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                   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     1.5  SECOND AMENDMENT TO NOTE PURCHASE (5/28/96) DATED MARCH 27, 1997
                         BETWEEN THE COMPANY AND RIMCO


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                  SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
                            AND AMENDMENT OF NOTES

     The Second Amendment to Note Purchase Agreement and Amendment of Notes
(this "Second Amendment") dated as of March 27, 1997 is between UNIVERSAL
SEISMIC ASSOCIATES, INC., a Delaware corporation (the "COMPANY"), and RIMCO
PARTNERS, L.P., a Delaware limited partnership, RIMCO PARTNERS, L.P. II, a
Delaware limited partnership, and RIMCO PARTNERS, L.P. IV, a Delaware limited
partnership (collectively, the "NOTEHOLDERS").

                            PRELIMINARY STATEMENTS

     A.  The Company and the Noteholders have heretofore entered into that
certain Note Purchase Agreement, dated May 28, 1996 as amended by that certain
First Amendment dated December 20, 1996 (as so amended the "NOTE AGREEMENT").

     B.  The Company and the Noteholders now desire to further amend the Note 
Agreement with respect to the matters set forth herein and to amend the Notes 
issued pursuant to the terms thereof.

     C.  Capitalized terms used herein shall have the respective meanings 
described thereto in the Note Agreement unless herein defined or the context 
shall otherwise require.

                                  AGREEMENTS

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the Company and the Noteholders agree as follows:

SECTION 1.   AMENDMENTS TO NOTE AGREEMENT.

        1.1  Section 5.16 of the Note Agreement is amended in its entirety to 
read as follows:

             "SECTION 5.16. CAPITALIZATION.  The authorized capital stock of the
     Company consists solely of 20,000,000 shares of $.0001 par common stock, of
     which 5,234,109 shares are issued and outstanding."

        1.2  The following defined terms in Annex A of the Note Agreement are 
             amended in their entirety to read as follows:

             "EXISTING NOTE AGREEMENTS" means that certain Note Purchase 
     Agreement, date January 19, 1996, among the Company, the Noteholders and
     RIMCO Partners, L.P. III, as amended or modified from time to time and that
     certain Note Purchase Agreement, dated


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     May 28, 1996, among the Company and the Noteholders, as amended or modified
     from time to time.

            "EXISTING SENIOR NOTES" means the 10% Senior Secured General
     Obligation Notes, in the maximum aggregate principal amount of $10,000,000
     issued by the Company under the Existing Note Agreements.

            "SUBSIDIARY NOTE AGREEMENT" means that certain Amended and Restated
     Note Purchase Agreement, dated March 27, 1997, among UNEXCO and the
     Noteholders and RIMCO Partners, L.P. III, as amended or modified from time
     to time.

            "SUBSIDIARY NOTES" means the Amended and Restated 12% Senior Secured
     General Obligation Notes, in the maximum aggregate principal amount of
     $5,500,000 issued by UNEXCO under the Subsidiary Note Agreement.

SECTION 2.  AMENDMENTS TO NOTES.

        2.1 The second paragraph of that certain 10% Senior Secured General 
Obligation Note (No. SN-5), dated May 28, 1996, in the principal amount of 
$4,095,000 issued by the Company in favor of RIMCO Partners, L.P. is hereby 
amended in its entirety to read as follows:

            "This Note is due and payable as follows:

            (a)  commencing on July 1, 1996, on the first day of each month
     through and including June 1, 1997, a payment equal to all accrued but
     unpaid interest thereon;

            (b)  commencing on July 1, 1997, on the first day of each month 
     through and including November 1, 1999, a payment equal to $87,006.55;

            (c)  On December 1, 1999, the unpaid principal balance hereof,
    together with all accrued but unpaid interest hereon, shall be fully and
    finally due and payable.

        2.2 The second paragraph of that certain 10% Senior Secured General
Obligation Note (No. SN-6), dated May 28, 1996, in the principal amount of
$741,000 issued by the Company in favor of RIMCO Partners, L.P. II is hereby
amended in its entirety to read as follows:

            "This Note is due and payable as follows:

            (a)  commencing on July 1, 1996, on the first day of each month
    through and including June 1, 1997, a payment equal to all accrued but
    unpaid interest thereon;



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          (b)  commencing on July 1, 1997, on the first day of each month 
     through and including November 1, 1999, a payment equal to $15,744.06;

          (c)  On December 1, 1999, the unpaid principal balance hereof, 
     together with all accrued but unpaid interest hereon, shall be fully and
     finally due and payable.

     2.3  The second paragraph of that certain 10% Senior Secured General 
Obligation Note (No. SN-7), dated May 28, 1996, in the principal amount of 
$1,664,000 issued by the Company in favor of RIMCO Partners, L.P. IV is hereby 
amended in its entirety to read as follows:

          "The Note is due and payable as follows:

          (a)  commencing on July 1, 1996, on the first day of each month
     through and including June 1, 1997, a payment equal to all accrued but
     unpaid interest thereon;

          (b)  commencing on July 1, 1997, on the first day of each month 
     through and including November 1, 1999, a payment equal to $35,355.08;

          (c)  On December 1, 1999, the unpaid principal balance hereof,
     together with all accrued but unpaid interest hereon, shall be fully and
     finally due and payable.

