ASSET PURCHASE AGREEMENT

Exhibit 10.1

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 Seller’s 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 Seller’s 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 Seller’s 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 Seller’s books, records and ledgers; (9) Seller’s 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 Seller’s possession as may be reasonably necessary to enable Purchaser to use the Assets. The Assets shall not include the Excluded Assets.

(b) “ Audited Financial Statements” has the meaning set forth in Section 3.6 hereof.

(c) “best knowledge”, “have no knowledge of”, or “do not know of” and similar phrases shall mean (i) in the case of a natural person, the particular fact was known, or not known, as the context requires, to such person after due inquiry by such person, and (ii) in the case of an entity, the particular fact was known, or not known, as the context requires, to any officer of such entity after diligent investigation and inquiry by the officer of such entity.

(d) “Cash Consideration” shall have the meaning set forth in Section 2.2(a).

(e) “Closing” and “Closing Date” shall have the meanings set forth in Section 2.3.

(f) “COBRA” shall mean the limited continued medical benefit coverage required to be provided under Section 4980B of the Code or state continuation coverage laws.

(g) “Code” shall have the meaning set forth in Section 2.2(d).

(h) “Damages” shall have the meaning set forth in Section 11.1.

(i) “Employment Agreement” means an executed Employment Agreement between Purchaser and Shareholder in the form attached as Exhibit 7.12.

(j) “Employee Plans” shall mean the employee benefit plans (as defined by Section 3(3) of ERISA), all specified fringe benefit plans (as defined in Section 6039D of the Code) , and all other bonus, incentive compensation, deferred compensation, profit sharing, stock option, stock appreciation right, stock bonus, stock purchase, employee stock ownership, savings, severance,

-2-

change in control, supplemental, unemployment, layoff, salary continuation, retirement, pension, health, life insurance, disability, accident, group insurance, vacation, holiday, sick leave, fringe benefit or welfare plan, and any other employee compensation or benefit plan, agreement, policy, practice, commitment, contract or understanding (whether qualified or nonqualified, currently effective or terminated, written or unwritten) and any trust, escrow or other agreement related thereto that (i) is maintained or contributed to by Seller or any other corporation or trade or business controlled by, controlling or under common control with Seller (within the meaning of Section 414 of the Code or Section 4001(a)(14) or 4001(b) of ERISA (“ERISA Affiliate”) or has been maintained or contributed to in the last six (6) years by Seller or any ERISA Affiliate, or with respect to which Seller or any ERISA Affiliate has or may have any liability, and (ii) provides benefits, or describes policies or procedures applicable to any current or former director, officer, employee or service provider of Seller or any ERISA Affiliate, or the dependents of any thereof, regardless of how (or whether) liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof.

(k) “ERISA” shall mean the Employee Retirement Income Security Act of 1974.

(l) “Excluded Assets” shall mean any cash or billed or unbilled accounts receivable for work performed by Seller before the Closing Date; cash, cash equivalents and short-term investments of Seller; minute books, stock records and corporate seals of Seller; shares of capital stock held by Seller in treasury; personnel records; rights in connection with Employee Plans; and the other property specifically described in Schedule 1.1(l).

(m) “Financial Statements” shall have the meaning set forth in Section 3.6.

(n) “Legal Requirements” shall have the meaning set forth in Section 3.15.

(o) “ordinary course of business” means the usual and customary way in which Seller has conducted its business in the past.

(p) “Note” shall have the meaning set forth in Section 2.2(a).

(q) “Proprietary Rights” shall have the meaning set forth in Section 3.12(a).

(r) “Purchase Price” shall have the meaning set forth in Section 2.2(a).

(s) “Security Interest” means any lien, charge, claim, privilege, collateral assignment, bond for deed, restriction, option, preemptive right, encumbrance, mortgage, pledge, charge, or other security interest of any kind or nature whatsoever.

(t) “Seller Employee Leasing Division Business” shall mean the business currently conducted by the employee leasing division of Seller as a going concern.

(u) “Seller Seismic Division Business” shall mean the business currently conducted by Seller’s seismic division.

