SECOND AMENDMENT TO FORBEARANCE AGREEMENT

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                                                                    EXHIBIT 10.1

                   SECOND AMENDMENT TO FORBEARANCE AGREEMENT

         THIS SECOND AMENDMENT TO FORBEARANCE AGREEMENT (the "Second Amendment")

is made and entered into as of April 26, 2005, 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. ("Payee").

                                    RECITALS:

         A. Maker and Payee have entered into that certain Forbearance

Agreement, dated January 21, 2005 (as amended by that certain First Amendment to

Forbearance Agreement dated as of March 15, 2005 between Maker and Payee, the

"Forbearance Agreement"). Capitalized terms used in this Second Amendment, if

not defined herein, shall have the meanings set forth for such terms in the

Forbearance Agreement.

         B. Pursuant to the Forbearance Agreement, Payee agreed to forbear in

exercising certain of its rights in regard to the Note, as defined therein, for

the period expiring on April 15, 2005 provided certain conditions were

satisfied.

         C. Maker has been unable to complete a refinancing of the loan

evidenced by such Note and has requested that Payee agree to again extend the

Forbearance Period and the Expiration Date, as such terms are defined in the

Forbearance Agreement.

         D. Payee has agreed to extend such Forbearance Period and Expiration

Date again provided certain conditions are satisfied. One of the conditions to

be satisfied is that this Second Amendment is entered into.

         NOW, THEREFORE, for and in consideration of the premises, the mutual

covenants and agreements herein contained, and other good and valuable

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

confessed by each of the parties hereto, Maker and Payee hereby agree as

follows:

         1.       The Forbearance Agreement is amended to extend the Expiration

                  Date from April 15, 2005 until earlier to occur of: (i) May

                  31, 2005 or (ii) the date of the consummation of the

                  refinancing of the loan evidenced by the Note on terms

                  acceptable to Payee.

         2.       In consideration for the agreement of Payee to so extend the

                  Expiration Date, concurrently with the execution hereof, Maker

                  is paying to Payee by wire transfer in accordance with the

                  wire transfer instructions attached as

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SECOND AMENDMENT TO FORBEARANCE AGREEMENT by and among OMNI ENERGY SERVICES

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

INC., and TRUSSCO PROPERTIES, LLC, and BEAL BANK, S.S.B., entered into as of

April 26, 2005.

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                  Exhibit "A" to the Forbearance Agreement, (i) all accrued and

                  unpaid interest on the loan evidenced by the Note up to and

                  including April 26, 2005 equal to $109,053; (ii) $5,000 to

                  reimburse Payee for certain costs and expenses it has incurred

                  in regard to the Note, the loan evidenced thereby and the

                  Forbearance Agreement; and (iii) a forbearance fee equal to