Trademark Security Agreement

Trademark Security Agreement

by 3-D Geophysical Inc
December 23rd, 1997

                          TRADEMARK SECURITY AGREEMENT


         THIS TRADEMARK SECURITY AGREEMENT ("Security  Agreement"),  dated as of
November 17, 1997, is executed by and between 3-D GEOPHYSICAL,  INC., a Delaware
corporation  ("Grantor"),  and Sanwa  Business  Credit  Corporation,  a Delaware
corporation ("Lender").

                                    RECITALS

         A.  Grantor  has  executed  in favor of Lender a guaranty  and  certain
related documents dated as of November 17, 1997  (collectively,  the "Guaranty")
in connection with loans made by Lender to Northern Geophysical of America, Inc.

         B. To secure  Grantor's  obligations  under the  Guaranty,  Grantor has
agreed to deliver this duly executed Security Agreement to Lender.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration of the above recitals and for other
good and  valuable  consideration,  the receipt and adequacy of which are hereby
acknowledged, Grantor hereby agrees with Lender as follows:

         1.  Definitions  and   Interpretation.   When  used  in  this  Security
Agreement, the following terms shall have the following respective meanings:

                  "Affiliate"  shall  mean any  person  or  entity  controlling,
         controlled by or under common control with another person or entity.

                  "Collateral"  shall  have the  meaning  given to that  term in
         Paragraph 2 hereof.

                  "Obligations"  shall mean and  include  all  loans,  advances,
         debts, liabilities and obligations,  howsoever arising, owed by Grantor
         to Lender of every kind and  description  (whether or not  evidenced by
         any note or  instrument  and  whether or not for the payment of money),
         direct or indirect,  absolute or contingent,  due or to become due, now
         existing or hereafter  arising  pursuant to the terms of the  Guaranty,
         including without  limitation all interest,  fees,  charges,  expenses,
         attorneys'  fees and  accountants'  fees  chargeable  to and payable by
         Grantor hereunder and thereunder.

                  "Patent and  Trademark  Office"  shall mean the United  States
         Patent and Trademark Office or any successor office or agency thereto.

                  "Trademarks" shall have the meaning given to that term in




         Attachment I hereto.

                  "UCC" shall mean the Uniform  Commercial  Code as in effect in
         the State of California from time to time.

                  Unless otherwise  defined herein,  all other capitalized terms
used herein and defined in the Guaranty shall have the respective meanings given
to those terms in the Guaranty,  and all terms defined in the UCC shall have the
respective meanings given to those terms in the UCC.

                  2.  Grant  of  Security   Interest.   As   security   for  the
Obligations,  Grantor hereby pledges,  mortgages and grants to Lender a security
interest in the property described in Attachment I annexed hereto  (collectively
and severally,  the "Collateral"),  which Attachment I is incorporated herein by
this reference.

                  3.  Representations  and  Warranties.  Grantor  represents and
warrants to Lender that:

                  (a) Grantor is the owner of the Collateral (or, in the case of
         after-acquired  Collateral,  at the time Grantor acquires rights in the
         Collateral,  will be the owner  thereof)  and that no other  Person has
         (or,  in the case of  after-acquired  Collateral,  at the time  Grantor
         acquires rights therein, will have) any right, title, claim or interest
         (by way of Lien or otherwise) in, against or to the Collateral;

                  (b) Lender has (or in the case of  after-acquired  Collateral,
         at the  time  Grantor  acquires  rights  therein,  will  have)  a first
         priority perfected security interest in the Collateral;

                  (c) Grantor has full  corporate  power and  authority to grant
         the security interest herein granted, and the execution and delivery of
         this  Security   Agreement  by  Grantor  and  the  performance  of  its
         obligations  hereunder,  have been  duly  authorized  by all  necessary
         corporate action on the part of Grantor;

                  (d) Grantor does not own any Trademarks  registered in, or the
         subject of pending  applications in, the Patent and Trademark Office or
         any similar  offices or agencies in any other  country or any political
         subdivision  thereof,  other  than  those  described  in  Schedule A or
         Schedule B to Attachment I hereto;

                  (e) Grantor has the sole and full right, title and interest in
         and to each of the  Trademarks  shown on  Schedule  A to  Attachment  I
         hereto for the goods and services covered by the registrations thereof,
         unencumbered  except as set forth in Schedule C to Attachment I hereto,
         and such  registrations are valid and enforceable and in full force and
         effect;


                                      - 2 -




                  (f) There is no claim by any third  party that any  Trademarks
         are  invalid or  unenforceable  or do or may  violate the rights of any
         Person;

                  (g) All licenses of  Trademarks  which  Grantor has granted to
         any Person are set forth in Schedule C to Attachment I hereto; and

                  (h) All licenses of Trademarks which any Person has granted to
         Grantor are set forth in Schedule D to Attachment I hereto.

