EXHIBIT 10.8

                                   AGREEMENT

     This contract dated January 31, 1999 is by and between SEISMIC
INTERNATIONAL, INC. ("INTERNATIONAL") and NORTH AMERICAN GEOPHYSICAL ("NORTH
AMERICAN").  For and in consideration of the mutual promises and covenants
contained within this agreement, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

     1.  INTERNATIONAL has a contract (the "Contract") (Attached as "Exhibit
         A") to provide an interpretive map or maps and related information
         which may be used to evaluate the potential for potable water
         supplies with Geophysical de Mexico ("GdM").

     2.  NORTH AMERICAN agrees to provide, through the use of various 3-D and
         4-D, 3-C and 4-C seismic, electronic and resistivity surveys detailed
         interpretive map or maps and related information outlined in the
         Contract with GdM according to the terms and conditions therein
         outlined as written and amended as necessary.  It is understood that
         the techniques and certain procedures used by NORTH AMERICAN are
         proprietary information and may not be disclosed except with the
         written consent of NORTH AMERICAN.

     3.  NORTH AMERICAN acknowledges the receipt of FIVE HUNDRED THOUSAND AND
         NO/100 DOLLARS ($500,000.00) from GdM on behalf of INTERNATIONAL as
         part consideration under this Agreement. INTERNATIONAL agrees to pay
         NORTH AMERICAN additional consideration of TWO MILLION FIVE HUNDRED
         THOUSAND AND NO/100 DOLLARS ($2,500,000.00) prior to the delivery to
         INTERNATIONAL of the detailed map(s) and related information
         described in the Contract.  Said $2,500,000.00 shall be full payment
         for said work on contract attached as Exhibit A.  Any additional work
         for future contracts shall be negotiated at the time of presentation.

     4.  INTERNATIONAL acknowledges that NORTH AMERICAN has begun preliminary
         surveys pursuant to this contract.  INTERNATIONAL also acknowledges
         that the work will not be completed until NORTH AMERICAN has received
         final payment of the $2,500,000.00.  NORTH AMERICAN hereby agrees to
         complete the work within seventy-five (75) days of receipt of final
         payment.  If for any reason other than acts of God or war work is not
         completed then NORTH AMERICAN will be obligated to refund the entire
         TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00)
         received by NORTH AMERICAN to INTERNATIONAL.

     5.  NORTH AMERICAN may subcontract any and/or all work required to be
         performed under this Agreement, as it deems necessary or appropriate. 
         In so doing, NORTH AMERICAN will remain solely liable to
         INTERNATIONAL to comply with the terms of this Agreement and the
         Contract with GdM.

     6.  NORTH AMERICAN acknowledges that INTERNATIONAL through assignment
         from a contract with Redbank Petroleum, Inc. dated April 15, 1998 has
         the right to use all of NORTH AMERICAN's field mapping technologies
         worldwide.  It is further understood that NORTH AMERICAN shall
         process the data collected into maps for INTERNATIONAL.  The fees for
         this processing shall not be greater than those charged to any other
         entities by NORTH AMERICAN.  INTERNATIONAL acknowledges that the
         information and techniques used to produced such maps is proprietary
         and if disclosed to any outside parties may invite undue and
         unnecessary competition.  Therefore, certain aspects of the process
         shall remain secret. NORTH AMERICAN agrees that should it cease
         processing the data for any reason or sell either the Technology,
         company or the rights to any and/or all Technology(s), whether by
         merger or license to another party or any other form of sale, it will
         provide any and all software necessary to process the data to
         INTERNATIONAL and/or its assigns along with the documentation and
         techniques required for INTERNATIONAL and/or its assigns to process
         the data themselves.

     7.  This instrument constitutes the entire agreement of the parties, and
         this Agreement supercedes any prior oral or written agreements or
         understandings concerning the subject matter of this Agreement.  This
         Agreement may not be amended, except by written instrument signed by
         all parties, referring specifically to this Agreement

     8.  This Agreement will be construed under the laws of the State of
         Texas, and venue for any action in conjunction with this Agreement
         will be in Dallas County, Texas.  All monies and or funds referred to
         in this contract shall be in United States dollars unless otherwise
         listed.

     9.  This Agreement inures to the benefit of the parties, their assigns,
         success representatives.

                                     SEISMIC INTERNATIONAL, INC.

                                      /s/ Michael Maguire
                                      Michael Maguire, President


                                     NORTH AMERICAN GEOPHYSICAL

                                     /s/ M.W. Taylor
                                     M.W. Taylor, Director