EXCLUSIVE EQUIPMENT LEASE AGREEMENT

Exhibit 10.2

EXCLUSIVE EQUIPMENT LEASE AGREEMENT

     Exclusive Equipment Lease Agreement (the “Agreement”) is entered into as of the 4th day of September, 2009 (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:

0. DEFINITIONS AND INTERPRETATION

In this Agreement, the following terms have the meanings set forth below, which shall be equally applicable to both the singular and the plural form:

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 1a and Schedule 1b (collectively the “Products”). Mitcham and certain of its Affiliates 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, 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. In reliance upon that representation, SERCEL hereby appoints Mitcham as the exclusive authorized lessor of the Products listed on Schedule 1a (the “Exclusive Products”) throughout the world (the “Territory”) and as the non-exclusive authorized lessor of the Products listed on Schedule 1b throughout the Territory; except that Mitcham shall not offer financing leases or leases equal to or greater than one year except with SERCEL’s prior written consent. SERCEL has the right to undertake equipment leases with a term greater than or equal to one year without any prior notice given to Mitcham. During the term of this Agreement, Mitcham will actively promote and solicit the leasing of the Products.

     (b) During the term of this Agreement, SERCEL shall not recommend or suggest any competitor of Mitcham (including without limitation the competitors listed in Schedule 2a ) or any other third party known by SERCEL or its Affiliates as a source from which any of the Exclusive Products may be leased in the Territory.

     (c) During the term of this Agreement, SERCEL and/or any Affiliate shall remain free to perform, directly or indirectly, with any third party any operating or financial lease with a term greater than or equal to one year or, subject to the provisions of paragraph 2(f) herein, with respect to Land, Marine, OBC, VSP Tools Product throughout the Territory. The Parties acknowledge that the purpose of this 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.

     (d) Mitcham’s exclusive rights to lease the DSU3 428XL system shall apply throughout the Territory except that:

     (i) Mitcham will not rent DSU3 428XL system for use in mainland China to any seismic contractor that is owned or controlled by Chinese nationals without SERCEL’s prior written consent; and

     (ii) Mitcham will have non-exclusive rights of rental of the 428XL DSU3 system in the countries of the Commonwealth of Independent States, including Azerbaijan, Kazakhstan, Turkmenistan, and Uzbekistan.

     (e) Mitcham’s exclusive rights to lease VSP Tools shall apply throughout North and South America except that:

     (i) Mitcham will not rent VSP Tools for use in mainland China to any seismic contractor that is owned or controlled by Chinese nationals without SERCEL’s prior written consent; and

     (ii) Mitcham will have non-exclusive rights of rental of VSP Tools for Europe, Asia, Africa and the Australia Continents.

     (f) During the term of the Agreement, in the event that a third party makes inquiry of SERCEL as to the possibility of leasing any of the Products anywhere in the Territory, then and upon each inquiry, SERCEL shall contact Mitcham (by phone, email or letter) and explain in reasonable detail the identity of the third party and the terms, if any, that have been discussed with regard to such lease, and Mitcham shall promptly contact such third party and negotiate the terms of the proposed lease. Mitcham shall have discretion to accept or reject any third party referred by SERCEL for leasing as a result of (i) possessing an insufficient amount of the Products for lease to such third party (provided, however, the continued failure of Mitcham to maintain a sufficient amount of products to satisfy demand could be evidence that Mitcham is not actively promoting the leasing of Products, as required hereunder unless caused by the

failure of SERCEL to deliver Products to Mitcham), (ii) reasonably apparent credit risk or any other reasonable business-related factor, or (iii) inability to reach agreement on the terms of such lease. Notwithstanding the previous sentence, Mitcham shall use commercially reasonable best efforts to service every third party referred by SERCEL for leasing. Mitcham shall be deemed to have rejected such a third party as a result of inability to agree on the terms within fifteen (15) business days of such third party’s first contact by Mitcham with regard to such proposed lease. SERCEL may then respond to this one time business opportunity in any means it sees fit. If SERCEL leases to such third party, then SERCEL shall have the right to continue to lease to such third party after the term of the initial lease between them shall terminate; provided, however, that if (x) the lease between such a third party and SERCEL shall terminate, (y) the leased Product is returned to SERCEL, and/or (z) such third party shall later make an inquiry concerning leasing of the Products, SERCEL shall again follow the procedure set forth in this Sub-Section (f); and provided further that when such lease ends, SERCEL will offer to sell any Products leased thereunder to Mitcham, on mutually agreed terms. The purchase of these products will not count toward the minimum purchase commitment made by Mitcham to SERCEL in this agreement.

     (g) In no event shall either SERCEL or Mitcham have any right to require that the other party charge any specific price or follow any pricing guidelines or establish or require any other specific or general term with regard to the leasing of any of the Products, or the provision of any other good or service by either of them. Notwithstanding the foregoing, Mitcham shall use its commercially reasonable best efforts to have a reasonable quantity of the Products available for lease at prices which Mitcham believes reflects the supply of and demand for the Products.

3. Purchase of Products from SERCEL .

     (a) 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, all of 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.

