FORBEARANCE AGREEMENT

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FORBEARANCE AGREEMENT

THIS FORBEARANCE AGREEMENT ("Forbearance Agreement"), effective as

of January 21, 2005 (the "Forbearance Date"), is made by and among OMNI ENERGY

SERVICES CORP., AMERICAN HELICOPTERS INC., OMNI ENERGY SERVICES CORP.-MEXICO,

TRUSSCO, INC., AND TRUSSCO PROPERTIES, LLC (collectively, "Maker" and each,

individually, a "Maker"), and BEAL BANK, S.S.B., a savings bank organized under

the laws of the State of Texas ("Payee"), and is based on the following recitals

of fact.

R E C I T A L S:

A. The Maker is indebted to the Payee under a Promissory Note dated as of

October 22, 2004 (the "Note"; capitalized terms used in this Forbearance

Agreement but not defined herein shall have the same sense and meaning as in the

Note), among the Maker and the Payee. As of the Forbearance Date, the

outstanding principal balance of the Note is Six Million, Five Hundred Thousand

Dollars ($6,500,000.00) (the "Balance"). Unpaid interest continues to accrue

according to the terms of the Note, currently at the Default Rate. Additionally,

the Maker is obligated for other fees, costs, and expenses in accordance with

and as may be provided for in the Loan Documents.

B. As of the date of this Forbearance Agreement, an Event of Default

exists under paragraph 7(a) of the Note as a result of the Maker's failure to

repay the Obligations owing to the Payee under the Note on the Final Maturity

Date (the "Existing Default").

C. The Maker has requested that the Payee temporarily forbear from

exercising its available rights and remedies arising as a result of the Existing

Default and the Payee is willing to forebear from exercising such rights and

remedies conditioned upon and subject to the terms and conditions set forth in

this Forbearance Agreement.

A G R E E M E N T:

For and in consideration of the mutual covenants herein, and other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Maker and the Payee agrees as follows:

1. Recitals. The foregoing recitals are confirmed by the parties as true,

accurate, and correct and are incorporated herein by reference. The recitals are

a substantive, contractual part of this Forbearance Agreement.

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2. Extension of Maturity, Forbearance and Limitations Thereof.

(a) Subject to the terms and provisions of this Forbearance

Agreement (including without limitation, paragraph 6 and paragraph 7

hereof), the Payee hereby agrees to forbear from exercising any of its

rights and remedies arising under the Loan Documents or otherwise as a

result of the Existing Default (the "Forbearance") for the period, and

only for the period, commencing on the Forbearance Date through and

including February 28, 2005 (the "Expiration Date") or such earlier date

on which Payee's agreement to forbear pursuant hereto terminates (such

period being referred to hereinafter as the "Forbearance Period").

(b) Paragraph 2(a) of this Forbearance Agreement shall be limited

strictly as written and this Forbearance Agreement does not constitute a

forbearance with respect to any Event of Default other than the Existing

Default and does not constitute a waiver of the Existing Default or any

other Event of Default. In the event that prior to the end of the

Forbearance Period any further Event of Default occurs under the Note

(i.e., other than the Existing Default) or if the Maker shall breach any

provision of this Forbearance Agreement or any Loan Document, then the

Payee shall have the right and option, in its sole discretion and without

notice to the Maker, to terminate its agreement to forbear pursuant to

this Forbearance Agreement and to exercise any and all of its rights and

remedies under the Loan Documents or otherwise arising as a result of such

Event of Default or the Existing Default.

(c) Notwithstanding anything contained herein to the contrary, and

as an additional material inducement to the Payee to enter into this

Forbearance Agreement, the Maker hereby agrees that, except as expressly

set forth herein with respect to the Forbearance during the Forbearance

Period, this Forbearance Agreement shall have no effect on, and shall not

act as a waiver of, any Event of Default (including, without limitation,

the Existing Default), or any rights or remedies resulting therefrom,

whether now existing or hereafter arising, under the terms and provisions

of the Loan Documents or otherwise whether known or unknown by the Payee.

The Payee expressly reserves the right to, and may, at its option, declare

any other Event of Default, except as expressly set forth herein.

3. Liens. By this Forbearance Agreement, all liens, security interests,

assignments, superior titles, rights, remedies, powers, equities, and priorities

securing the Obligations (collectively, the "Outstanding Liens") are hereby

ratified and confirmed as valid, subsisting, and continuing to secure the

Obligations as amended to date, and this Forbearance Agreement shall not affect

the priority of any Outstanding Lien. Nothing in this Forbearance Agreement

shall in any manner diminish, impair, or extinguish any of the Outstanding Liens

or the Loan Documents or be construed as a novation in any respect. In addition,

the Maker acknowledges and agrees that this Forbearance Agreement constitutes a

Loan Document and that the obligations of the Maker hereunder (including,

without limitation, the obligation of Maker to repurchase the Stock, as

hereinafter defined, as provided in paragraph 7 (d) below) constitute

Obligations secured by the Outstanding Liens.