         4. Covenants of Grantor. Grantor hereby agrees:

                  (a) Grantor shall perform all acts and execute all  documents,
         including,   without   limitation,    Grants   of   Security   Interest
         substantially in the form of Attachment II annexed hereto,  that may be
         necessary  or  desirable  to record,  maintain,  preserve,  protect and
         perfect Lender's interest in the Collateral, the Lien granted to Lender
         in the Collateral and the first priority of such Lien;

                  (b)  Except to the  extent  that  Lender  shall give its prior
         written consent,

                           (i) Grantor shall  continue to use the  Trademarks in
                  connection with each and every  trademarked  class of goods or
                  services  applicable  to its current  line as reflected in its
                  current catalogs,  brochures, price lists or similar materials
                  in order to maintain the  Trademarks  in full force and effect
                  free from any claim of  abandonment  for  nonuse,  and Grantor
                  shall not (and will not permit any licensee thereof to) do any
                  act or omit to do any act  whereby  any  Trademark  may become
                  invalidated  and shall notify  Lender  immediately  if Grantor
                  knows of any reason or has reason to know that any application
                  or registration may become invalidated; and

                           (ii) Grantor shall not assign, sell, mortgage, lease,
                  transfer, pledge, hypothecate, grant a security interest in or
                  Lien  upon,  encumber,  grant an  exclusive  or  non-exclusive
                  license,  or otherwise  dispose of any of the Collateral,  and
                  nothing in this Security  Agreement  shall be deemed a consent
                  by Lender to any such  action  except as  expressly  permitted
                  herein;

                  (c) Grantor  shall  promptly  pay Lender for any and all sums,
         costs,  and  expenses  which  Lender may pay or incur  pursuant  to the
         provisions of this Security  Agreement or in enforcing the Obligations,
         the Collateral or the security interest granted  hereunder,  including,
         without  limitation,   all  filing  or  recording  fees,  court  costs,
         collection  charges,   travel,  and  reasonable   attorneys'  fees  and
         expenses,  all of which together with interest at the highest rate then
         payable on the Obligations


                                      - 3 -




         shall be part of the Obligations and be payable on demand;

                  (d) Grantor shall promptly  notify Lender upon the filing with
         the Patent and Trademark  Office or any similar office or agency in any
         other country or any political  subdivision thereof,  either by Grantor
         or by any agent,  employee,  licensee or designee of Grantor, of (i) an
         application  for the  registration of any Trademark with the Patent and
         Trademark  Office or any similar  office or agency in any other country
         or any  political  subdivision  thereof or (ii) any  assignment  of any
         Trademark  which  Grantor  may  acquire  from a third  party.  Upon the
         request  of Lender,  Grantor  shall  execute  and  deliver  any and all
         documents,  instruments,  and  agreements  as  Lender  may  request  to
         evidence Lender's security interest in such Trademark (and the goodwill
         and general  intangibles  of Grantor  relating  thereto or  represented
         thereby),   and  Grantor   authorizes   Lender  to  amend  an  original
         counterpart  of the  applicable  Grant of  Security  Interest  executed
         pursuant to Subparagraph 4(a) of this Security  Agreement without first
         obtaining Grantor's approval of or signature to such amendment,  and to
         record such security interest with the Patent and Trademark Office;

                  (e)  Grantor  shall  keep the  Collateral  free of all  Liens,
         except in favor of Lender;

                  (f) Grantor shall take all necessary  steps in any  proceeding
         before the Patent and Trademark  Office or any similar office or agency
         in  any  other  country  or  any  political   subdivision  thereof,  to
         diligently prosecute or maintain,  as applicable,  each application and
         registration of the Trademarks;

                  (g) So long as any of the Obligations are outstanding, Grantor
         shall make  application to the Patent and Trademark  Office (and assign
         any  such   application   to  Lender  as   security)  to  register  any
         registerable  but unregistered  material  Trademarks used by Grantor in
         connection  with its  products  or  services,  unless  Grantor,  in the
         exercise of its prudent business judgment, deems any such Trademark not
         to have any significant  commercial value or determines that its rights
         thereunder are better preserved as a trade secret;

                  (h)  Grantor  shall  (i)  use  proper   statutory   notice  in
         connection with any use of the Trademarks, and (ii) maintain consistent
         standards  of quality in its  manufacture  of  products  sold under the
         Trademarks or provision of services in connection with the Trademarks;

                  (i) Grantor  agrees that if it or any Affiliate  learns of any
         use by any Person of any term or design likely to cause  confusion with
         any Trademark,  Grantor shall promptly notify Lender of such use and of
         all  steps  taken  and to be taken to remedy  any  infringement  of any
         Trademark; and


                                      - 4 -




                  (j) Grantor  shall at all times keep at least one complete set
         of its records  concerning the Collateral at its chief executive office
         and shall make such records  available for inspection by Lender at such
         times as Lender may reasonably request.