     (b) The price of the Products shall be determined in accordance with the discount(s) set forth on Schedule 3(b) , and Mitcham shall receive the discounts set forth on Schedule 3(b) with regard to the Products ordered by Mitcham in each order, subject to adjustment agreed to by the parties pursuant to paragraph 3(c) herein..

     (c) The Parties acknowledge that SERCEL’s prices for the products are based on discounts offered by SERCEL based on volume. SERCEL agrees to offer Mitcham discounts on the Products that are at least as favorable to Mitcham as SERCEL offers to its other customers for comparable volumes and consideration to payment terms.

     (d) Delivery is Ex-Works Sercel Plant(s). Packing charges will be quoted to Mitcham and the purchase order received from Mitcham will reflect the full value of the quotation including packing charges. Mitcham may instruct Sercel at their discretion to include freight and insurance in the proposal. This will be quoted at Sercel’s cost plus a handling fee of ten percent (10%).

     (e) Sercel reserves the right to increases prices of product and repair services up to five (5%) percent per year. This only includes products and repair services that involve Sercel manufactured products. Out sourced services and products will be increased at a proportionate level to increases imposed on Sercel.

4. Minimum Purchase Requirements for 428XL DSU3 .

     (a) Subject to the terms hereof, Mitcham will issue a Purchase Order for 27,000 DSU3 428XL system channels within two weeks of signing this agreement. This PO will be called a Master PO. Subsequently, Mitcham will issue PO’s which reference the Master PO to draw against the 27,000 channels. These PO’s will be called Supply PO’s. Orders that Mitcham places with SERCEL affiliates apply toward the minimum purchase requirements for 428XL DSU3. In the event that Mitcham does not purchase Products from SERCEL via Supply PO’s under the Agreement in an amount that satisfies the Minimum Purchase Requirements (set forth below), at SERCEL’s option but subject to Section 4(c) below, SERCEL may terminate this Agreement on 30 days written notice; and upon such termination Mitcham shall not be obligated to purchase any Products other than the Products that it has ordered prior to the effective date of such termination.

     (b) For purposes hereof, the term “Minimum Purchase Requirement” shall mean Products purchased and delivered to Mitcham via Supply PO’s from SERCEL as follows:

From July 1, 2009 to December 31, 2009: 3,000 428XL DSU3; 9,000 Channels

From January 1, 2010 to December 31, 2010: 3,000 428XL DSU3; 9,000 Channels

From January 1, 2011 to December 31, 2011: 3,000 428XL DSU3; 9,000 Channels

     (c) Notwithstanding anything herein to the contrary, in the event that a Minimum Purchase Requirement is not satisfied by Mitcham in any period ending before December 31, 2011, this Agreement may not be terminated by SERCEL due to such failure if Mitcham meets the Minimum Purchase Requirement for the subsequent period (i.e., Mitcham will have one period that equals (1) one year in which to cure any failure to meet the Minimum Purchase Requirement).

     (d) For purposes of determining whether Mitcham has satisfied the Minimum Purchase Requirement, Products purchased by Mitcham shall include Products ordered by Mitcham via Supply PO’s regardless of when such Products are delivered so long as such

Products are ordered before 90 days of the end of a period and paid for in accordance with the terms and conditions set forth in Schedule 3(a) . If Mitcham orders within the specified period and SERCEL is not able to deliver due to manufacturing delivery issues, there will be no penalty against Mitcham and such orders will be applied to satisfy the Minimum Purchase Requirement. In the event Mitcham purchases more than the Minimum Purchase Requirement in any given period, such excess shall be applied in meeting the Minimum Purchase Requirement for any subsequent period.

5. Minimum Purchase Requirement for VSP Tools

     (a) Subject to the terms hereof, Mitcham will issue a Purchase Order for 300 levels of VSP Tools within two weeks of signing this agreement. This PO will be called a Master PO. Subsequently, Mitcham will issue PO’s which reference the Master PO to draw against the 300 levels. These PO’s will be called Supply PO’s. In the event that Mitcham does not purchase Products from SERCEL via Supply PO’s under the Agreement in an amount that satisfies the Minimum Purchase Requirements (set forth below), at SERCEL’s option but subject to Section 5(c) below, SERCEL may terminate this Agreement on 30 days written notice; and upon such termination Mitcham shall not be obligated to purchase any Products other than the Products that it has ordered prior to the effective date of such termination.

     (b) For purposes hereof, the term “Minimum Purchase Requirement” shall mean Products purchased and delivered to Mitcham via Supply PO’s from SERCEL as follows:

From July 1, 2009 to December 31, 2009: 100 levels of VSP Tools

From January 1, 2010 to December 31, 2010: 100 levels of VSP Tools

From January 1, 2011 to December 31, 2011: 100 levels of VSP Tools

NOTE: At time of agreement Sercel acknowledges receipt of Purchase Orders for 102 Maxiwave tools and 13 Slimwave tools which order shall be applied towards the Minimum Purchase Requirement.

