Pledge Agreement

PLEDGE AGREEMENT


This Pledge Agreement is entered into as of November 17, 1997, by and between:


PLEDGOR: 3-D GEOPHYSICAL, INC.
8226 Park Meadows Drive
Littleton, Colorado 80124


AND


PLEDGEE: SANWA BUSINESS CREDIT CORPORATION
550 North Brand Boulevard
Glendale, California 91203


WHEREAS, 3-D Geophysical, Inc., a Delaware corporation ("Pledgor") owns ninety-nine percent (99%) of the issued and outstanding shares of capital stock of (i) Geoevaluaciones, S.A. de C.V., and (ii) Procesos Interactivos Avanzados, S.A. de C.V. (collectively, the "Companies");


WHEREAS, Northern Geophysical of America, Inc., a Delaware corporation ("Borrower") has received or will receive loans and other financial accommodations made by Sanwa Business Credit Corporation ("Pledgee") pursuant to a Loan and Security Agreement dated as of the date hereof between Borrower and Pledgee (the "Loan Agreement");


WHEREAS, in consideration for such financial accommodations, Pledgor has guarantied the obligations of Borrower to Pledgee pursuant to a Secured Continuing Corporate Guaranty dated as of the date hereof (the "Guaranty"), which Guaranty is secured by, among other things, this Pledge Agreement.


NOW THEREFORE, for value received, and in consideration of the foregoing recitals, Pledgor and Pledgee hereby agree as follows:


1. Pledge of Collateral and Delivery of Pledged Collateral.


1.1 Pledgor hereby pledges and assigns to Pledgee and grants to Pledgee a security interest in all of the Collateral described in Section 2 below, whether now owned or hereafter acquired, now or at any time hereafter in the possession, custody or control of Pledgee or its agents, whether held for safekeeping, in a safe deposit box, or otherwise ("Collateral") to secure prompt payment and full performance of the obligations described in Section 3 below (collectively, "Obligations").


1.2 Pledgor hereby delivers to Pledgee all certificates or instruments representing or evidencing the Collateral duly endorsed "en garantia," together with a certified copy of the stock registry book of each of the Companies evidencing the registration of this pledge therein. Pledgee shall have the right, at any time, after an Event of Default (as defined herein), in its reasonable discretion and without notice to Pledgor, to transfer to or to register in the name of Pledgee or any of its nominees any or all of the Collateral. In


addition, Pledgee shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations.


2. Collateral. The Collateral consists of the following:


2.1 Sixty-five percent (65%) in the aggregate of the shares of common stock of the Companies, all such stock owned beneficially and of record by Pledgor and listed on Schedule I attached hereto and made a part hereof, and all cash, dividends, other securities, instruments, rights and other property at any time and from time to time received or receivable in respect thereof or in exchange for all or any part thereof, including without limitation, stock dividends, warrants, rights to subscribe, conversion rights, liquidating dividends and other stock rights, and in the event Pledgor receives any of the foregoing, Pledgor acknowledges that the same shall be received IN TRUST for Pledgee and agrees immediately to deliver the same to Pledgee in original form of receipt, together with any stock or bond powers, assignments, endorsements or other documents or instruments as Pledgee may reasonably request to establish, protect or perfect Pledgee's interest in respect of such Collateral; and


2.2 Subject to the terms of Section 7.1.2 hereof, all other property hereafter delivered to Pledgee (or any agent or bailee holding on behalf of Pledgee) by Pledgor in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, dividends, other securities, instruments, rights and other property at any time and from time to time received or receivable in respect thereof or in exchange for all or any part thereof, including without limitation, stock dividends, warrants, rights to subscribe, conversion rights, liquidating dividends and other stock rights, and in the event Pledgor receives any of the foregoing, Pledgor acknowledges that the same shall be received IN TRUST for Pledgee and agrees immediately to deliver the same to Pledgee in original form of receipt, together with any stock or bond powers, assignments, endorsements or other documents or instruments as Pledgee may request to establish, protect or perfect Pledgee's interest in respect of such Collateral; and


2.3 All proceeds of all of the foregoing.


3. Obligations. The Obligations secured under this Pledge Agreement are the obligations of Pledgor under the Guaranty and under this Pledge Agreement, and all extensions, amendments, modifications and renewals of any of the foregoing.


