4.2 CORPORATE POWER AND AUTHORITY.   OMNI  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 OMNI
has  been  taken,  or, prior to Closing, will have  been  taken,  and  this
Agreement has been duly  executed and delivered by OMNI.  This Agreement is
a legal, valid and binding  obligation of OMNI, enforceable against OMNI in
accordance with its terms (except  as  limited by bankruptcy and insolvency
laws and by other laws affecting the rights of creditors generally).

     SECTION 4.3 ABSENCE OF BREACH.  The  execution  and  delivery  of this
Agreement  by  OMNI,  the  compliance by OMNI with the terms and conditions
hereof and the consummation by OMNI 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 OMNI, (b) to OMNI'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, OMNI, 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 OMNI is a party or by which OMNI may be bound.

     SECTION 4.4  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 OMNI.

     SECTION 4.5 HOUSTON  AREA  OFFICE.   OMNI agrees to maintain a Houston
area office for survey operations, for at least  one  year from the Closing
Date,  to support Shareholder's effort to reach the maximum  Earnout  under
the terms of this Agreement.


                             ARTICLE 5
                    LIABILITY AND INDEMNIFICATION

     SECTION  5.1  NATURE  AND  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
All representations and warranties  contained  in  Articles 3 and 4 of this
Agreement shall survive the Closing Date.  The liability  of  any  party to
indemnify  any  other party pursuant to this Article 5 shall be limited  to
claims as to which  notice  has  been given to the indemnifying party on or
prior to the second anniversary of  the  Closing  Date,  whether or not any
damages have been actually been sustained as of such date.

     SECTION 5.2 INDEMNIFICATION BY THE SHAREHOLDER.  The Shareholder binds
himself  to  protect,  indemnify and hold harmless OMNI 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:

          (5)  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;

          (5)  any  breach  of  any  representation  or  warranty  made  by
Shareholder  in  Article 3 of this Agreement, or in any agreement  attached
hereto as an exhibit;

          (c)  any  claim, right, call or interest of any person or entity,
other than the Shareholder,  in  or  to  the capital stock of Eagle, or any
derivative thereof, or the Merger Consideration; or

          (d)  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 5.3 INDEMNIFICATION  BY  OMNI.   OMNI 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:

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

          (5)  any breach of any representation or warranty made by OMNI in
Article 4 of this Agreement or any agreement attached hereto as an exhibit;

          (5)  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)  any  failure by OMNI to timely  perform  any  obligation  of
Eagle for which Shareholder  is  personally liable or which Shareholder has
personally guaranteed in connection  with  the  obligations of the Business
and listed on Schedule 6.08.

     SECTION  5.4  CONDITIONS  OF  INDEMNIFICATION.   The  obligations  and
liabilities of Shareholder or OMNI (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:

          (5)  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 in the  defense  with counsel of
its  own  choice  and  at  its  expense.  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.

          (5)  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.

          (5)  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 OMNI is the Indemnified
Party,  on  Eagle,  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.

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

                             ARTICLE 6
                           MISCELLANEOUS

     SECTION  6.1  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) fax
addressed to the appropriate party as follows:

TO THE SHAREHOLDER:      Eagle Surveys International, Inc.
                         24194 S.H. 249, Suite 180
                         Tomball, Texas  77375
               Attention: Timothy J. Flaman
               Fax:      (281) 357-4715


WITH A COPY TO:          Jay S. Ginsburg P.C.
                         6575 West Loop South
                         Suite 500
                         Bellaire, Texas  77401
               Attention: Kim Yelton
               Fax:      (713) 665-7167


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 fax upon
confirmation of receipt.

     SECTION  6.2  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 Eagle
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 6.3 COSTS 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 thereby.

     SECTION 6.4 PURCHASE  OF  SUPPLIES.  (a)  Following the Effective Time
and during the term of the Employment  and  Non-Compete  Agreement  between
OMNI  and  Shareholder,  Shareholder  shall  be  free to cause OMNI's Texas
office to purchase supplies and equipment necessary  and appropriate to the
operation  of  the  business  (the  "PURCHASE ITEMS") from  Houston  Survey
Supplies,  Inc.,  a  Texas  corporation  wholly   owned   and  operated  by
Shareholder ("HOUSTON"), provided that the price charged to OMNI by Houston
is  an  amount  less than or equal to Houston's direct cost for  each  such
Purchase Item plus  seventeen  percent (17%) plus Houston's direct, out-of-
pocket freight cost for such Purchased Items.

     (b)  Following the Effective  time,  OMNI  shall  have complete access
during normal business hours to all books, records and documents  of  every
kind and character of Houston for purposes of verifying compliance with the
terms  of  this Section 6.04.  Shareholder shall cause Houston to make such
books, records  and  documents  available  to  OMNI at Houston's offices in
Houston,  Texas  for  examination  and reproduction  by  OMNI's  authorized
representatives and to cause its personnel  to  assist  OMNI in making such
investigations.  During such investigations, OMNI shall have  the  right to
make copies of such records, files and other materials as it may reasonably
deem  advisable.

