ENDEAVOUR INTERNATIONAL CORP
AGREEMENT BETWEEN PGS EXPLORATION LTD & NSNV, INC.
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>h15457exv10w1.txt
<DESCRIPTION>AGREEMENT BETWEEN PGS EXPLORATION LTD & NSNV, INC.
<TEXT>
<PAGE>

                                                                  EXECUTION COPY

                                                                    EXHIBIT 10.1


                             Dated 16 December 2003

                          PGS EXPLORATION (UK) LIMITED

                                     - and -

                                   NSNV, INC.
                                   as Licensee

                           --------------------------
                                    AGREEMENT
                           --------------------------

                            WATSON, FARLEY & WILLIAMS

                                     LONDON

<PAGE>

                                    INDEX

<TABLE>
<CAPTION>
CLAUSE                                                     PAGE
<S>                                                        <C>

1        DEFINITIONS                                         1

2        CONDITIONS PRECEDENT                                3

3        VESPA CONTINGENCY                                   3

4        PGS GRANT OF RIGHTS                                 5

5        CONSULTANCY SERVICES                                5

6        PRICE AND PAYMENT CONDITIONS (LICENCE FEE)          6

7        UPLIFTS                                             7

8        EXCLUSIVITY                                         7

9        CONFIDENTIALITY                                     7

10       NON-SOLICITATION                                    8

11       TERM OF THE AGREEMENT                               8

12       TERMINATION                                         8

13       CHANGE OF CONTROL                                   9

14       ASSIGNMENT                                          9

15       NOTICE                                              9

16       WAIVER                                             10

17       SEVERABILITY                                       10

18       ENTIRE AGREEMENT, AMENDMENTS                       11

19       GOVERNING LAW, DISPUTES                            11

20       RIGHTS OF THIRD PARTIES (EXCLUSION)                11

21       COUNTERPARTS                                       11

SCHEDULE A TERMS AND CONDITIONS FOR PROVISION OF
      CONSULTANCY SERVICES                                  13

SCHEDULE B LIST OF GOODS AND SERVICES THAT COUNT
      TOWARDS THE WORK PROGRAM AND APPLICABLE DISCOUNTS     14

SCHEDULE C THE LICENCE AGREEMENT                            15

SCHEDULE D THE SOFTWARE LICENCE                             16

SCHEDULE E VESPA NOTICE PARTIES                             17
</TABLE>

<PAGE>

<TABLE>
<S>                                                         <C>
SCHEDULE F NORTH SEA MEGA MERGE SEISMIC DATA                18

SCHEDULE F MAP 1                                            19
</TABLE>

<PAGE>

THIS AGREEMENT is made on 16 December 2003

BETWEEN:

(1)      PGS EXPLORATION (UK) LIMITED, a company duly incorporated and existing
         under the laws of the United Kingdom having its Registered Office at
         PGS Court, Halfway Green, Walton on Thames, Surrey, KT12 1RS, England
         ("PGS"); and

(2)      NSNV, INC. a company incorporated and existing in the State of Texas,
         United States of America, and having its offices at 1001 Fannin, Suite
         1700, Houston, Texas 77002 (the "LICENSEE").

BACKGROUND

(A)      Whereas Licensee wishes to license from PGS, certain data which are
         owned by PGS or PGS has been granted rights to license.

(B)      Whereas PGS is willing to license the data to the Licensee on terms
         that part of the licensee fee will be paid on a non-cash basis, being a
         present equity interest in Licensee which may be subsequently exchanged
         for an equity interest in Vespa or equivalent publicly held entity (as
         hereinafter described).

(C)      Whereas the parties intend that PGS should not license the specified
         data to other parties on a non-cash basis during the specified
         exclusivity period.

(D)      Whereas the Licensee is engaged in separate confidential negotiations
         pursuant to which the Licensee may acquire, be acquired by or merge
         with an entity referred to in the Letter of Intent by and between PGS
         and Licensee dated 20 October, 2003 as Vespa or an equivalent publicly
         held entity in which the Principals of Licensee (as hereinafter
         defined) succeed as management of such entity ("Vespa"). With respect
         to the Vespa Arrangements, it is the intent of the Parties (without
         obligation) that Licensee shall negotiate and work towards the closing
         of the Vespa Arrangements as more specifically described in the Letter
         of Intent. Due to the confidential nature of that proposed transaction
         the actual name of Vespa shall be deemed confidential and shall not be
         disclosed in this agreement.

(E)      Whereas the parties have agreed that should the Vespa Arrangements not
         go ahead by the agreed date, PGS shall be entitled to exercise its
         rights under Clause 3, which would, inter alia, terminate PGS' equity
         ownership in Licensee.