         5. Authorized Action by Lender.

                  (a) Lender may, in its sole  discretion,  pay any amount or do
         any act  required  of  Grantor  hereunder  or  requested  by  Lender to
         preserve,  defend,  protect,  maintain,  record  or  enforce  Grantor's
         obligations contained herein, the Obligations,  the Collateral,  or the
         right,  title and interest  granted Lender by this Security  Agreement,
         and which  Grantor  fails to do or pay, and any such  payment  shall be
         deemed an advance  by Lender to Grantor  and shall be payable on demand
         together  with  interest  at  the  highest  rate  then  payable  on the
         Obligations.

                  (b)  Grantor  agrees to execute  and  deliver to Lender  three
         originals of a Special Power of Attorney in  substantially  the form of
         Attachment  III  to  this  Agreement  for  the  implementation  of  the
         recording,  giving of notice,  preservation,  assignment, sale or other
         disposal of the  Collateral  pursuant to Paragraph 2 and  Subparagraphs
         5(a) and 7(a).

                  (c)  Grantor  hereby  grants to Lender and its  employees  and
         agents  the  right  to visit  Grantor's  business  facilities  at which
         Grantor manufactures  products or provides services,  which products or
         services  are sold  under or  provided  in  connection  with any of the
         Trademarks,  and to  inspect  such  products  and the  quality  control
         records relating thereto or observe the provision of such services.

         6. Litigation and Other Proceedings.

                  (a)  Unless   Grantor   determines  in  the  exercise  of  its
         reasonable  business  judgment  that (i) the  Trademark  at issue is of
         immaterial  value and (ii) loss of the exclusive use of such  Trademark
         would  not  have a  material  adverse  effect  on  Grantor's  condition
         (financial or otherwise) or on the  collateral,  Grantor shall have the
         obligation to commence and diligently prosecute such suits, proceedings
         or other actions for infringement or other damage,  or reexamination or
         reissue proceedings,  or opposition or cancellation  proceedings as are
         reasonable to protect any of the Trademarks.  No such suit,  proceeding
         or other actions shall be settled or voluntarily  dismissed,  nor shall
         any party be  released  or excused of any  claims of or  liability  for
         infringement,  without  the prior  written  consent  of  Lender,  which
         consent shall not be


                                      - 5 -




         unreasonably withheld.

                  (b) Upon the  occurrence  and  during the  continuation  of an
         Event of Default, Lender shall have the right but not the obligation to
         bring suit or institute proceedings in the name of Grantor or Lender to
         enforce any rights in the Collateral, including any license thereunder,
         in which  event  Grantor  shall at the request of Lender do any and all
         lawful acts and execute any and all documents required by Lender in aid
         of such enforcement.  If Lender elects not to bring suit to enforce any
         right under the Collateral,  including any license thereunder,  Grantor
         agrees to use all reasonable measures,  whether by suit,  proceeding or
         other  action,  to  prevent  the  infringement  of any right  under the
         Collateral  by any Person  and for that  purpose  agrees to  diligently
         maintain  any  action,   suit  or  proceeding  against  any  Person  so
         infringing necessary to prevent such infringement.

         7. Default and Remedies.

                  (a)  Grantor  shall be deemed in default  under this  Security
         Agreement  upon  the  occurrence  of an  Event  of  Default.  Upon  the
         occurrence  and during the  continuation  of any such Event of Default,
         Lender may, at its option,  and (except if otherwise  specified  below)
         without  notice to or demand on Grantor,  and in addition to all rights
         and  remedies  available to Lender under the Guaranty or the other loan
         documents, do any one or more of the following:

                           (i) upon ten (10)  days'  prior  notice  to  Grantor,
                  direct  Grantor not to make any further use of the  Trademarks
                  (or any mark similar thereto) for any purpose;

                           (ii) at any time and from time to time, upon ten (10)
                  days'  prior  notice to  Grantor,  license,  whether  general,
                  special  or   otherwise,   and  whether  on  an  exclusive  or
                  nonexclusive basis, any of the Trademarks throughout the world
                  for  such  term  or  terms,  on such  conditions,  and in such
                  manner, as Lender shall in its sole discretion determine;

                           (iii) at any time and from time to time, enforce (and
                  upon notice to Grantor  have the  exclusive  right to enforce)
                  against any licensee or sublicensee all rights and remedies of
                  Grantor  in, to and under any one or more  license  agreements
                  with  respect  to  the   Collateral   (without   assuming  any
                  obligations or liability thereunder), and take or refrain from
                  taking any action under any thereof;

                           (iv) at any time and from time to time, upon ten (10)
                  days' prior


                                      - 6 -




                  notice to Grantor,  assign, sell, or otherwise dispose of, the
                  Collateral  or any of it,  either  with or without  special or
                  other  conditions  or  stipulations,  with  power  to buy  the
                  Collateral  or any part of it,  and with power also to execute
                  assurances,  and do all other acts and  things for  completing
                  the assignment, sale or disposition which Lender shall, in its
                  sole discretion, deem appropriate or proper; and

                           (v)  in  addition  to  the  foregoing,  in  order  to
                  implement the assignment, sale or other disposal of any of the
                  Collateral  pursuant to clause (a)(iv) hereof,  Lender may, at
                  any time,  pursuant to the  authority  granted in the Power of
                  Attorney   executed  pursuant  to  Subparagraph  5(b)  hereof,
                  execute  and  deliver  on  behalf  of  Grantor,  one  or  more
                  instruments   of   assignment  of  the   Trademarks   (or  any
                  application for  registration  thereof),  in form suitable for
                  filing, recording or registration in any country.