     (c) Notwithstanding anything herein to the contrary, in the event that a Minimum Purchase Requirement is not satisfied by Mitcham in any period ending before December 31, 2011, this Agreement may not be terminated by SERCEL due to such failure if Mitcham meets the Minimum Purchase Requirement for the subsequent period (i.e., Mitcham will have one period that equals (1) one year in which to cure any failure to meet the Minimum Purchase Requirement).

     (d) For purposes of determining whether Mitcham has satisfied the Minimum Purchase Requirement, Products purchased by Mitcham shall include Products ordered by Mitcham via Supply PO’s regardless of when such Products are delivered so long as such Products are ordered before 90 days of the end of a period and paid for in accordance with the terms and conditions set forth in Schedule 3(a) . If Mitcham orders within the specified period

and SERCEL is not able to deliver due to manufacturing delivery issues, there will be no penalty against Mitcham and such orders will be applied to satisfy the Minimum Purchase Requirement. In the event Mitcham purchases more than the Minimum Purchase Requirement in any given period, such excess shall be applied in meeting the Minimum Purchase Requirement for any subsequent period.

6. Third Party Replacement Parts. Mitcham shall not order from any third party any replacement parts for any Products that are not qualified by SERCEL. Any use of replacement parts that have not been qualified by SERCEL will give SERCEL the right, in any case, to cancel any warranty remaining on the equipment for which such unqualified parts are used and/or SERCEL shall be entitled to terminate this Agreement should Mitcham fail to remedy such situation within 10 days of SERCEL giving notice to Mitcham.

7. Resale of Purchased Equipment by Mitcham. Without SERCEL’s prior written consent, Mitcham hereby agrees that it will not sell any of the Products purchased under this Agreement until a period of three (3) years from the date it received the relevant Product. Without limiting the foregoing, Mitcham may approach SERCEL with a lease to purchase or sales opportunity for equipment purchased hereunder, and SERCEL may then grant Mitcham the right to pursue that opportunity. Notwithstanding anything to the contrary contained in this Agreement, Mitcham is not, in any case, entitled to sell within or outside mainland China any of the Products purchased under this Agreement to any seismic contractor owned or controlled by Chinese nationals.

8. Provision of Certain Goods and Services by SERCEL . SERCEL hereby agrees that Mitcham shall have the right to send a reasonable number of its employees and representatives of its customers who lease the Products from Mitcham to such technical, training, operations and maintenance classes as SERCEL provides to SERCEL’s customers who lease or purchase the Products from SERCEL, at SERCEL standard rates. SERCEL will provide Mitcham (4) four free training courses per year to be used for any of the SERCEL training courses. This does not include the cost of travel, lodging, food or incidental expenses. As part of this agreement, Mitcham will receive (2) two “no charge” training courses for each central recording system purchased from Sercel. These courses may be used for Mitcham employees or lease/rent customers of Mitcham. SERCEL will have no responsibility for travel, lodging, food or incidental expenses of the Mitcham attendees. SERCEL hereby agrees to send to Mitcham such quantities of all manuals and selling information, marketing brochures and literature regarding the Products (other than proprietary information) as SERCEL develops and as Mitcham shall reasonably request in connection with its Leasing activities, at no charge to Mitcham. SERCEL’s current training price schedule can be changed any anytime as long as Mitcham is so notified 30 days in advance: Sercel agrees to supply up to three (3) total TMS units to be used for the testing and repair of 408UL or 428XL units to Mitcham at a cost of Thirty thousand five hundred sixty-eight United States Dollars ($30,568.00) per TMS unit. The list price of this unit, for future reference, is thirty-eight thousand two hundred ten United States Dollars ($38,210.00) per TMS unit.

9. Warranty and Service.

     (a) SERCEL warrants to Mitcham all of the Products sold by SERCEL to Mitcham are new and are subject to SERCEL’s standard warranty terms.

     (b) SERCEL makes no warranties or representations whatsoever with respect to any non- SERCEL products, however, any warranty information from the manufacturers of the non-SERCEL products shall be passed on to Mitcham.

     (c) The standard SERCEL warranty is given expressly and in lieu of all other express or implied warranties, including a warranty of merchantability or fitness and in no event shall SERCEL be liable for consequential damages resulting from the use of any of the Products.

     (d) In no event shall Mitcham have any authority whatsoever, express or implied, to make warranties other than those provided for herein without prior written permission from the SERCEL.

10. Maintenance and Repair of Leased Equipment .

     (a) Mitcham and Sercel acknowledges that third party lessee of the Products from Mitcham may return the leased Products directly to SERCEL after the termination of such third party’s leases. In such event, SERCEL shall perform its standard maintenance check of such Products and inform Mitcham of any necessary repairs.

     (b) The maintenance checks and the repairs performed by SERCEL on the Products received from the lessees shall be invoiced by SERCEL to Mitcham at the SERCEL standard price. With respect to the repair undertaken by SERCEL, Mitcham will be entitled to a five percent (5%) discount on the repair pricing listed herein on attached Schedule 5(a) . Mitcham shall also pay the reasonable and ordinary freight and storage charges incurred by SERCEL with respect to such Products.

     (c) For any repairs performed by SERCEL, Mitcham shall be entitled to receive 5.0% discount on the repair price listed herein on attached Schedule 5(a).

     (d) Following such maintenan