Employment Agreement Dated February 1, 1996

EMPLOYMENT AGREEMENT (this "Agreement") dated February 1, 1996 between 3-D Geophysical, Inc. (the "Company"), a Delaware corporation, and Luis H. Ferran Arroyo (the "Employee").


WHEREAS, the Employee has been an executive officer of Geoevaluaciones, S.A. de C.V. ("Geo"), a Mexican corporation, for a number of years;


WHEREAS, the Company has purchased all of the outstanding capital stock of Geo pursuant to that certain Stock Purchase Agreement dated October 20, 1995 by and among the Company, Geo Acquisition Sub, Inc., a wholly-owned subsidiary of the Company, and the stockholders of Geo;


WHEREAS, the Company desires to employ the Employee on the terms and conditions provided in this Agreement;


WHEREAS, the Employee desires to accept such employment and to render services to the Company and Geo on the terms and conditions provided in this Agreement;


NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Company and the Employee hereby agree as follows:


Section 1. Engagement. The Company hereby employs the Employee as Executive Vice President of Latin American Operations for the Company and as President of Geo, and the Employee hereby accepts such employment, upon and subject to the terms and conditions hereinafter set forth. 2
Section 2. Term. Unless sooner terminated as provided in this Agreement, the term of the Employee's employment under this Agreement shall commence on the date of the closing of the underwritten initial public offering of the Company's common stock and shall end on December 31, 2000 (the "Term").


Section 3. Duties and Services.


3.1 The Employee shall render services to the Company as its Executive Vice President of Latin American Operations and as President of Geo, and shall perform such other duties and responsibilities as may be assigned to the Employee from time to time by the Board of Directors (the "Directors") or Chief Executive Officer of the Company or by the Board of Directors of Geo and shall abide by the practices and policies of the Company and Geo governing the conduct of employees.


3.2 During the Term, the Employee shall devote his full energy and time (exclusive of normal holidays and vacation periods and periods of sickness and disability) to the performance of the Employee's duties as defined herein and shall promptly and faithfully perform all the duties which pertain to the Employee's employment.


Section 4. Compensation.


4.1 Annual Compensation. In consideration of all of the services to be rendered by the Employee hereunder and the covenants of Employee herein, the Company agrees to pay to the Employee, and the Employee agrees to accept, a salary at the annual rate of $140,000, payable in accordance with the Company's normal payroll practices. 3
4.2 Potential Bonus. In addition to the compensation provided for in Section 4.1, the Employee may receive a bonus, if any, as shall be determined in the sole discretion of the Directors (or a duly constituted committee thereof), but nothing in this Agreement shall be construed to require Geo or the Company to pay any such bonus.


Section 5. Expenses and Reimbursement. The Employee shall be reimbursed by the Company for reasonable and necessary out-of-pocket expenses incurred by the Employee in performing his duties hereunder, provided such expenses are approved in accordance with the procedures of the Company then in effect and are presented for reimbursement in accordance with the Company's policies and practices then in effect.


Section 6. Benefits. During the Term, the Company agrees to provide the Employee, in addition to and not in limitation of the compensation set forth in Section 4, the following benefits, which shall be determined in the sole discretion of the Directors (or a duly constituted committee thereof):


(a) The Employee shall be entitled, subject to qualification requirements, to participate in any and all group insurance plans, group health or medical insurance plans, group accidental and disability insurance plans made generally available to the senior executive employees of the Company.


(b) The Employee shall be entitled to participate in the Company's pension, profit-sharing, stock option, stock purchase and other employee benefit programs made generally available to the senior executive employees of the Company.


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(c) The Employee shall be entitled to vacation, sick leave and holidays in accordance with the Company's policies for senior executive employees generally.


Section 7. Termination. Subject to the provisions of Section 8, which shall survive the termination of this Agreement, this Agreement shall terminate upon:


(a) The death of the Employee;


(b) Illness, disability or incapacity that prevents the Employee from performing his duties hereunder for sixty (60) consecutive days, or for any sixty (60) days within any one hundred and eighty (180) day period, and the provision of written notice of such termination to the Employee by the Company; or


(c) Upon written notice for Cause, which shall include, without limitation, (i) the failure of the Employee to observe or perform any material term of this Agreement for twenty (20) days after written notice thereof specifying such failure; (ii) any act of illegality, dishonesty, moral turpitude, or fraud in connection with the Employee's employment; (iii) any course of action which is materially detrimental to the business of the Company; or (iv) the commission by the Employee of any felony.


Section 8. Restrictive Covenants. In consideration of the undertakings of the Company set forth herein, the Employee agrees as follows:


8.1 Non-Solicita ...