-3-

ARTICLE II

Purchase and Sale

Section 2.1. Purchase and Sale of Assets . Subject to and upon the terms and conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Purchaser, pursuant to the Bill of Sale attached hereto as Exhibit 2.1, free and clear of all Security Interests or claims, and Purchaser shall purchase, accept and acquire from Seller, the Assets.

Section 2.2. Purchase Price .

(a) Total Purchase Price . The total purchase price for the Assets (the “Purchase Price”) shall be the amount of cash as set forth in Section 2.2(b) below (“Cash Consideration”) plus a Subordinated Promissory Note of Purchaser in the form set forth in Exhibit 2.2(c) (the “Note”).

(b) Cash . The Cash Consideration shall be an amount equal to an aggregate of Seven Million Fifty Thousand and NO/100 ($7,050,000.00) Dollars, which shall be allocated as follow:

(i) On the Closing Date, Purchaser shall pay or cause to be paid and delivered to or for the benefit of Prospect Energy Corporation, a Delaware corporation (“Prospect”) (together with such other lenders or creditors as may be identified in payoff letters provided to Purchaser by Seller), Five Million Two Hundred Thousand and NO/100 ($5,200,000.00) Dollars, payable in cash, by wire transfer or other delivery of immediately available funds.

(ii) On the Closing Date, Purchaser shall pay or cause to be paid and delivered to or for the benefit of Seller (together with such lenders or creditors as may be identified in payoff letters provided to Purchaser by Seller), One Million Seven Hundred Seventy Five Thousand and NO/100 ($1,775,000.00) Dollars, payable in cash, by wire transfer or other delivery of immediately available funds.

(iii) On the Closing Date, Purchaser shall pay or cause to be paid and delivered to or for the benefit of Seller, Seventy Five Thousand and No/100 ($75,000.00) Dollars, payable in cash, by wire transfer or other delivery of immediately available funds, into an escrow account (the “Key Employee Escrow Account”) to be used as an inducement to retain certain of Seller’s key employees in the employment of Purchaser for a ninety-day period. A copy of the Key Employee Escrow Agreement is attached hereto as Exhibit 2.2(b). Any funds not paid to key employees (or paid to Purchaser in reimbursement for funds paid by Purchaser to key employees during the escrow period) at the end of the escrow period will be paid to Seller.

(c) Note . On the Closing Date, as part of the Purchase Price, the Purchaser shall issue and deliver to Seller a promissory note made by the Purchaser in the original principal amount of Three Million and NO/100 ($3,000,000.00) Dollars, which shall bear interest at a rate of five (5%) percent per annum and shall be payable in three equal annual installments of One Million and NO/100 ($1,000,000.00) Dollars each beginning on the first anniversary of the Closing Date with

-4-

interest payable monthly in arrears. In the event that Shareholder, who as of the Closing Date shall become Sales Manager – Seismic Services and Employee Leasing for Purchaser, resigns his employment with Purchaser or is terminated for Cause (as defined in the Employment Agreement) prior to the maturity date of the Note, the Note shall be surrendered by Seller to Purchaser and cancelled by Purchaser, in which event Seller shall forfeit any and all rights to the remaining unpaid balance of the Note. The Note may be prepaid without penalty at any time at face value during the term of the Note. The Note shall at all times be subordinate to the Purchaser’s senior lenders, including any replacement, substitute or refinance lenders and any additional lenders for whom the senior lenders may be acting as agent. Purchaser’s senior lenders are Webster Business Credit Corporation, a New York corporation, and ORIX Finance Corp., a Delaware corporation. The Note shall at all times be subject to offset for any amounts for which Seller or Shareholder are liable to indemnify Purchaser in Damages pursuant to the terms of this Agreement.