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4. Amounts Due. The Payee and the Maker acknowledge that, prior to giving

effect to any payment or payments specified in this Forbearance Agreement, the

aggregate outstanding unpaid principal balance of the Note is equal to the

Balance, and accrued and unpaid interest on the Note is equal to $198,972.04as

of the Forbearance Date.

5. Waivers of Makers. Each Maker waives any and all rights to other notice

of payment default or any other default, protest and notice of protest,

dishonor, diligence in collecting and the bringing of suit or arbitration

proceedings against any party, notice of intention to accelerate, notice of

acceleration, demand for payment, and any other notices whatsoever regarding the

Obligations or any of the Loan Documents, and further waives any claims that any

notices previously given are or were insufficient for any reason.

6. Conditions Precedent. The following are conditions precedent to the

effectiveness of this Forbearance Agreement:

(a) Delivery. Before this Forbearance Agreement becomes effective

and any party becomes obligated under it, the Payee shall have received

fully executed originals of this Forbearance Agreement.

(b) Reimbursement of the Payee's Costs and Expenses; Receipt of

Payments. The Payee shall have received reimbursement, in immediately

available funds, of all unpaid fees, expenses and costs due from the Maker

to the Payee, and all costs and expenses incurred by the Payee in

connection with this Forbearance Agreement, including but not limited to

charges for preparing, recording, and/or filing amendments to financing

statements, appraisal, and legal fees and expenses of the Payee's counsel

("Reimbursable Costs") to the extent incurred by the Payee and submitted

to the Maker for reimbursement. The amount of Reimbursable Costs to be

paid by Maker in order for this Forbearance Agreement to become effective

is $22,000.00. All other Reimbursable Costs incurred by Payee shall be

paid by Maker as provided below and in the Loan Documents.

(c) Payment of Interest and Principal. The Payee shall receive

payment of an amount equal to all accrued and unpaid interest on the Note

as of the Forbearance Date (being $198,972.04) plus Two Hundred Fifty

Thousand Dollars ($250,000.00) of principal of the Note.

(d) Additional Information. The Payee shall have received such

additional agreements, certificates, documents, instruments, and

information as the Payee or its legal counsel may request to effect the

Forbearance contemplated hereby.

(e) All payments to be made by Maker to Payee as provided in the

Note, this Forbearance Agreement or any other Loan Document will be paid

to Payee in accordance with Payee's wire transfer instructions attached

hereto as Exhibit "A".

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7. Continuing Conditions. Payee's agreement to forbear pursuant to this

Forbearance Agreement is conditioned upon the Maker's compliance with each of

the following conditions. The Maker acknowledges and agrees that the Maker's

failure to fully comply with any of the following conditions shall constitute a

breach of the terms of this Forbearance Agreement which shall result in the

termination of the Payee's agreement to forbear.

(a) Obligation to Remain Current. The Maker shall remain current in

the payment of all interest and other fees and expenses as provided by the

Note, any other Loan Document and this Forbearance Agreement.

(b) Applicable Interest Rates. Interest on the outstanding principal

of the Obligations shall be calculated at a per annum rate equal to the

lesser of (x) the Highest Lawful Rate or (y) the Default Rate.

(c) Payments. In addition to the payments required by paragraphs 6

(b) and (c) above, on January 28, 2005, Maker shall pay to Payee an

additional Two Hundred Fifty Thousand Dollars ($250,000.00), with such

payment being applied first to accrued and unpaid interest on the Note and

additional Reimbursable Costs, and with the balance of such payment being

applied to the unpaid principal balance of the Note. The remaining

principal due on the Note and all other amounts due to Payee pursuant to

the Loan Documents are due and payable on the last day of the Forbearance

Period.

(d) Payment in Stock; Obligation to Purchase. Subject to

satisfaction of the conditions set forth below, the Maker's obligation to

pay all of the amounts required to be paid as provided in paragraphs 6 (b)

and (c) and the Two Hundred Fifty Thousand Dollars ($250,000.00) payment

required to be made on January 28, 2005 as provided above (but not the

principal balance of the Note, and interest thereon, due and payable on

the last day of the Forbearance Period) may be satisfied by the delivery

to the Payee, on the date the payment in question is due, of fully

registered, publicly traded, unrestricted common stock ("Stock") of OMNI

Energy Services Corp., or, if Maker is unable to deliver such Stock as

fully registered, unrestricted shares, by delivery to the Payee of

privately issued restricted shares of Stock, in each case, registered in

the name of Payee or its nominee, valued at the lesser of (i) the closing

price of the Stock on the NASDAQ Stock Market on the last day the Stock

was trading on such market prior to the due date of such payment or (ii)

the opening price of the Stock on such market on the date such payment is

due, in each case rounded up to the next highest whole number of shares of

Stock. If the shares of Stock are privately issued, restricted shares,

Maker shall cause OMNI Energy Services Corp. to prepare and file a

registration statement on Form S-3, or other appropriate form, to register

the resale of such Stock, and to use its best efforts to cause such

registration statement to be declared effective on or before the last day

of the Forbearance Period. The issuer shall cause the registration

statement to continue in effect until such time that the Payee (and/or its

nominee and/or successor or assign) has disposed of all the St