Form Of Non-qualified Stock Option Agreement

GEOPHYSICAL, INC.


FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT


NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), dated as of October __, 1997, between 3-D GEOPHYSICAL, INC., a Delaware corporation (the"Company"), and _______________ (the "Optionee").


The Company's Board of Directors (the "Board") has determined that the objectives of the Company will be furthered by granting to the Optionee a stock option in partial consideration of the Optionee's making a loan to the Company in the principal amount of $250,000 (the "Loan") pursuant to a Subordinated Promissory Note of the Company in that principal payable to the order of the Optionee, dated the date hereof.


In consideration of the foregoing and of the mutual undertakings set forth in this Agreement, the Company and the Optionee hereby agree as follows:


SECTION 1. Grant of Option.


1.1 The Company hereby grants to the Optionee a stock option (the "Option") to purchase 12,500 shares, par value $.01 per share (the "Shares"), of common stock of the Company ("Common Stock") at a purchase price of $6.50 per share (the "Exercise Price"). It is intended that the Option shall not qualify as an "incentive stock option" as defined in section 422 of the Internal Revenue Code of 1986, as amended.


1.2 In the event of any change in the outstanding shares Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option, and the exercise price therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that Optionee shall receive upon exercise of the Option the same class and number of outstanding shares or other securities or property that Optionee would have received in respect of Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. After any such adjustment, the number of shares subject to the Option shall be rounded to the nearest whole number.


1.3 In the event that Company shall enter into an agreement (i) to consolidate with or merge into any person, other than one of its subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than one of its subsidiaries, to merge into the Company and the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other person or cash or any other property or the shares of


Common Stock outstanding immediately before such merger shall after such merger represent less than 50% of the outstanding common shares and common share equivalents of the Company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than one of its subsidiaries, then, and in each such case, the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option to purchase the number and kind of shares of stock or other securities, cash or any other property that the Optionee would have been entitled to receive as a result of such merger or sale of assets had the Optionee fully exercised the Option and been a stockholder of record prior to such merger or sale of assets, and the agreement governing such transaction shall make proper provisions to so provide.


SECTION 2. Exercisability.


The Option shall become exercisable in full on the date the Company receives the principal amount of the Loan. The unexercised portion of the Option shall expire and cease to be exercisable at 12:01 a.m. on the 5th anniversary of the date of this Agreement.


SECTION 3. Method of Exercise.


The Option or any part thereof may be exercised only by the giving of written notice to the Company on such form and in such manner as the Board shall prescribe. Such written notice must be accompanied by payment of the full purchase price for the number of shares being purchased. Such payment may be made by one or a combination of the following methods: (a) by certified or official bank check (or the equivalent thereof acceptable to the Company); or (b) by such other method as the Company may authorize. The date of exercise of the Option shall be the date on which: (a) written notice of exercise shall have been duly given as provided in Section 7 of this Agreement; and (b) the Company shall have received payment of the full purchase price for the number of shares being purchased.


SECTION 4. Death.


If the Optionee dies during the period in which the Option is exercisable the Option shall be exercisable ...