0000750813-00-000009 Sample Contracts

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EXHIBIT 10.5 June 26, 2000
Seitel Inc • August 14th, 2000 • Oil & gas field exploration services

On the date hereof, the Company has entered into an Employment Agreement Amendment No. 2 (the "Employment Agreement Amendment") with you pursuant to which we have agreed to change the payment terms of that certain promissory note (the "Note") dated October 2, 1998 in the original amount of $773,437.50 made by you payable to the order of Seitel, Inc. (the "Company") as set forth herein. Also pursuant to the Employment Agreement Amendment, we have agreed to release the existing security for the Note (75,000 shares of common stock of the Company) and to take in exchange for such security a contractual right of setoff as described in Section 8 of the Employment Agreement Amendment. As of the date hereof, the balance due on the Note was $665,778 (including interest accrued to such date). This letter will serve as the formal amendment of the payment terms of the Note and the release of such pledged stock as security for the Note.

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