                  (b)  Grantor  agrees  to pay  when  due all  reasonable  costs
         incurred in any such  transfer of the  Trademarks,  including,  without
         limitation,   any  taxes,  fees  and  reasonable  attorneys'  fees  and
         expenses, and all such costs shall be added to the Obligations.  Lender
         may  apply  the  proceeds  actually  received  from any  such  license,
         assignment,  sale or other  disposition  to the  reasonable  costs  and
         expenses thereof, including, without limitation,  reasonable attorneys'
         fees and all legal,  travel and other expenses which may be incurred by
         Lender,  and then to the Obligations,  in such order as to principal or
         interest as Lender may desire; and Grantor shall remain liable and will
         pay Lender on demand any deficiency  remaining,  together with interest
         thereon  at a rate  equal  to the  highest  rate  then  payable  on the
         Obligations  and the balance of any  expenses  unpaid.  Nothing  herein
         contained  shall be  construed  as  requiring  Lender  to take any such
         action at any time. In the event of any such license,  assignment, sale
         or  other  disposition  of the  Collateral,  or any  of it,  after  the
         occurrence  or  continuation  as  hereinabove  provided  of an Event of
         Default,  Grantor shall supply its know-how and  expertise  relating to
         the manufacture  and sale of the products  bearing the Trademarks or in
         connection  with which the  Trademarks  are used,  and its  consumer or
         customer lists and other records  relating to the Trademarks and to the
         distribution  of products or the  provisions of services,  to Lender or
         its designee.


                                      - 7 -




                  (c) In  furtherance  of  Lender's  rights  hereunder,  Grantor
         hereby  grants  to  Lender  an   irrevocable,   non-exclusive   license
         (exercisable  without  royalty  or other  payment  by  Lender)  to use,
         license or  sublicense  any Trademark in which Grantor now or hereafter
         has any right,  title or interest  together with the right of access to
         all  media in which any  Trademark  may be  recorded  or  stored.  Such
         license shall be  exercisable  only upon the  occurrence and during the
         continuation  of an Event of Default (after any applicable cure periods
         have expired).

         8.  Reassignment.  Upon the payment in full of the  Obligations and the
termination  of  the  Guaranty  and  Lender's  obligation  to  provide  advances
thereunder,  Lender  shall  execute  and  deliver to  Grantor  (at no expense to
Lender) all  assignments  and other  instruments  as may be necessary to vest in
Grantor full right, title and interest in and to the Collateral,  subject to any
disposition  thereof  which  may  have  been  made  by  Lender  pursuant  to the
provisions of this Security Agreement.

         9. Indemnification and Release.

                  (a) Grantor assumes all  responsibility  and liability arising
         from the use of the  Trademarks,  and Grantor shall  indemnify and hold
         Lender and its directors,  officers, employees, agents and any of their
         respective  Affiliates  ("Indemnitees")  harmless  from and against any
         claim, suit, loss, damage or expense  (including,  without  limitation,
         reasonable   attorneys'  fees  and  expenses)  arising  out  of  or  in
         connection  with any alleged  infringement  of any trademark or alleged
         defect in any product manufactured, promoted or sold by Grantor (or any
         Affiliate of Grantor) in connection  with any Trademark,  or out of the
         manufacture,  promotion, labeling, sale or advertisement of any product
         or service by Grantor (or any  Affiliate  of Grantor).  Grantor  agrees
         that Lender does not assume, and shall have no responsibility  for, the
         payment  of any  sums due or to  become  due  under  any  agreement  or
         contract   included  in  the  Collateral  or  the  performance  of  any
         obligations to be performed under or with respect to any such agreement
         or contract by Grantor, and Grantor hereby agrees to indemnify and hold
         each  Indemnitee  harmless  with  respect  to any and all claims by any
         Person relating thereto.

                  (b)  Grantor  agrees to  indemnify  and hold  each  Indemnitee
         harmless  from and against  any claim,  suit,  loss,  damage or expense
         (including,   without  limitation,   reasonable   attorneys'  fees  and
         expenses)  arising  out of or in  connection  with any action  taken or
         omitted to be taken by Lender pursuant to clause  7(a)(iii) hereof with
         respect to any license agreement of Grantor.