(d) Allocation of Purchase Price . The Purchase Price shall be allocated among the Assets by Purchaser within 180 days following the Closing or as soon thereafter as is reasonably practicable, subject to the consent of Seller, which consent shall not be unreasonably withheld, such allocation to be made as provided in Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”). Purchaser and Seller shall each file Form 8594 (Asset Acquisition Statement Under Section 1060) on a timely basis reporting the allocation of the Purchase Price consistent with such allocation. Such allocation shall also reflect the aggregate fair market values for each relevant class of assets as defined in regulations promulgated pursuant to Section 1060 of the Code. Purchaser and Seller shall not take any position on their respective income tax returns that is inconsistent with the foregoing allocation of the Purchase Price. Purchaser and Seller shall each indemnify, defend and hold harmless the other party from and against any and all claims, losses, liabilities, damages, costs and expenses that may be incurred as a result of the failure to file Form 8594, the failure to file such Form 8594 on a timely basis or the failure to file its income tax return on a basis as required by this Section 2.2(d).

Section 2.3. Closing. The closing of the transactions contemplated by this Agreement (“Closing”) shall occur on or before February 16, 2007 (the “Closing Date”).

a. The execution and delivery of all documents necessary to enter into the transactions contemplated by this Agreement shall take place at the offices of Gordon, Arata, McCollam, Duplantis & Eagan, LLP, 400 East Kaliste Saloom Road, Suite 4200, Lafayette, Louisiana 70508, or such other place as the parties may mutually agree on the Closing Date.

b. At the Closing: (i) the Purchaser will deliver the various certificates, instruments, and documents referred to in Sections 9.2 and 9.3 below; (ii) the Purchaser shall deliver the Purchase Price as described in Sections 2.2(b) and 2.2(c); (iii) the Seller will deliver the various agreements, certificates, instruments and documents referred to in Section 9.1 below and the Assets; and (iv) Shareholder will deliver the Employment Agreement and the other agreements, certificates, instruments and documents referred to in Section 9.1 below to be delivered by him.

Section 2.4. Liabilities .

-5-

a. Assumed Liabilities . From and after the Closing Date, Purchaser will assume and agree to pay, defend, discharge and perform as and when due only the obligations of Seller that arise on or after the Closing Date under the Contracts (collectively the “Assumed Liabilities”).

b. Excluded Liabilities . Except for the Assumed Liabilities, Purchaser shall not assume any other liabilities or obligations of Seller, whether known or unknown.

ARTICLE III

Representations and Warranties of Seller and Shareholder

Seller and Shareholder represent and warrant, jointly, severally and in solido, that the following are true and correct as of the date hereof and will be true and correct through the Closing Date as if made on that date except as set forth in the schedules delivered by the Seller and Shareholder to the Purchaser on the date hereof, as supplemented or amended (such schedules, as so supplemented or amended, the “Disclosure Schedule”). The Disclosure Schedule is arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Article III. References in Article III to a numbered schedule mean the section of the Disclosure Schedule that corresponds with that number; for example, references to “ Schedule 3.1 ” means Section 3.1 of the Disclosure Schedule. Notwithstanding anything herein to the contrary, each matter disclosed in the Disclosure Schedule shall be deemed responsive to all other Sections of the Agreement to which disclosure is required by Shareholder or the Seller; provided, however, that the responsiveness of such a disclosure matter to another Section of the Agreement or disclosure schedule is obvious.

Section 3.1. Organization and Good Standing; Qualification . Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, with all requisite corporate power and authority to carry on the business in which it is engaged, to own the properties it owns, to execute and deliver this Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby. Seller is duly qualified and licensed to do business and is in good standing in all jurisdictions where the nature of its business makes such qualification necessary, which jurisdictions are listed in Schedule 3.1, except where the failure to be qualified or licensed would not have a material adverse effect on the business of Seller. Seller does not have any assets, employees or offices in any state other than the states listed in Schedule 3.1. Seller does not own, directly or indirectly, any of the capital stock of any other corporation or any equity, profit sharing, participation or other interest in any corporation, partnership, joint venture or other entity.

Section 3.2. Authorization and Validity . The execution, delivery and performance by Seller of this Agreement and the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action, including shareholder approval, and no other corporate act or proceeding on the part of Seller, its Board of Directors or its shareholders is necessary to authorize the execution, delivery or performance by Seller of this Agreement or any other agreement contemplated hereby.

