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Form Of Administrative Services Agreement

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ADMINISTRATIVE SERVICES AGREEMENT


This Administrative Services Agreement ("Agreement") is entered into as of ____________________, 1997 by and between Seitel, Inc., a Delaware corporation ("Seitel"), and Eagle Geophysical, Inc., a Delaware corporation ("Eagle").


RECITALS


Prior to execution of this Agreement, Eagle was a wholly-owned subsidiary of Seitel. Eagle has undertaken a series of transactions, including the issuance of new shares in consideration for the acquisition of Energy Research International and the issuance of new shares for cash in an initial public offering (the "IPO"), consummated on the date hereof, and Seitel has sold in such IPO a portion of the shares of Eagle that it owned, as a result of which Eagle is no longer a wholly-owned subsidiary of Seitel.


During the period when Eagle was a wholly-owned subsidiary of Seitel, Eagle relied on Seitel for the provision of certain administrative services relating to Eagle's onshore seismic data acquisition business, which administrative services Eagle intends in the future to provide for itself. However, in order to provide for an orderly transition from Seitel providing such administrative services to Eagle providing such services, and to allow Eagle a reasonable time in which to assemble its own staff to provide such services, Seitel has agreed to make available to Eagle for a transition period of up to 90 days those administrative services formerly provided to Eagle with respect to Eagle's onshore seismic data acquisition business, all pursuant to the terms of this Agreement.


AGREEMENT


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


Section 1. Defined Terms. The following terms will have the following meanings when used in this Agreement:


"Accountant" means the certified public accounting firm most recently retained by Seitel to audit its financial statements.


"Associate" means with respect to Seitel, any shareholder, director, officer or employee of Seitel or any attorney, accountant, representative or agent retained by Seitel.


"Expenses" means any reasonable and necessary out-of-pocket expenses incurred in connection with the provision of the Services, 2 including any taxes or other governmental impositions attributable to the provision of the Services (other than income or other similar taxes assessed on the Fees), but not including any general or administrative overhead expense of Seitel.


"Fees" means the fees payable to Seitel pursuant to Section 3 hereof.


"Force Majeure Event" means (a) a fire, flood, explosion, riot, rebellion, revolution, labor trouble (whether or not due to the fault of such Party), requirements or acts of any government authority or agency or subdivision thereof, loss of source of supplies or other inability to obtain materials or suppliers, or (b) any other cause, whether similar or dissimilar to the foregoing, beyond the reasonable control of the Parties hereto.


"Loss" means any and all claims, liabilities, obligations, losses, deficiencies and damages or judgments of any kind or nature whatsoever arising from, asserted against, or associated with the furnishing or failure to furnish the Services, regardless of by whom asserted and regardless of whether or not any such loss is known or unknown, fixed or contingent or asserted or unasserted.


"Eagle Account" means a bank account established in the name of Eagle.


"Party" means either of Seitel or Eagle.


"Services" means the services described in the schedule attached as Exhibit A to this Agreement or any other service provided by Seitel to Eagle at the request of Eagle; provided that Seitel shall not be obligated to provide any services to Eagle other than those set forth on Exhibit A.


Section 2. Services. Seitel will provide the Services described on Exhibit A to Eagle. Such services will only be provided with respect to Eagle's onshore seismic data acquisition business. Seitel may, in its sole discretion, provide other Services to Eagle upon request by Eagle. The Services will be of the type and at the level provided by Seitel to Eagle before the IPO.


Section 3. Fees and Expenses. (a) Eagle will pay Seitel Fees for the Services provided by Seitel to Eagle hereunder equal to Seitel's cost of providing such Services, as reasonably determined by Seitel. Such Fees will include an allocation of Seitel's general and administrative overhead expense relating to such Services. Seitel may, but shall not be obligated to, determine such cost using the same methods employed by Seitel to allocate costs to Eagle for such Services prior to the IPO.


(b) Eagle will reimburse Seitel for Expenses incurred by Seitel in connection with the provision of the Services. Seitel will not have any obligation to advance funds on behalf
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