                  (c)  Grantor  agrees to  indemnify  and hold  each  Indemnitee
         harmless


                                      - 8 -





         from and against any claim,  suit, loss, damage or expense  (including,
         without  limitation,  reasonable  attorneys' fees and expenses) arising
         out  of or in  connection  with  (i)  any  claim,  suit  or  proceeding
         instituted  by Grantor or (ii) any action  taken or omitted to be taken
         by Lender pursuant to Subparagraph 6(b).

                  (d) Grantor hereby releases the  Indemnitees  from any claims,
         causes of action and demands at any time arising out of or with respect
         to any actions  taken or omitted to be taken by the  Indemnitees  under
         the powers of  attorney  granted  under the  Special  Power of Attorney
         executed pursuant to Subparagraph 5(b) herein, other than actions taken
         or  omitted  to be  taken  through  the  gross  negligence  or  willful
         misconduct of such Indemnitees.

                  (e)  Grantor  agrees  to  cause  Lender  to  be  named  as  an
         additional  insured  with  respect to any policy of  insurance  held by
         Grantor from time to time covering  product  liability or  intellectual
         property infringement risk.

         10. Miscellaneous.

                  (a) Notices. Except as otherwise provided herein, all notices,
         requests,  demands or other communications to or upon Lender or Grantor
         hereunder  shall be  addressed  to Lender or Grantor at the  respective
         addresses indicated below or at such other address as Lender or Grantor
         may designate by written notice to the other party, and shall be deemed
         to have been given (i) in the case of notice by letter,  three (3) days
         after deposited in the mails  registered and return receipt  requested,
         or (ii) in the case of  notice  given by  telecommunication,  when sent
         with appropriate confirmation received:

                      Lender:         Sanwa Business Credit Corporation
                                      550 N. Brand Boulevard
                                      Suite 950
                                      Glendale, California 91203
                                      Attention:  Regional Manager
                                      Telephone:  (818) 545-0090
                                      Telecopy:   (818) 545-0095


                                      - 9 -



                      Grantor:         3-D Geophysical, Inc.
                                       8226 Park Meadows Drive
                                       Littleton, Colorado  80124
                                       Attention:  Ronald L. Koons
                                       Telephone:
                                       Telecopy:


                      with a copy to:  Rothgerber, Appel, Powers & Johnson, LLP
                                       Norwest Bank Tower
                                       90 S. Cascade Ave., Suite 1100
                                       Colorado Springs, CO  80903
                                       Attention:   Bruce Warren, Esq.
                                       Telephone:
                                       Telecopy:

                  (b)  Nonwaiver.  No  failure  or  delay  on  Lender's  part in
         exercising any right  hereunder shall operate as a waiver thereof or of
         any other  right nor shall any single or partial  exercise  of any such
         right  preclude  any other  further  exercise  thereof  or of any other
         right.

                  (c) Amendments  and Waivers.  Except with respect to action by
         Lender pursuant to Subparagraph  4(d), this Security  Agreement may not
         be amended or modified,  nor may any of its terms be waived,  except by
         written  instruments  signed by Grantor  and Lender as  required by the
         Guaranty.  Each waiver or consent under any  provision  hereof shall be
         effective only in the specific  instances and for the purpose for which
         given.

                  (d) Assignments. This Security Agreement shall be binding upon
         and inure to the  benefit of Lender and  Grantor  and their  respective
         successors and assigns; provided,  however, that Grantor and Lender may
         sell,  assign and  delegate  their  respective  rights and  obligations
         hereunder only as permitted by the Guaranty.

                  (e) Cumulative Rights, etc. The rights, powers and remedies of
         Lender  under  this  Security  Agreement  shall be in  addition  to all
         rights, powers and remedies given to Lender by virtue of any applicable
         law, rule or regulation of any governmental authority,  the Guaranty or
         any other agreement, all of which rights, powers, and remedies shall be
         cumulative and may be exercised  successively or  concurrently  without
         impairing  Lender's  rights  hereunder.  Grantor  waives  any  right to
         require  Lender  to  proceed  against  any  Person  or to  exhaust  any
         Collateral or to pursue any remedy in Lender's power.


                                     - 10 -




                  (f) Payments Free of Taxes,  Etc. All payments made by Grantor
         under this Security  Agreement  shall be made by Grantor free and clear
         of and without  deduction  for any and all  present  and future  taxes,
         levies,  charges,  deductions and  withholdings.  In addition,  Grantor
         shall pay upon  demand any stamp or other  taxes,  levies or charges of
         any jurisdiction with respect to the execution, delivery, registration,
         performance and enforcement of this Security Agreement. Upon request by
         Lender,  Grantor shall furnish evidence satisfactory to Lender that all
         requisite  authorizations  and approvals by, and notices to and filings
         with, governmental authorities and regulatory bodies have been obtained
         and made and that all  requisite  taxes,  levies and charges  have been
         paid.

                  (g) Partial  Invalidity.  If at any time any provision of this
         Security  Agreement is or becomes illegal,  invalid or unenforceable in
         any respect  under the law of any  jurisdiction,  neither the legality,
         validity or enforceability of the remaining provisions of this Security
         Agreement  nor  the  legality,   validity  or  enforceability  of  such
         provision under the law of any other  jurisdiction  shall in any way be
         affected or impaired thereby.