IT IS HEREBY AGREED AS FOLLOWS:

1        DEFINITIONS

1.1      For the purpose of this Agreement, the following definitions shall
         apply:

(a)      "AFFILIATE" means any company or other entity controlled by, in control
         of, or under common control with a Party hereto. For the purpose of
         this definition, "control" in relation to a company or corporation
         shall mean the right to exercise directly or indirectly the vote in a
         general meeting of more than 50 per cent of the voting shares in such
         company or corporation in issue from time to time and/or the right to
         control the composition of the board of directors of such a company or
         corporation;

(b)      "AGREEMENT" means this agreement together with its Schedules as
         amended, modified or supplemented from time to time;

<PAGE>

(c)      "AGREEMENT YEAR" means the 12 month period from the Commencement Date
         or any subsequent 12 month period during the Term beginning on the
         anniversary of the Commencement Date;

(d)      "BONA FIDE GROUP" means a group of two or more companies or other
         entities having a contractual agreement to jointly explore, lease or
         develop defined geographical area(s) of exploration interest;

(e)      "COMMENCEMENT DATE" means 16 December 2003;

(f)      "CONSULTANT" means a Third Party (whether individual, company or other
         entity) engaged by Licensee to, interpret, reprocess or make other
         technical studies of the Data;

(g)      "CONSULTANCY SERVICES" means the consultancy services supplied by PGS
         to the Licensee under the terms of the "Consultancy Services Agreement"
         at Schedule A;

(h)      "DATA" means proprietary geophysical and/or geological information,
         known as the North Sea Mega Merge Seismic Data over the geographical
         area defined in Schedule F including but not limited to the seismic
         data, the interpretation thereof together with any such information
         regarding concepts or leads identified during the course of the
         interpretation;

(i)      "GROUP MEMBER" means a company being member of a Bona Fide Group;

(j)      "LICENCE AGREEMENT" means the Licence Agreement together with its
         appendices at Schedule C;

(k)      "LICENCE FEE" means the cash and non-cash consideration payable by the
         Licensee under the terms of this Agreement;

(l)      "MAN MONTH" means 22 working days of seven hours of an individual
         contractor or employee;

(m)      "NSNV STOCK" means the shares in the common stock of the Licensee to be
         issued to PGS under Clause 6.1(c);

(n)      "PARTY" means each of the parties to the Agreement;

(o)      "PGS EXPLORATION" means PGS Exploration (UK) Limited;

(p)      "PGS GROUP COMPANY" means any of PGS Exploration, any holding company
         of PGS Exploration, and any subsidiary of such holding company; and,
         `subsidiary' and `holding company' shall have the meanings given to
         them by sections 736 and 736 A of the Companies Act 1985;

(q)      "PGS PROPRIETARY DATA" means that part of the Data owned by PGS or its
         Affiliates (not open file or brokered data);

(r)      "PGS RESERVOIR" means PGS Reservoir Consultants (UK) Limited;

(s)      "PRINCIPALS OF LICENSEE" shall mean John N. Seitz and William L.
         Transier;

(t)      "PROMOTE LICENCE" means a licence issued on behalf of the UK Government
         which grants the holder the opportunity to assess and promote the
         prospectivity of the licensed acreage for an initial two-year period
         and as further defined by the UK Department of Trade and Industry;

(u)      "SCHEDULE" means any schedule and its Appendices to this Agreement;

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<PAGE>

(v)      "SOFTWARE LICENCE" means the Licence Agreement relating to the holoSeis
         Software at Schedule D, and "SOFTWARE" shall have the meaning defined
         in the Software Licence;

(w)      "TERM" as defined in Clause 12;

(x)      "THIRD PARTY" means an individual, a partnership, a company or other
         entity not being a Party to the Agreement;

(y)      "TRADE SECRET" means all secret processes, formulae and technical
         information relating to the production and use of the Data, including
         information relating to the equipment and processes used in the
         production of the Data now possessed, developed or acquired by the
         Licensor prior to and during the term of this Agreement;

(z)      "VESPA" as defined in paragraph (D) of the background recitals;

(aa)     "VESPA ARRANGEMENTS" means the proposed transaction pursuant to which
         the Licensee may acquire, be acquired by or merge with Vespa or an
         equivalent public entity in which the principals of Licensee succeed as
         management of such entity, as more specifically described in the Letter
         of Intent by and between PGS and Licensee dated October 20, 2003 and
         paragraph (D) of the background recitals;

(bb)     "VESPA NEGOTIATIONS" means the negotiations described in paragraph (D)
         of the background recitals;

(cc)     "VESPA NEGOTIATION PERIOD" means the period from Commencement Date and
         ending on the date the Vespa Arrangements are fully implemented;

(dd)     "WORKING DAY" means a day on which banks are open for business in
         England excluding Saturdays, Sundays and Christmas Eve;

(ee)     "WORK PROGRAM" means the Licensee's commitment to purchase products and
         services from PGS as described in Clause 6.1(d) and 6.2.

