OF



                                  G. DARCY KLUG



      This Employment Agreement (this "Agreement") is made effective as of April

1, 2004, between OMNI Energy Services Corp., Inc., a Louisiana corporation

("OMNI" or the "Company) and G. Darcy Klug, a resident of Lafayette Parish,

Louisiana ("Employee"). In order to protect the goodwill of OMNI and in

consideration of the premises and the mutual covenants contained herein, the

parties hereby agree as follows:



      1.    Employment. OMNI hereby agrees to employ Employee and Employee

hereby agrees to work for OMNI as its Executive Vice President. Employee shall

report directly to the Chief Executive Officer and shall perform such duties as

are commensurate with his position and as are assigned to him by the Chief

Executive Officer after consultation with the Board. So long as Employee is

employed by OMNI, Employee shall devote Employee's skill, energy and

substantially all of his business-related efforts to the faithful discharge of

Employee's duties as a salaried, exempt employee of OMNI. In providing services

hereunder, Employee shall comply with and follow all written directives,

policies, standards and regulations from time to time established by the Board

of Directors and applicable to executive officers of OMNI generally.



      2.    Term of Employment. Employee's employment by OMNI pursuant to this

Agreement shall continue in effect until December 31, 2008 (the "Initial

Period"). Employee's employment shall be automatically extended for additional,

successive one year periods (the "Additional Periods") commencing on January 1,

2009, unless either party gives notice of non-renewal as provided in Section

6(d) or otherwise terminates this Agreement in accordance with the other

provisions of Section 6.



      3.    Representations and Warranties. Employee represents and warrants

that Employee is under no contractual or other restrictions or obligations that

will limit Employee's activities on behalf of OMNI or will prohibit or limit the

disclosure or use by Employee of any information which directly or indirectly

relates to the business of OMNI or the services to be rendered by Employee under

this Agreement.



      4.    Compensation. Subject to the provisions of Section 6, Employee will

be entitled to the compensation and benefits set forth in this Section 4.



            (a)   During the Initial Period, OMNI shall pay Employee an Annual

Base Salary, payable semi-monthly, in equal semi-monthly installments at a rate

equal to $165,000.00 per year for the remainder of the 2004 calendar year. In

each subsequent calendar year during the term of this Agreement, OMNI shall pay

to Employee an Annual Base Salary (not less than $165,000.00 per year)

determined by the OMNI Board of Directors following its annual salary and

performance review. Employee's Annual Base Salary will be reviewed at least

annually in



                                       1





the first quarter of each fiscal year of Employee's employment hereunder,

commencing in the first quarter of fiscal year 2005.



            (b)   Employee shall be eligible to receive an annual bonus. The

bonus will be determined and if appropriate, awarded by the OMNI Board of

Directors during each calendar year beginning with the 2004 calendar year, but

will be paid following the closing of the books and records of OMNI for each

such calendar year, but not later than April 1 of the following calendar year.

The annual bonus will be calculated by the Company's auditors based upon the

bonus plan submitted by the Board.



            (c)   All payments of salary and other compensation to Employee

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