                  (h) Governing Law. This Security  Agreement  shall be governed
         by and construed in accordance with the laws of the State of California
         without reference to conflicts of law rules.

                  (i) Submission to Jurisdiction. Grantor hereby irrevocably and
         unconditionally:

                           (i) Submits for itself and its  property in any legal
                  action or proceeding relating to this Security  Agreement,  or
                  for  recognition  and  enforcement  of any judgment in respect
                  thereof,  to the  non-exclusive  jurisdiction  of  the  courts
                  located in Los Angeles,  and consents and agrees to suit being
                  brought in such courts as Lender may elect;

                           (ii)  Waives  any  objection   that  it  may  now  or
                  hereafter  have to the venue of any such action or  proceeding
                  in any such court or that such  proceeding  was  brought in an
                  inconvenient court and agrees not to plead or claim the same;

                           (iii)  Agrees as an  alternate  means of  service  of
                  process in any such legal action or  proceeding  to service by
                  mailing of copies thereof (by registered or certified mail, if
                  practicable)  postage  prepaid,  or by  telecopy,  to the then
                  active  agent  or to  Grantor  at its  address  set  forth  in
                  Subparagraph  10(a)  hereof or at such other  address of which
                  Lender shall have


                                     - 11 -




                  been  notified  pursuant  thereto,  and agrees that failure to
                  receive  such copy or notice  shall not  affect or impair  the
                  validity of such  service or of any  judgment  rendered in any
                  action or proceeding based thereon; and

                           (iv) Agrees that nothing herein shall affect Lender's
                  right  to  effect  service  of  process  in any  other  manner
                  permitted  by law,  and that  Lender  shall  have the right to
                  bring  any  legal  proceedings  (including  a  proceeding  for
                  enforcement of a judgment entered by any of the aforementioned
                  courts) against Guarantor in such courts or in any other court
                  or jurisdiction in accordance with applicable law.

                  (j) Jury Trial.  EACH OF GRANTOR  AND  LENDER,  TO THE FULLEST
         EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT
         TO  TRIAL  BY JURY  AS TO ANY  ISSUE  RELATING  HERETO  IN ANY  ACTION,
         PROCEEDING,  OR  COUNTERCLAIM  ARISING  OUT  OF  OR  RELATING  TO  THIS
         AGREEMENT.


                                     - 12 -



         IN WITNESS  WHEREOF,  Grantor  and Lender  have  caused  this  Security
Agreement to be executed as of the day and year first above written.

                             "GRANTOR"

                             3-D GEOPHYSICAL, INC.,
                             a Delaware corporation,



                             By: /s/ Ronald L. Koons
                                -------------------------------------
                                Name:  Ronald L. Koons
                                Title: Vice President



                             "LENDER"

                             SANWA BUSINESS CREDIT CORPORATION,
                             a Delaware corporation



                             By:     /s/ Timothy K. Turner
                                -------------------------------------
                                Name:    Timothy K. Turner
                                Title:   First Vice President


                                     - 13 -




                                  ATTACHMENT I
                         TO TRADEMARK SECURITY AGREEMENT


         (a) All trademarks,  trade names,  trade styles and service marks,  and
all prints and labels on which said  trademarks,  trade names,  trade styles and
service marks have appeared or appear,  and all designs and general  intangibles
of like nature, now existing or hereafter adopted or acquired,  all right, title
and interest  therein and thereto,  all  registrations  and recordings  thereof,
including without limitation, (i) all applications, registrations and recordings
in the Patent and  Trademark  Office or in any  similar  office or agency of the
United  States,  any State  thereof,  or any  foreign  country or any  political
subdivision  thereof,  all whether now owned or  hereafter  acquired by Grantor,
including,  but not limited to,  those  described  in  Schedules A and B to this
Attachment I, which Schedules A and B are incorporated herein by this reference,
and (ii) all reissues,  extensions or renewals  thereof and all licenses thereof
(collectively, the "Trademarks");

         (b) All goodwill of Grantor's business symbolized by the Trademarks and
all customer lists and other records of Grantor  relating to the distribution of
products or provision of services bearing or covered by the Trademarks;

         (c) All claims by  Grantor  against  any  Person  for past,  present or
future infringement of the Trademarks,  including, without limitation, the right
to take any action to enforce such claims;

         (d) All  proceeds  of the  foregoing  (including,  without  limitation,
whatever  is  receivable  or received  when  Collateral  or  proceeds  are sold,
collected,   exchanged,   licensed  or  otherwise   disposed  of,  whether  such
disposition is voluntary or involuntary,  including, without limitation,  rights
to payment and return  premiums and  insurance  proceeds  under  insurance  with
respect to any  Collateral,  and all rights to payment with respect to any cause
of action affecting or relating to the Collateral).