     In  the  event  of  a  breach of this Section 6.04, in addition to all
other remedies available to OMNI, Section 6.04(a) shall terminate and be of
no further force and effect.

     SECTION 6.5 GOVERNING LAW.   This  Agreement  shall be governed by and
construed in accordance with the substantive laws and not the choice of law
rules of the State of Louisiana.

     SECTION  6.6  ARBITRATION.  (a)  Any and all disputes,  controversies,
and conflicts that arise  from  or  in  relation  to,  or  that involve the
breach, existence, validity, and termination of, this Agreement  shall,  to
the extent possible, be settled amicably by the Parties.  In the event of a
failure  to make amicable settlement of any dispute hereunder, such dispute
shall be finally  settled  through  arbitration,  in  Lafayette, Louisiana,
before  an  arbitration  panel under the Rules of the American  Arbitration
Association ("AAA") in effect  as  of  the  date  hereof.  In rendering any
decision  or award, the arbitration panel shall determine  the  rights  and
obligations  of  the  Parties  in  accordance with the laws of the State of
Louisiana and the United States of America.

     SECTION 6.7 REPRESENTATIONS AND  WARRANTIES.   (a) The representations
and warranties made herein are made by Shareholder with  the  knowledge and
expectation that OMNI 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  he  has  made due and
reasonable inquiry with respect thereto.

     (b)  The representations and warranties made herein are made  by  OMNI
with  the  knowledge  and  expectation that Shareholder is placing reliance
thereon.   To  the  extent that  any  portion  of  the  representations  or
warranties made herein  were made to OMNI's knowledge, OMNI represents that
it has made due and reasonable inquiry with respect thereto.

     SECTION 6.8 OBLIGATIONS  OF SHAREHOLDER MADE ON BEHALF OF EAGLE   OMNI
will i) timely perform all obligations  of  Eagle  listed  on SCHEDULE 6.08
hereof for which Shareholder is personally liable, and ii) pay  in full all
such  loans  within  eight (8) weeks from the Closing Date.  Further,  OMNI
will fully perform the  obligations  of  Shareholder in connection with (i)
the Commercial Lease between Hillegeist Family  (Landlord) and Timothy Jack
Flaman (Tenant and Guarantor) as to Eagle's office  lease  at 24914 Tomball
Parkway,  Tomball,  Texas,  which expires November 30, 2000, and  (ii)  the
Apartment Lease Contract dated  February 25, 1998 between Eagle Surveys and
Tim Flaman (Tenant) and Jones Crossing  (Landlord)  as  to 9001 Jones Road,
Apt.  1908, Houston, Texas, which expires on August 31, 1998.   Also,  OMNI
will use  its  best  efforts  to  have  each of the above referenced leases
assigned  to OMNI and to have Shareholder's  personal  guarantees  of  such
leases released.

     SECTION  6.9  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 6.10  AMENDMENT.   This  Agreement  may be amended or modified
only by written agreement of all of the parties hereto.

     SECTION  6.11 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 6.12 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, this Agreement  is executed by the parties, acting
through  their  respective  Presidents, and attested  by  their  respective
secretaries, as of the day and year first above written.

ATTEST:                            OMNI ENERGY SERVICES CORP.:



/S/ Allan R. Woodard               By: /S/ Roger E. Thomas
Allan R. Woodard                       Roger E. Thomas
Secretary                              President



ATTEST:                            EAGLE SURVEYS INTERNATIONAL, INC.:



/S/ Timothy J. Flaman              By: /S/ Timothy J. Flaman
Timothy J. Flaman                      Timothy J. Flaman
Secretary                              President



<PAGE>


                    CERTIFICATE OF SECRETARY OF
                 EAGLE SURVEYS INTERNATIONAL, INC.


     I hereby certify that I am the duly elected Secretary of Eagle Surveys
International,  Inc.,  a  Texas  corporation,  presently  serving  in  such
capacity, and that the foregoing  Agreement  and Plan of Merger was, in the
manner  required  by  the Texas Business Corporation  Act,  duly  approved,
without alteration or amendment, by written consent of the sole shareholder
of Eagle Surveys International, Inc. duly certified and executed.


Dated:  May 5, 1998


                                         /S/ Timothy J. Flaman
                                         Timothy J. Flaman
                                         Secretary


                    CERTIFICATE OF SECRETARY OF
                    OMNI ENERGY SERVICES CORP.



     I hereby certify that  I  am the duly elected Secretary of OMNI Energy
Services  Corp.,  a  Louisiana  corporation,   presently  serving  in  such
capacity,  and  that the foregoing Agreement and Plan  of  Merger  was  not
required to be approved  by  the shareholders of OMNI Energy Services Corp.
pursuant to Section 112E(1) of the Louisiana Business Corporation Law.