SECTION 3.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     3.1  The Company represents and warrants to the Noteholders that:

          (a)  this Second Amendment has been duly authorized, executed and
     delivered by it and this Second Amendment constitutes the legal, valid and
     binding obligation of the Company enforceable against it in accordance with
     its terms, except as enforcement may be limited by bankruptcy, insolvency,
     reorganization, moratorium or similar laws or equitable principles relating
     to or limiting creditors' rights generally;

          (b)  The Note Agreement and the Notes, as amended by this Second
     Amendment, constitute the legal, valid and binding obligations of the
     Company enforceable against it in accordance with their respective terms,
     except as enforcement may be limited by bankruptcy, insolvency,
     reorganization, moratorium or similar laws or equitable principles relating
     to or limiting creditors' rights generally;

          (c)  the execution, delivery and performance by the Company of this
     Second Amendment (i) has been duly authorized by all requisite corporate
     action and, if required, shareholder action, (ii) does not require the
     consent or approval of any governmental or regulatory body or agency, and
     (iii) will not (A) violate (1) any provisions of law, statute, rule or
     regulation or its certificate of incorporation or bylaws, (2) any order of
     any court or any


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     rule, regulation or order of any other agency or government binding upon
     it, or (3) any provision of any material indenture, agreement or other
     instrument to which it is a party or by which its properties or assets are
     or may be bound, or (B) result in a breach or constitute (alone or with due
     notice or lapse of time or both) a default under any such indenture,
     agreement or other instrument;

          (d)  as of the date hereof and after giving effect to this Second 
     Amendment, no Default or Event of Default has occurred which is continuing;
     and

          (e)  all representations and warranties contained in Article V of the
     Note Agreement and in the other Transaction Documents are true and correct
     in all material respects with the same force and effect as if made by the
     Company on and as of the date hereof.

SECTION 4.  CONDITIONS TO EFFECTIVENESS OF THIS SECOND AMENDMENT.

     4.1  This Second Amendment shall not become effective until, and shall 
become effective when, each of the following conditions shall have been 
satisfied:

          (a)  executed counterparts of this Second Amendment, duly executed by
     the Company and the Noteholders, shall have been delivered to the
     Noteholders;

          (b)  the Noteholders shall have received a copy of the resolutions of
     the Board of Directors of the Company authorizing the execution, delivery
     and performance by the Company of this Second Amendment, certified by its
     Secretary or an Assistant Secretary;

          (c)  the representations and warranties of the Company set forth in 
     SECTION 2 hereof are true and correct on and as of the date hereof; and

          (d)  the Noteholders shall have received the favorable opinion of
     counsel to the Company as to the matters set forth in SECTION 3.1(a),
     3.1(b) and 3.1(c) hereof, which opinion shall be in form and substance
     satisfactory to the Noteholders.

SECTION 5.  PAYMENT OF NOTEHOLDERS' COUNSEL FEES AND EXPENSES.

     5.1  The Company agrees to pay upon demand, the reasonable fees and 
expenses of Andrews & Kurth L.L.P., counsel to the Noteholders, in connection 
with the negotiation, preparation, approval, execution and delivery of this 
Second Amendment.

SECTION 6.  MISCELLANEOUS.

     6.1  This Second Amendment shall be construed in connection with and as 
part of the Note Agreement, and except as expressly amended by this Second 
Amendment, all terms,


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conditions, and covenants contained in the Note Agreement, the Notes and the 
other Transaction Documents are herby ratified and shall be and remain in full 
force and effect.

     6.2  Any and all notices, request, certificates and other instruments 
executed and delivered after the execution and delivery of this Second 
Amendment may refer to the Note Agreement and the Notes without making specific 
reference to this Second Amendment but nevertheless all such references shall 
include this Second Amendment unless the context otherwise requires.

     6.3  The descriptive headings of the various Sections or parts of this 
Second Amendment are for convenience only shall not affect the meaning or 
construction of any of the provisions hereof.

     6.4  This Second Amendment shall be governed by and construed in accordance
with New York law.

                                            UNIVERSAL SEISMIC ASSOCIATES, INC.

                                                /s/ MICHAEL J. PAWELEK
                                            By:--------------------------------
                                            Name:   Michael J. Pawelek
                                            Title:  President

      
                                            RIMCO PARTNERS, L.P.,
                                            RIMCO PARTNERS, L.P. II, AND
                                            RIMCO PARTNERS, L.P. IV

                                                /s/ GARY MILAVEC
                                            By:________________________________
                                            Name:   Gary Milavec
                                            Title:  Vice President


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