                                 I-A



                                            SCHEDULE A TO ATTACHMENT I
                                          TO TRADEMARK SECURITY AGREEMENT

                                                    TRADEMARKS


   Trademark         Jurisdiction         Reg. Date             Reg. No.
   ---------         ------------         ---------             --------

None.






                           SCHEDULE B TO ATTACHMENT I
                         TO TRADEMARK SECURITY AGREEMENT

                           APPLICATIONS FOR TRADEMARKS

       Trademark         Jurisdiction        Date Filed           Serial No.
       ---------         ------------        ----------           ----------
    3-D Geophysical          U.S.              10/8/96            75-179,174






                           SCHEDULE C TO ATTACHMENT I
                         TO TRADEMARK SECURITY AGREEMENT

                  LICENSES GRANTED BY GRANTOR TO THIRD PARTIES

None




                           SCHEDULE D TO ATTACHMENT I
                         TO TRADEMARK SECURITY AGREEMENT

                  LICENSES GRANTED BY THIRD PARTIES TO GRANTOR

None




                  ATTACHMENT II TO TRADEMARK SECURITY AGREEMENT


                           GRANT OF SECURITY INTEREST

                                   TRADEMARKS

                  THIS GRANT OF  SECURITY  INTEREST,  dated as of  November  17,
1997, is executed by 3-D Geophysical,  Inc., a Delaware corporation ("Grantor"),
in  favor  of  Sanwa  Business  Credit  Corporation,   a  Delaware   corporation
("Lender").

                  A.  Grantor  has  executed  in favor of Lender a guaranty  and
certain  related  documents  dated as of November  17, 1997  (collectively,  the
"Guaranty") in connection  with loans made by Lender to Northern  Geophysical of
America, Inc.;

                  B. Grantor has adopted,  used and is using certain trademarks,
more  particularly  described  on Schedules  1-A and 1-B annexed  hereto as part
hereof,  which  trademarks  are  registered  or  subject to an  application  for
registration in the United States Patent and Trademark Office (collectively, the
"Trademarks");

                  C.  Grantor has entered  into a Trademark  Security  Agreement
dated the date hereof (the "Security Agreement") in favor of Lender; and

                  D. Pursuant to the Security Agreement,  Grantor has granted to
Lender a security interest in all right, title and interest of Grantor in and to
the  Trademarks,  together  with the goodwill of the business  symbolized by the
Trademarks and the customer lists and records  related to the Trademarks and the
applications and registrations  thereof,  and all proceeds  thereof,  including,
without  limitation,  any and all causes of action  which may exist by reason of
infringement   thereof  (the  "Collateral"),   to  secure  the  prompt  payment,
performance  and  observance  of the  Obligations,  as defined  in the  Security
Agreement;

                  NOW, THEREFORE,  for good and valuable consideration,  receipt
of which is hereby  acknowledged,  Grantor does hereby further grant to Lender a
security  interest in the Collateral to secure the prompt  payment,  performance
and observance of the Obligations.




                  Grantor does hereby  further  acknowledge  and affirm that the
rights and  remedies  of Lender  with  respect to the  security  interest in the
Collateral  granted  hereby are more fully set forth in the Security  Agreement,
the terms and provisions of which are hereby incorporated herein by reference as
if fully set forth herein.

Lender's address is:    Sanwa Business Credit Corporation
                        550 N. Brand Boulevard
                        Suite 950
                        Glendale, California  91203
                        Attention:  Regional Manager
                        Telephone:  (818) 545-0090
                        Telecopy:    (818) 545-0095

                  IN WITNESS WHEREOF,  Grantor has caused this Grant of Security
Interest to be executed as of the day and year first above written.

                             "GRANTOR"

                             3-D GEOPHYSICAL, INC.,
                             a Delaware corporation,



                             By: /s/ Ronald L. Koons
                                ----------------------
                                Name:  Ronald L. Koons
                                Title: Vice President


                                 II-2



CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
- -------------------------------------------------------------------------------

STATE OF CALIFORNIA                 )
         )  ss.
         )

On                     , before me,                                           ,
                                            (Name And Title Of Officer)
personally appeared
                                                                              ,


                  personally known to me
                  -OR-
                  proved to me on the basis of  satisfactory  evidence to be the
                  person(s)  whose  name(s)  is/are  subscribed  to  the  within
                  instrument and  acknowledged to me that  he/she/they  executed
                  the same in his/her/their authorized  capacity(ies),  and that
                  by his/her/their signature(s) on the instrument the person(s),
                  or the  entity  upon  behalf  of which  the  person(s)  acted,
                  executed the instrument.

                                             WITNESS my hand and official seal.



                                             Signature Of Notary

- -------------------------------------------------------------------------------
OPTIONAL

Though the data below is not  required by law, it may prove  valuable to persons
relying on the document and could prevent fraudulent reattachment of this form.