Dated: May 5, 1998.


                                        /S/ Allan R. Woodard
                                        Allan R. Woodard
                                        Secretary







<PAGE>
      ACKNOWLEDGMENT AS TO EAGLE SURVEYS INTERNATIONAL, INC.

STATE OF LOUISIANA           )
                             )
PARISH OF ORLEANS            )


     BEFORE ME, the undersigned  authority,  personally  came  and appeared
TIMOTHY J. FLAMAN,  being duly sworn, declared and acknowledged  before  me
that  he  is  the  President  of Eagle Surveys International, Inc., a Texas
corporation, and that in such capacity  he  was  duly authorized to and did
execute  the  foregoing  Agreement and Plan of Merger  on  behalf  of  such
Corporation, for the purposes  therein  expressed,  and  as  his  and  such
Corporation's free act and deed and that the facts stated therein are true.


Sworn  to  and subscribed            /S/ Timothy J. Flaman
before me                            Timothy J. Flaman
this   5th  day  of  May,            President
1998.


        /s/Roger Hamilton
         Notary Public

          ACKNOWLEDGMENT AS TO OMNI ENERGY SERVICES CORP.


STATE OF LOUISIANA           )
                             )
PARISH OF ORLEANS            )



     BEFORE ME, the undersigned authority, personally came and appeared
ROGER E. THOMAS, who, being duly sworn, declared and acknowledged before me
that he is the President of OMNI Energy Services Corp., a Louisiana
corporation, and that in such capacity he was duly authorized to and did
execute the foregoing Agreement and Plan of Merger on behalf of such
Corporation, for the purposes therein expressed, and as his and such
Corporation's free act and deed and that the facts stated therein are true.

Sworn to and subscribed               /S/ Roger E. Thomas
before me                             Roger E. Thomas
this 5th day of May,                  President
1998.


         /s/ Roger Hamilton
         Notary Public


<PAGE>
                  SCHEDULE 3.11 - LEASED PROPERTY


<PAGE>
                     SCHEDULE 3.12 - CONTRACTS


(1)  Term Promissory Note dated 02/24/98 executed by Eagle Surveys
     International, Inc., in the principal amount of $90,330 payable to
     Chase Bank of Texas, N.A. in monthly installments; secured by General
     Security Agreement on All Accounts, All Equipment, All Inventory;

(2)  Term Promissory Note dated 11/14/97 executed by Eagle Surveys
     International, Inc., in the principal amount of $18,532.50 payable to
     Texas Commerce Bank NA (now chase Bank of Texas N.A.) in monthly
     installments until 12/01/01; secured by Security Agreement - Equipment
     and Fixtures and personal guarantee of Timothy J. Flaman;

(3)  Business Revolving Credit Account Agreement and Promissory Note dated
     03/13/98 executed by eagle Surveys International, Inc., in the
     principal amount of $150,000 payable to Chase Bank of Texas N.A. in
     monthly installments until 03/26/99; secured by General Security
     Agreement and personal guarantee;

(4)  Loan from Eagle Surveys Ltd., balance due on 4/30/98 of $146,912.75;

(5)  Shareholder's Loan payable to Frank Bower, balance due on 04/30/98 of
     $12,816.68;

(6)  Shareholder's Loan payable to Timothy J. Flaman, balance due on
     04/30/98 of $28,466.59.

(7)  Lease with Purchase Option (equipment lease) from Debis, balance due
     on 4/30/98 of $36,988.99, secured by security agreement on Posi Track
     equipment.


<PAGE>
                     SCHEDULE 6.08 - CONTRACTS


(1)  Term Promissory Note dated 02/24/98 executed by Eagle Surveys
     International, Inc., in the principal amount of $90,330 payable to
     Chase Bank of Texas, N.A. in monthly installments; secured by General
     Security Agreement on All Accounts, All Equipment, All Inventory;

(2)  Term Promissory Note dated 11/14/97 executed by Eagle Surveys
     International, Inc., in the principal amount of $18,532.50 payable to
     Texas Commerce Bank NA (now chase Bank of Texas N.A.) in monthly
     installments until 12/01/01; secured by Security Agreement - Equipment
     and Fixtures and personal guarantee of Timothy J. Flaman;

(3)  Business Revolving Credit Account Agreement and Promissory Note dated
     03/13/98 executed by eagle Surveys International, Inc., in the
     principal amount of $150,000 payable to Chase Bank of Texas N.A. in
     monthly installments until 03/26/99; secured by General Security
     Agreement and personal guarantee;

(4)  Loan from Eagle Surveys Ltd., balance due on 4/30/98 of $146,912.75;

(5)  Shareholder's Loan payable to Frank Bower, balance due on 04/30/98 of
     $12,816.68;

(6)  Shareholder's Loan payable to Timothy J. Flaman, balance due on
     04/30/98 of $28,466.59.