-6-

The execution, delivery and performance by Shareholder of this Agreement and the other agreements contemplated hereby and the consummations of the transactions contemplated hereby and thereby have been duly authorized by Shareholder. This Agreement and each other agreement contemplated hereby have been or will be as of the Closing Date duly executed and delivered by Seller and Shareholder and constitute or will constitute legal, valid and binding obligations of Seller and Shareholder, enforceable against Seller and Shareholder in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or the availability of equitable remedies.

Section 3.3. No Violation . Neither the execution, delivery or performance of this Agreement or the other agreements contemplated hereby nor the consummation of the transactions contemplated hereby or thereby will (i) conflict with, or result in a violation or breach of the terms, conditions or provisions of, or constitute a default under, or result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel, or require any notice under, the Articles of Incorporation or Bylaws of Seller or any agreement, indenture or other instrument under which Seller or Shareholder is bound or to which any of the Assets are subject, or result in the creation or imposition of any Security Interest upon any of the Assets or (ii) violate or conflict with any constitution, judgment, decree, order, injunction, charge, statute, rule or regulation of any court or any public, governmental or regulatory agency or body having jurisdiction over Seller, Shareholder or the Assets. Seller has complied with all Legal Requirements, regulations and licensing requirements and has filed with the proper authorities all necessary statements and reports.

Section 3.4. Consents . Except as set forth in Schedule 3.4, no consent, authorization, approval, permit or license of, or filing with, any governmental or public body or authority, any lender or lessor or any other person or entity is necessary or required to authorize, or is necessary or required in connection with, the execution, delivery, performance and consummation of this Agreement or the agreements contemplated hereby on the part of Seller or Shareholder.

Section 3.5. Title to and Sufficiency of Assets . Seller has good, valid and marketable title to the Assets, free and clear of all Security Interests, or restriction on transfer, except as set forth on Schedule 3.5, and upon consummation of the transactions contemplated hereby, Purchaser shall receive good, valid and marketable title to the Assets free and clear of all Security Interests or restrictions on transfer. The Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, required to operate the Seller Employee Leasing Division Business and the Seller Seismic Division Business in the manner presently operated by the Seller. Seller has certificates of title to all Assets set forth on Schedule 1.1(a)(1) and 1.1(a)(2) for which a title is required, and Seller shall deliver properly endorsed certificates of title thereto to Purchaser at Closing.

Section 3.6. Financial Statements . Seller has furnished to Purchaser Seller’s audited balance sheet and related audited statements of income, retained earnings and cash flows for the five-month period ended May 31, 2006 (“Audited Financial Statements”), including the notes thereto, as well as unaudited balance sheets and related unaudited statements of income, retained earnings and cash flows for the eleven-month period ended November 30, 2006 (collectively, the “Financial Statements”). The Financial Statements are true, correct and complete, are in accordance with the books and records of Seller, fairly present the financial condition and results of operations of Seller as of the dates and for the periods indicated and have been prepared in conformity with

-7-

generally accepted accounting principles applied on a consistent basis with prior periods and do not include or omit to state any fact which renders such Financial Statements misleading.

Section 3.7. Liabilities and Obligations . Except as set forth in Schedule 3.7, the Financial Statements reflect all liabilities of Seller, accrued, contingent or otherwise (known or unknown and asserted or unasserted), arising out of transactions effected or events occurring on or prior to the date hereof. All reserves shown in the Financial Statements are appropriate, reasonable and sufficient to provide for losses thereby contemplated. Except as set forth in the Financial Statements, Seller is not liable upon or with respect to, or obligated in any other way to provide funds in respect of or to guarantee or assume in any manner, any debt, obligation or dividend of any person, corporation, association, partnership, joint venture, trust or other entity, and Seller knows of no basis for the assertion of any other claims or liabilities of any nature or in any amount. There are no outstanding powers of attorney executed on behalf of Seller.

Section 3.8. Absence of Certain Changes . Except as set forth in Schedule 3.8, since December 31, 2005, Seller has conducted its business only in the ordinary course of business and Seller has not suffered any material adverse change, whether or not caused by any deliberate act or omission of Seller, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects.