4. Representations and Warranties. Pledgor represents and warrants on the date hereof, and shall be deemed to represent and warrant on the date of each loan or advance made by Pledgee to Borrower, that:


4.1 Pledgor is the sole legal, beneficial and, if applicable, record owner of the Collateral (or, in the case of after-acquired Collateral, will be the sole such owner thereof), having good and marketable title thereto, free of all liens, security interests, encumbrances or claims of any kind;


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4.2 All information heretofore, herein or hereafter given to Pledgee by or on behalf of Pledgor is complete, true and correct.


4.3 All shares of stock constituting Collateral (a) have been duly and validly issued in compliance with all applicable laws, (b) are fully paid, nonassessable (liberadas) and free of preemptive rights, (c) are not subject to any restrictions upon the voting rights or upon the transfer thereof other than as may appear on the face of the certificates evidencing such Collateral, and (d) include not less than 65% of the issued and outstanding shares of each class of voting stock of each of the Companies;


4.4 Pledgor has the right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Pledge Agreement;


4.5 This Pledge Agreement has been duly executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms;


4.6 Upon delivery to Pledgee of the certificates evidencing the Collateral, endorsed "en garantia" and the registration of this pledge in the registry books of the Companies, the security interest created herein will constitute a valid, perfected first priority security interest in the Collateral enforceable in accordance with its terms against all creditors of Pledgor and any person purporting to purchase any Collateral from Pledgor.


4.7 The execution, delivery and performance of this Pledge Agreement do not (i) violate any provisions of law or any order of any court or other agency of government, or (ii) contravene any provision of any material contract or agreement to which Pledgor is a party or by which Pledgor or Pledgor's assets are bound; and


4.8 Each of the representations and warranties set forth in Paragraph 16 of the Guaranty is accurate and complete as of the date hereof.


5. Covenants of Pledgor. Until the Obligations are paid in full, Pledgor agrees to:


5.1 Preserve and protect the Collateral as a first priority, perfected security interest;


5.2 Not create, incur, assume or permit to exist any liens, encumbrances, security interests, levies, assessments or charges on or in any of the Collateral, except those approved in advance in writing by Pledgee;


5.3 Promptly pay and discharge before the same become delinquent all taxes, assessments and governmental charges or levies imposed on Pledgor or any of the Collateral;


5.4 Not sell, encumber, or otherwise dispose of or transfer any Collateral, or any right or interest therein and agrees that it will (i) cause the Companies not to issue any other voting stock in addition to or in substitution for the Collateral, except to Pledgor, or in connection with outstanding stock options or with the prior written consent of Pledgee and (ii) pledge hereunder, immediately upon Pledgor's acquisition (directly or


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indirectly) thereof, any and all additional shares of stock or other securities of the Companies;


5.5 Appear in and defend, at Pledgor's own expense, any action or proceeding which may affect Pledgor's title to or Pledgee's interest in the Collateral;


5.6 Procure or execute and deliver, from time to time, in form and substance satisfactory to Pledgee, any stock powers, bond powers, endorsements, assignments, financing statements, estoppel certificates or other writings deemed necessary or appropriate by Pledgee to perfect, maintain or protect Pledgee's security interest in the Collateral and the priority thereof, and take such other action and deliver such other documents, instruments and agreements pertaining to the Collateral as Pledgee may request to effectuate the intent of this Pledge Agreement;


5.7 If Pledgee gives value to enable Pledgor to acquire rights in or use of any Collateral, use such value only for such purpose;


5.8 Keep separate, accurate and complete records of ...