CAPACITY CLAIMED BY SIGNER                 DESCRIPTION OF ATTACHED DOCUMENT
     Individual
     Corporate Officer


                      Title(s)                  Title Or Type Of Document
     Partner(s)                  Limited
                                 General
     Attorney-In-Fact
     Trustee(s)
     Guardian/Conservator                            Number Of Pages
     Other:


Signer is representing:
Name Of Person(s) Or Entity(ies)                    Date Of Document




                                            Signer(s) Other Than Named Above

- -------------------------------------------------------------------------------



                   SCHEDULE 1-A TO GRANT OF SECURITY INTEREST

                                   TRADEMARKS


    Mark               Registration Date                       Registration No.
    ----               -----------------                       ----------------

None.




                   SCHEDULE 1-B TO GRANT OF SECURITY INTEREST

                             TRADEMARK APPLICATIONS


          Mark                 Application Date             Application No.
          ----                 ----------------             ---------------
    3-D Geophysical                10/8/96                     75-179,174




                 ATTACHMENT III TO TRADEMARK SECURITY AGREEMENT


                            SPECIAL POWER OF ATTORNEY

STATE OF CALIFORNIA         )
                            )  ss.:
COUNTY OF LOS ANGELES       )


                  KNOW ALL  PERSONS  BY THESE  PRESENTS,  THAT 3-D  Geophysical,
Inc.,  a Delaware  corporation  ("Grantor"),  pursuant to a  Trademark  Security
Agreement,  dated as of November  17, 1997 (the  "Security  Agreement"),  by and
between Grantor and Sanwa Business Credit  Corporation,  a Delaware  corporation
("Lender"), hereby appoints and constitutes Lender its true and lawful attorney,
with full power of  substitution,  and with full power and  authority to perform
the following acts on behalf of Grantor:

                  1.  For  the  purpose  of  assigning,  selling,  licensing  or
otherwise  disposing  of all right,  title and interest of Grantor in and to any
trademarks,  trade names, trade styles and service marks, and all registrations,
recordings,   reissues,   extensions  and  renewals  thereof,  and  all  pending
applications  therefor,  and for the purpose of the recording,  registering  and
filing of, or accomplishing  any other formality with respect to, the foregoing,
to  execute  and  deliver  any and all  agreements,  documents,  instruments  of
assignment or other papers necessary or advisable to effect such purpose.

                  2. For the  purpose  of  evidencing  and  perfecting  Lender's
interest in any trademark not previously  assigned to Lender as security,  or in
any trademark which Grantor may acquire from a third party,  and for the purpose
of the  recording,  registering  and  filing  of,  or  accomplishing  any  other
formality  with  respect to, the  foregoing,  to execute and deliver any and all
agreements,  documents,  instruments of assignment or other papers  necessary or
advisable to effect such purpose.

                  3. To execute any and all documents, statements,  certificates
or other papers necessary or advisable in order to obtain the purposes described
above as Lender may in its sole discretion determine.




                  This  power  of  attorney  is made  pursuant  to the  Security
Agreement  and  takes  effect  solely  for  the  purposes  of  Paragraph  2  and
Subparagraphs 5(a) and 7(a) thereof and is subject to the conditions thereof and
may not be revoked until the payment in full of all  "Obligations" as defined in
the Security Agreement.

Dated:  November 17, 1997

                             "GRANTOR"


                             3-D GEOPHYSICAL, INC.,
                             a Delaware corporation,



                              By:  /s/ Ronald L. Koons
                                 ----------------------
                                 Name:  Ronald L. Koons
                                 Title: Vice President


                                      III-2




CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
- -------------------------------------------------------------------------------

STATE OF CALIFORNIA      )
         )  ss.
         )

On                           , before me,                                     ,
                                             (Name And Title Of Officer)
personally appeared
                                                                              ,


                  personally known to me
                  -OR-
                  proved to me on the basis of  satisfactory  evidence to be the
                  person(s)  whose  name(s)  is/are  subscribed  to  the  within
                  instrument and  acknowledged to me that  he/she/they  executed
                  the same in his/her/their authorized  capacity(ies),  and that
                  by his/her/their signature(s) on the instrument the person(s),
                  or the  entity  upon  behalf  of which  the  person(s)  acted,
                  executed the instrument.

                                             WITNESS my hand and official seal.



                                             Signature Of Notary

- -------------------------------------------------------------------------------
OPTIONAL

Though the data below is not  required by law, it may prove  valuable to persons
relying on the document and could prevent fraudulent reattachment of this form.


CAPACITY CLAIMED BY SIGNER                DESCRIPTION OF ATTACHED DOCUMENT
     Individual
     Corporate Officer


                      Title(s)              Title Or Type Of Document
     Partner(s)                Limited
                               General
     Attorney-In-Fact
     Trustee(s)
     Guardian/Conservator                        Number Of Pages
     Other:


Signer is representing:
Name Of Person(s) Or Entity(ies)                Date Of Document




                                            Signer(s) Other Than Named Above

- -------------------------------------------------------------------------------