ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the Agreement), dated as of January 24, 2007, is entered into by and among Cypress Consulting Services, Inc., dba Cypress Energy Services, a Texas corporation (Seller), OMNI Energy Services Corp., a Louisiana corporation (Purchaser) and Dennis Gray, a person of the full age of majority and a resident of the State of Texas and the principal shareholder and the sole executive officer of Seller (Shareholder).

W I T N E S S E T H :

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, the Assets as described herein upon the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements contained herein, and for other good and valuable consideration, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

Section 1.1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) Assets shall mean, with respect to Seller, (1) all right, title, and interest in and to all of Sellers property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, belonging to Seller and which relate to the Seller Employee Leasing Division Business, including the furnishing of advisory and consulting services to customers as well as any goodwill associated therewith, including the assets listed on Schedule 1.1(a)(1); (2) all right, title, and interest in and to all of Sellers property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, belonging to Seller and which relate to the Seller Seismic Division Business, as well as any goodwill associated therewith, including the assets listed on Schedule 1.1(a)(2), as well as the backlog related to the Seller Seismic Division Business; (3) the benefit of all Sellers interest in the contracts listed on Schedule 1.1(a)(3) (the Contracts) and all files and records relating thereto; (4) customer lists, and all other contract rights and intangible assets relating to the Seller Employee Leasing Division Business, the Seller Seismic Division Business or any of the Assets and all rights of the Seller if any exist under all sales contracts, service agreements, maintenance agreements, yellow pages advertising and lease agreements; (5) franchises, approvals, permits, licenses, orders, registrations, certificates, variances, exemptions, and similar rights obtained from governments and governmental agencies (the Permits) relating to the Seller Employee Leasing Division Business, the Seller Seismic Division Business or any of the Assets; (6) all patents, trademarks, service marks, copyrights, and applications

and registrations thereof, whether issued or pending; all trade names, labels and other trade rights, whether or not registered; all inventions, discoveries, improvements, processes and formulas; intellectual property, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (7) prepayments, prepaid expenses, and deferred items, claims, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment directly related to the Seller Employee Leasing Division Business, the Seller Seismic Division Business or any of the Assets (excluding any such amounts related to contracts that will be canceled and/or not assumed by Purchaser at Closing); (8) all files, documents, correspondence, lists, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials that relate to the Seller Employee Leasing Division Business, the Seller Seismic Division Business or the Assets, other than Sellers books, records and ledgers; (9) Sellers inventory of supplies that relate to the Seller Employee Leasing Division Business, the Seller Seismic Division Business or the Assets as of the Closing Date; (10) all customer contacts and sales relationships and all written distributor and long term supply contracts to which Seller is a party; and (11) the goodwill associated with any of the foregoing used or useful in the Seller Employee Leasing Division Business, the Seller Seismic Division Business and all records, documents and information in Sellers possession as may be reasonably necessary to enable Purchaser to use the Assets. The Assets shall not include the Excluded Assets.

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