Employment Agreement

EXHIBIT 10.7
OMNI GEOPHYSICAL, L.L.C.
AND
RICHARD PATRICK MORRIS


EMPLOYMENT AND NON-COMPETITION AGREEMENT


THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT is made and entered
into on the 6th day of August, 1997, but effective as of July 1, 1997
(the "Agreement") by and between OMNI GEOPHYSICAL, L.L.C., a Louisiana
limited liability company (hereinafter referred to as "Company") and
RICHARD PATRICK MORRIS, a resident of the State of Louisiana
(hereinafter referred to as "Employee").


WHEREAS, the Company is desirous of obtaining the services of the
Employee upon the terms and conditions contained herein; and


WHEREAS, the Employee is desirous of providing services for the
Company upon the terms and conditions contained herein.


NOW, THEREFORE, in consideration of the mutual promises,
covenants and agreements herein contained, the receipt and legal
sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:


1. EMPLOYMENT. The Company hereby hires the Employee and the
Employee hereby agrees to be employed upon the terms and conditions
hereinafter set forth.


2. TERM. Subject to the provisions for termination as
hereinafter provided, the term of this Agreement shall be for the
period beginning on the mutual execution of this Agreement and
expiring on June 30, 2000, except that the provisions of Section 6 and
Section 7 of this Agreement shall be effective for the period
beginning on the mutual execution of this Agreement and expiring two
(2) years after the termination of Employee's employment under this
Agreement.


3. COMPENSATION. For the period beginning on the mutual
execution of this Agreement and expiring on June 30, 2000, the Company
shall pay Employee One Hundred Thousand Dollars ($100,000) per annum
as a base salary.


4. DUTIES. For the period beginning on the mutual execution of
this Agreement and expiring June 30, 2000, Employee shall serve as a
Vice President and General Manager of the Company's aviation division.
Notwithstanding anything in this Agreement to the contrary, Employee
shall perform such other duties, tasks and work as may be assigned to
him by the Company's officers and Board of Directors.


1


5. TERMINATION. This Agreement may be terminated at any time
by the Company, without prior notice, for cause or for breach of any
obligation of Employee to Company, and may also be terminated at any
time by the Company, without prior notice, without cause; provided,
however, that in the event this Agreement is terminated by the Company
without cause, then the Company shall continue to pay the Employee the
compensation as set forth in Section 2 hereof through June 30, 2000.
For purposes of this Agreement, the Company shall have "Cause" for
termination of Employee's employment hereunder upon the occurrence of
any of the following: (i) the continued failure by Employee to
substantially perform his duties hereunder in the manner and at the
level as customarily performed by the general manager of aviation
companies after demand for substantial performance is delivered by the
Company that identifies the manner in which the Company believes
Employee has not substantially performed his duties, (ii) the
Employee's conviction of a felony, (iii) any acts of dishonesty or
deceit by the Employee involving the Company's business or his
performance of his duties hereunder, or (iv) a material breach of any
fiduciary duty of loyalty owed to the Company by the Employee.


6. CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION. Employee
recognizes, acknowledges and agrees that the names of the Company's
customers and its pricing structure, processes, operations, marketing
programs, sales techniques, designs, specifications and other trade
secrets (collectively referred to herein as "Proprietary Information")
are valuable, special and unique assets of the Company. Employee will
not, during or after the term of Employee's employment hereunder,
directly or indirectly, utilize for the benefit of any person,
business, enterprise or entity other than Company or disclose any
portion or part of the Company's Proprietary Information to any
person, firm, corporation, association or other entity for any reason
or purpose whatsoever. Furthermore, it is agreed that all data, lists,
papers, memoranda, documents, and all products of Employee's skill,
resulting from Employee's employment hereunder, shall be and remain
the sole and exclusive property of the Company, and Employee shall
execute any and all agreements and instruments that may be necessary
to evidence th ...