3.9 Contracts .

(a) Except as set forth on Schedule 3.9(a), all of the Contracts (i) are in full force and effect, (ii) are valid and enforceable obligations of the parties thereto in accordance with their respective terms, and (iii) no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of Seller and Shareholder, may be made by any party thereto, nor has Seller waived any rights thereunder. Except as set forth on Schedule 3.9(a), Seller has not received notice of any default with respect to any Contract, and there are no existing breaches, defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by Seller, or by any other party to any of the Contracts, and no penalties have been incurred nor are amendments pending, with respect to the Contracts.

(b) No Cancellation or Termination of Contracts . Seller has not received notice of any plan or intention of any other party to any Contract to exercise any right to cancel or terminate any Contract, and Seller knows of no fact that would justify the exercise of such a right. Seller does not currently contemplate, or have reason to believe any other person or entity currently contemplates, any amendment or change to any Contract. Except as listed in Schedule 3.9(b), none of the customers or suppliers of Seller has refused, or communicated that it will or may refuse, to purchase or supply goods or services, as the case may be, or has communicated that it will or may substantially reduce the amounts of goods or services that it is willing to purchase from, or sell to, Seller.

(c) Except as set forth in Schedule 3.9(c), each Contract is assignable by Seller to Purchaser without the consent of any other person and, as to the Contracts that require consent to assign, Seller will obtain such consent prior to Closing.

-8-

Section 3.10. Adverse Agreements . Seller is not a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation that materially and adversely affects, or so far as Seller can now foresee, may in the future materially and adversely affect, the condition (financial or otherwise), operations, assets, liabilities, business or prospects of Seller.

Section 3.11. Insurance . Seller carries property, liability, workers’ compensation and such other types of insurance as is customary in Seller’s industry. A list and brief description of all insurance policies of Seller are set forth in Schedule 3.11. To the best of Shareholder’s and Seller’s knowledge, all of such policies are valid and enforceable policies, issued by insurers of recognized responsibility in amounts and against such risks and losses as is customary in Seller’s industry. Such insurance shall be outstanding and duly in force without interruption up to and including the Closing Date. True, complete and correct copies of all such policies have been provided to Purchaser on or prior to the date hereof.

Section 3.12. Patents, Trade-marks, Service Marks and Copyrights .

(a) Ownership . Seller owns all patents, trade-marks, service marks and copyrights, if any, necessary to conduct its business, or possesses adequate licenses or other rights, if any, therefor, without, to the best knowledge of Seller and Shareholder, conflict with the rights of others. Set forth in Schedule 3.12 is a true and correct description of the following (“Proprietary Rights”):

(i) all trade-marks, trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, and all patents, copyrights and applications currently owned, in whole or in part, by Seller with respect to the Assets and Seller’s business, and all licenses, royalties, assignments and other similar agreements relating to the foregoing to which Seller is a party (including expiration date if applicable); and

(ii) all agreements relating to technology, know-how or processes that Seller is licensed or authorized to use by others, or which it licenses or authorizes others to use.

(b) Conflicting Rights of Third Parties . To the best knowledge of Seller and Shareholder, Seller has the sole and exclusive right to use the Proprietary Rights without infringing or violating the rights of any third parties. No consent of third parties will be required for the transfer thereof to Purchaser or the use thereof by Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and Seller knows of no valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been cancelled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.

(c) Claims of Other Persons . Seller has no knowledge of any claim that, or inquiry as to whether, any product, activity or operation of Seller infringes upon or involves, or has resulted in the

-9-

infringement of, any proprietary right of any other person, corporation or other entity; and no proceedings have been instituted, are pending or are threatened that challenge the rights of Seller with respect thereto. Seller has not given and is not bound by any agreement of indemnification for any Proprietary Right as to any property manufactured, used or sold by Seller.

