Non-competition Agreement

NON-COMPETITION AGREEMENT


NON-COMPETITION AGREEMENT (this "Agreement") dated as of January 27, 1997 by C.D. Siegfried (the "Employee") for the benefit of 3-D Geophysical, Inc., a Delaware corporation ("3-D"), and 3-D Geophysical of Canada, Inc., a Canadian corporation ("3-D Canada").


WHEREAS, the Employee has been an employee of the Company for a number of years;


WHEREAS, all of the outstanding capital stock of the J.R.S. Exploration Company Limited an Alberta corporation (the "Company"), has been acquired by 3-D pursuant to that certain Stock Purchase Agreement dated as of December 10, 1996 by and among 3-D, 3-D Canada, D.E. Janveau, Gladys Mueller and W.G. Mueller (collectively, the "Vendors")(the "Stock Purchase Agreement");


WHEREAS, the Employee acknowledges that 3-D and 3-D Canada have paid a substantial price to acquire the Company from the Vendors, and it is the intention of 3-D, 3-D Canada and the Vendors that the Company shall be entitled exclusively to the benefits of the goodwill, trade secrets, proprietary rights, know-how and customer and client relationships heretofore established, developed and maintained by the Company, whether or not through the services or efforts of the Employee as an employee of the Company; and


WHEREAS, to induce 3-D and 3-D Canada to enter the Stock Purchase Agreement, the Employee agreed that at the Closing under the Stock Purchase Agreement it would enter into this Agreement not to compete with the Company on the terms and conditions set forth below;


NOW, THEREFORE, in consideration of the premises, the acquisition by 3-D and 3-D Canada of all of the outstanding capital stock of the Company pursuant to the Stock Purchase Agreement, the Employee, intending to be legally bound, hereby agrees as follows:


Section 1. Restrictive Covenants.


1.1 Covenant Not to Compete. During the Term (as defined therein) of the Employment Agreement of even date herewith between the Company and the Employee (the "Employment Agreement"), the Employee will not in any way, directly or indirectly, as an agent, employee, officer, director, stockholder, partner or otherwise of any corporation, partnership or other venture or enterprise compete with the Company, 3-D or any of their respective subsidiaries in the provision of seismic data acquisition or analysis services or any services related thereto (a "Competing Business") within the territorial limits of the Province of Alberta, the other provinces and territories of Canada, the United States of America and the countries forming part of Central and South America.


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1.2 Non-Solicitation Covenant. During the Term of the Employment Agreement and for a period of one (1) year after the termination of the Employment Agreement for any reason whatsoever, the Employee shall not solicit, sell to or contract with, on behalf of the Employee or on behalf of any Competing Business, any person or entity to which the Company or any subsidiary of the Company shall have provided seismic data acquisition or analysis services at any time during such four (4) year period.


1.3 Remedies. The Employee hereby agrees that all restrictions imposed upon the Employee hereunder are reasonable, fair and valid, and all defenses to the strict enforcement of the provisions hereof are hereby waived by the Employee. The Employee further agrees that in the event of a breach or threatened breach of any of the covenants contained in this Section 1, the Company's remedy at law is likely to be inadequate and that accordingly the Company will be entitled to obtain an injunction or other equitable relief with regard thereto without proving damages or that damages would not constitute an adequate remedy. If the final judgment of a court of competent jurisdiction declares that any term or prov ...