Employment Agreement Dated February 1, 1995

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


WHEREAS, the Employee has been a founder of the Company and has been instrumental in the formation of the Company and its acquisition strategy;


WHEREAS, the Employee has been an executive officer of Paragon Geophysical, Inc., a Delaware corporation ("Paragon") for a number of years;


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 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 Chairman of the Board of the Company, and the Employee hereby accepts such employment, upon and subject to the terms and conditions hereinafter set forth.


Section 2. Term. Unless sooner terminated as provided in this Agreement, the term of the Employee's employment under this 2 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, 1998 (the "Term").


Section 3. Duties and Services.


3.1 The Employee shall render services to the Company as a Chairman of the Board of the Company 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") and shall abide by the practices and policies of the Company governing the conduct of employees.


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


3.3 The Employee shall be allowed, to the extent such activities do not interfere with the performance by the Employee of his duties and responsibilities under this Agreement, (a) to continue his current affiliation with and activities on behalf of Founders Capital, Inc. and its affiliated companies, unless such affiliation or activities would pose a conflict of interest with the Employee duties hereunder; (b)(i) to serve on boards of directors or committees of civic or charitable organizations, trade associations or not-for-profit corporations, (ii) with the


- 2 - 3 prior written consent of the Board, to serve on the board of directors or advisory board of any for-profit corporation, and (iii) to serve as chairman and chief executive officer of Consolidated Health Care Associates, Inc.; and (c) to write for publications or speak publicly.


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 $125,000.00.


4.2 Bonus Pool. The Company intends to create a bonus plan based upon the earnings of the Company to provide incentives for certain employees of the Company and its subsidiaries. The Employee shall be entitled to participate in such plan on such terms as may be determined by the Compensation Committee, in its discretion. Nothing in this Agreement shall require the Company to pay any such bonus.


4.3 Office Allowance. During the Term, the Company shall pay the Employee, on a monthly basis, $6,250.00 per month as a non-accountable allowance for expenses in connection with Employee's office in New York, New York.


- 3 - 4
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.


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


- 4 - 5
(d) During the term of employment under this Agreement, the Company shall pay the Employee, on a monthly basis, an amount equal to $650 per month as a non-accountable allowance for lease payments, insurance and other expenses of an automobile leased by the Employee.


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 Com ...