Section 3.13. Trade Secrets and Customer Lists . To the best knowledge of the Seller and Shareholder, Seller has the right to use, free and clear of any claims or rights of others except claims or rights specifically set forth in Schedule 3.13, all trade secrets, customer lists and proprietary information required for the marketing of all merchandise and services formerly or presently sold or marketed by Seller. Seller is not using or in any way making use of any confidential information or trade secrets of any third party, including without limitation any past or present employee of Seller.

Section 3.14. Taxes .

(a) Filing of Tax Returns . Seller has duly and timely filed with the appropriate governmental agencies all income, excise, corporate, franchise, property, sales, use, payroll, withholding and other tax returns (including information returns) and reports required to be filed by the United States or any state or any political subdivision thereof or any foreign jurisdiction. All such tax returns or reports are complete and accurate and properly reflect the taxes of Seller for the periods covered thereby.

(b) Payment of Taxes . Seller has paid or accrued all taxes, penalties and interest that have become due with respect to any returns that it has filed and any assessments of which it is aware. Seller is not delinquent in the payment of any tax, assessment or governmental charge.

(c) No Pending Deficiencies, Delinquencies, Assessments or Audits . No tax deficiency or delinquency has been asserted against Seller. There is no unpaid assessment, proposal for additional taxes, deficiency or delinquency in the payment of any of the taxes of Seller that could be asserted by any taxing authority. There is no taxing authority audit of Seller pending or, to the best of Shareholder’s and Seller’s knowledge, threatened, and the results of any completed audits are properly reflected in the Financial Statements. Seller has not violated any federal, state, local or foreign tax law.

(d) No Extension of Limitation Period . Seller has not granted an extension to any taxing authority of the limitation period during which any tax liability may be assessed or collected.

(e) All Withholding Requirements Satisfied . All monies required to be withheld by Seller and paid to governmental agencies for all income, social security, unemployment insurance, sales, excise, use, and other taxes have been (i) collected or withheld and either paid to the respective governmental agencies or set aside in accounts for such purpose or (ii) properly reflected in the Financial Statements.

(f) Sales and Use Taxes .

-10-

(i) The sale of the Assets by Seller to Purchaser will qualify as “an isolated or occasional sale of tangible personal property by a person not engaged in such business” under Louisiana R.S. 47:301(10)(c)(ii)(bb) and Louisiana R.S. 47:337.1 through R.S. 47:337.100.

(ii) Seller has not been regularly, frequently or continually engaged in the business of selling the Assets in retail sales from June 17, 2006 through the Closing Date.

(iii) Seller is selling the entire operating assets of its Seismic Division Business and the entire operating assets of its Employee Leasing Division Business to Purchaser in a single transaction.

(iv) Seller does not hold a direct payment permit issued by the Texas Comptroller of Public Accounts.

(v) Seller does not hold a permit that is issued pursuant to Chapter 151 of the Limited Sales, Excise and Use Tax Act of the Texas Administrative Code.

(g) State Unemployment Taxes . In respect of its most recently completed reporting period, Seller has paid all applicable state unemployment taxes during such period. Seller does not know or have reason to know of any increase or proposed increase, or facts that would lead to an increase, in the rate of such state unemployment tax for any period in the future.

(h) Tax Liability in Financial Statements . The liabilities (including deferred taxes) shown in the Financial Statements as of the date of the most recent balance sheet included in the Financial Statements and to be accrued on the books and records of the Seller through the Closing Date for taxes, interest and penalties are and will be adequate accruals and have been and will be accrued in a manner consistent with the practices utilized for accruing tax liabilities in the tax year ended December 31, 2006, and take into account net operating losses, investment credits and other carryovers for periods ended prior to the Closing Date.

(i) Foreign Person . Seller is not a foreign person, as such term is referred to in Section 1445(b)(2) of the Code.

(j) Safe Harbor Lease . None of the Assets constitute property that Purchaser, or any affiliate of Purchaser, will be required to treat as being owned by another person pursuant to the “Safe Harbor Lease” provisions of Section 168(f)(8) of the Code prior to repeal by the Tax Equity and Fiscal Responsibility Act of 1982.

(k) Tax Exempt Entity . None of the Assets are or will be subject to a lease to a “tax exempt entity” as such term is defined in Section 168(h)(2) of the Code.

