EQUIPMENT LEASE AGREEMENT





This Equipment Lease Agreement (the "Agreement") is entered into on this 9th day

of April, 2003 (the "Effective Date") between MITCHAM Industries, Inc., a Texas

corporation ("MITCHAM"), and Sercel Inc., a corporation organized under the laws

of Oklahoma ("SERCEL"), which parties agree as follows:





1.       Introduction



         SERCEL and certain of its affiliates design, manufacture and market

         fully-configured seismic data acquisition systems (the "SERCEL

         Systems"), the components thereof and equipment related thereto,

         including station units that are sometimes called "channel boxes." At

         the present time, SERCEL and certain of its affiliates manufacture

         equipment as described on Schedule 2.a and Schedule 2.b (collectively

         the "Products"). MITCHAM provides full service leasing services to

         customers in the oil and gas industry, including the leasing of new and

         used channel boxes to customers who have SERCEL Systems. For good and

         valuable consideration, the receipt and sufficiency of which are hereby

         acknowledged for all purposes. The Parties entered into a lease

         equipment agreement, which expired on December 31, 2002 and they are

         willing to continue their relationship for one additional year but

         based on the terms and conditions herein contained. MITCHAM and SERCEL

         agree to the terms set forth herein.





2.       Exclusive Authorized Third Party Lessor



         (a) MITCHAM hereby represents to SERCEL that MITCHAM has the necessary

         skills, experience, personnel, facilities and equipment to effectively

         perform its responsibilities as the exclusive leasing representative

         for SERCEL as described in the Agreement for the Products hereinafter

         specified. In reliance upon that representation, SERCEL hereby appoints

         MITCHAM as the exclusive representative for SERCEL to lease the Land

         Products, as further specified on Schedule 2.a throughout the world

         (the "Territory"). In addition thereto, SERCEL hereby appoints MITCHAM

         as a nonexclusive representative for SERCEL to lease the Marine/OBC

         Products, as further specified on Schedule 2.b throughout the world

         (the "Territory"). Notwithstanding the foregoing, MITCHAM's

         appointments as exclusive or nonexclusive leasing representative

         pursuant hereto shall not include financing leases or other leases of

         duration of greater than one year. During the term of this Agreement,

         MITCHAM will actively promote and solicit the leasing of the Products.

         During the term of this Agreement, SERCEL and/or any company of the

         SERCEL Group shall remain free to perform, directly or indirectly, with

         any third party any operating or financial lease of whatever duration

         with respect to either Land, Marine or OBC Product throughout the

         Territory. The Parties acknowledge that the purpose of this equipment

         lease agreement is the lease of Products by MITCHAM. This Agreement

         does not allow Mitcham to act as distributor, agent, commercial

         representative or reseller of brand-new Products.





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         (b) The Parties acknowledge that the discounts granted to Mitcham under

         the Volume Purchase Table executed between the Parties on the same date

         of this Agreement are granted by SERCEL in consideration of MITCHAM

         leasing the Products and that SERCEL's discount policy is different

         (i.e. not as favorable) from the discounts granted when the Products

         are purchased for resale.



         (c) SERCEL agrees to provide MITCHAM with any information regarding a

         rental, lease or finance opportunity that SERCEL will not undertake for

         any reason whatsoever.





3.       Purchase of Products from SERCEL



         Subject to the other provisions of this Agreement, MITCHAM agrees that

         it will purchase from SERCEL, and SERCEL agrees that it will sell to

         MITCHAM, subject to fulfillment by Mitcham of its obligations under the

         Volume Purchase Agreement signed on the 9th day of April 2003, the

         Products necessary to meet MITCHAM's obligations under each Lease as

         provided herein. The terms and conditions of purchases by MITCHAM of

         the Products hereunder shall be governed by SERCEL's standard terms and

         conditions, a copy of which is attached hereto as Schedule 3(a);

         provided, however, that in the event of any conflict between the terms

         of such terms hereof, the terms of the Agreement shall prevail. SERCEL

         may update Schedule 3(a) from time to time after written notice to

         MITCHAM. SERCEL shall sell to MITCHAM such of the Products as MITCHAM

         shall order (an "Order") valued after giving effect to the discount(s)

         set forth on the VPA and subject to the conditions therein.



         MITCHAM will not order from any third party any Products or replacement

         parts for SERCEL equipment that is not qualified by SERCEL. Such

         purchases from a third party will give SERCEL the right to early

         terminate this agreement for breach and in any case any warranty

         remaining on the equipment sold by SERCEL will be void for the

         remaining period.



         MITCHAM expressly acknowledges that SERCEL does not manufacture anymore

         the SN 388 system and that although MITCHAM can lease its existing

         inventory of SN 388 systems, it will not order additional SN 388

         systems. Furthermore, MITCHAM expressly acknowledges that SERCEL does

         not manufacture anymore the Mertz Vibrator product line, but SERCEL

         agrees to support the product through spare parts sales, and MITCHAM

         may continue to lease its existing inventory of Mertz Vibrators but it

         will not order any additional Mertz Vibrators.





4.       Pricing



         In no event shall either SERCEL or MITCHAM have any right to require

         that either of them charge any specific price or follow any pricing

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