(l) Collapsible Corporation . The Seller has not at any time consented to have the provisions of Section 341(f)(2) of the Code apply to it.

-11-

Section 3.15. Compliance with Legal Requirements . To the best of Shareholder’s and Seller’s knowledge, except as otherwise set forth in Schedule 3.15 Seller is, and at all time since January 1, 2004, has been in compliance with all applicable federal, state, local, municipal, and foreign laws, rules, regulations, ordinances, codes, statutes, treaties and licensing requirements (including but not limited to requirements of governmental agencies, instrumentalities, divisions and departments, and including but not limited to zoning ordinances, occupational health and safety laws and regulations and environmental laws, statues and ordinances) (“Legal Requirements”) that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets and has filed with the proper authorities all necessary statements and reports. There are no existing violations by Seller of any Legal Requirement that could affect the property or business of Seller. Seller possesses all necessary licenses, franchises, permits and governmental authorizations to conduct its business as now conducted, all of which are listed in Schedule 3.15.

Section 3.16. Finder’s Fee . Except as set forth in Schedule 3.16, Seller has not incurred any obligation for any finder’s, broker’s or agent’s fee in connection with the transactions contemplated hereby.

Section 3.17. Litigation . Except as described in Schedule 3.17, there are no legal actions or administrative proceedings or investigations instituted, or to the best knowledge of Seller and Shareholder threatened, against or affecting, or that could affect, Seller, any of the Assets, or the business of Seller. Seller is not (i) subject to any continuing court or administrative order, writ, injunction or decree applicable specifically to Seller or to its business, assets, operations or employees or (ii) in default with respect to any such order, writ, injunction or decree. Neither Seller nor Shareholder knows of any basis for any such action, proceeding or investigation.

Section 3.18. Accuracy of Information Furnished . All information furnished to Purchaser by Seller or Shareholder hereby or in connection with the transactions contemplated hereby is true, correct and complete in all material respects. Such information states all facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements are made, true, correct and complete in all material respects.

Section 3.19. Condition of Assets . Each item of tangible personal property included in the Assets is in good condition and repair and is suitable for its intended use in the ordinary course of business and is free from latent and patent defects. No item of tangible personal property included in the Assets is in need of repair or replacement other than as part of routine maintenance in the ordinary course of business. Each item of tangible personal property included in the Assets conforms in all material respects with all applicable ordinances, regulations and other Legal Requirements.

Section 3.20. Books of Account . The books of account of Seller have been kept accurately in the ordinary course of business, the transactions entered therein represent bona fide transactions and the revenues, expenses, assets and liabilities of Seller have been properly recorded in such books. Seller has no liability except for liabilities reflected or reserved against on its Financial Statements and current liabilities incurred in the ordinary course of business of Seller since the date of the most recent unaudited balance sheet.

-12-

Section 3.21. Backlog . Schedule 3.21 sets forth the backlog relating to the Seller Seismic Division Business and any other backlog relating to the Assets.

Section 3.22. Customers . Set forth in Schedule 3.22 is a complete and accurate list of the 50 largest customers of Seller in terms of sales for each of the last three fiscal years and the current fiscal year to date, showing, with respect to each, the name, address and pricing and sales records relating to such customer.

Section 3.23. Suppliers . Set forth in Schedule 3.23 is a complete and accurate list of the 50 largest suppliers of Seller in terms of dollar volume of transactions of Seller for each of the last three fiscal years and the current fiscal year to date, showing, with respect to each, the name, address and aggregate dollar volume of purchases from such supplier.

Section 3.24. Pricing . Set forth in Schedule 3.24 is a complete and accurate list of Seller’s standard prices and any applicable discounts by customer name.

Section 3.25. Product Warranties . There is no claim against or liability of Seller on account of product warranties or with respect to the manufacture, sale or rental of defective products and there is no basis for any such claim on account of defective products heretofore manufactured, sold or rented that is not fully covered by insurance.

Section 3.26. Ownership Interests of Interested Persons . Except as set forth in Schedule 3.26, no officer, supervis