2        CONDITIONS PRECEDENT

2.1      This Agreement is conditional upon and shall not come into effect until
         the Licensee shall have executed the Licence Agreement and the Software
         Licence and the Consultancy Services Agreement.

3        VESPA CONTINGENCY

3.1      The Licensee agrees to keep PGS informed of progress of the Vespa
         Negotiations and shall provide PGS with such information as PGS may,
         from time to time, reasonably require concerning the Vespa Negotiations
         and the Vespa Arrangements, subject always to the confidentiality
         obligations concerning the Vespa Negotiations and/or the Vespa
         Arrangements to which the Licensee is bound.

3.2      The Licensee upon finalisation of the terms of the proposed Vespa
         Arrangements but prior to their implementation shall provide the
         Licensee with a complete set of documentation relating to the proposed
         Vespa Arrangements (the "VESPA NOTICE"). Licensees shall
         contemporaneously serve copies of the Vespa Notice on the parties
         nominated by PGS listed in Schedule E.

3.3      The Licensee shall promptly notify PGS following implementation of the
         Vespa Arrangements and such notice shall include details of any
         differences between the Vespa Arrangements as implemented and the Vespa
         Arrangements as set out in the Vespa Notice.

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<PAGE>

3.4      PGS shall have the option exercisable on a one time basis by notice in
         writing served upon the Licensee only in the circumstances set out in
         Clause 3.5 (a "PUT NOTICE") to require the Licensee to purchase from it
         the NSNV Stock for the aggregate sum of USD3.8 million (the "OPTION
         CONSIDERATION").

3.5      The Put Notice may be served by PGS in the following circumstances:

(a)      Within ten (10) Working Days of service of the Vespa Notice on PGS
         where PGS decides in its absolute discretion that the terms of the
         proposed Vespa Arrangements as set out in the Vespa Notice are not
         wholly satisfactory to it provided that PGS shall be entitled during
         such period to notify the Licensee in writing that the Vespa
         Arrangements are satisfactory to it subject to such conditions as it
         may specify;

(b)      Within ten (10) Working Days of the Vespa Arrangements being
         implemented where PGS determines in its absolute discretion that the
         Vespa Arrangements have not been implemented as set out in the Vespa
         Notice or otherwise in accordance with any condition notified to the
         Licensee by PGS in accordance with Clause 3.5(a);

(c)      At any time in the event the Licensee fails to comply with its
         obligations under Clauses 3.1, 3.2, or 3.3.

(d)      Within ten (10) Working Days after the period ending four months after
         the Commencement Date if the Vespa Arrangements have not been finalised
         to the satisfaction of PGS in its absolute discretion by the end of
         such four month period.

3.6      In the event that PGS exercises its right under Clause 3.4 the Licensee
         shall promptly purchase the NSNV Stock from PGS, and the Licensee shall
         pay the Option Consideration in cleared funds no later than the earlier
         of seven (7) days after the closing of the Vespa Arrangements or thirty
         (30) days after receipt of the Put Notice.

3.7      Should the NSNV Stock no longer exist by reason of the implementation
         of the Vespa Arrangements at the time PGS exercises its rights under
         Clause 3.4, or at the time the purchase is to be effected, the Licensee
         shall purchase the substituted equity and pay PGS the Option
         Consideration in cleared funds no later than the earlier of seven (7)
         days after the closing of the Vespa Arrangements or thirty (30) days
         after receipt of the Put Notice.

3.8      Following the exercise by PGS of its rights under Clause 3.4 causing
         the Licensee to purchase the NSNV Stock or substituted equity and
         compliance by the Licensee with its obligations under Clauses 3.6 and
         3.7;

(a)      The Licence Agreement shall continue;

(b)      The Licensee's rights and obligations in relation to the Work Program
         shall cease;

(c)      The exclusivity obligations of PGS as set out in Clause 8 shall cease
         and PGS shall be free to license the Data on any terms;

(d)      The Licensee's entitlement to discounted rates for the services as
         specified in Schedule B shall cease;

(e)      The Licensee's entitlement to the free Man Months and discounted rates
         set out in Appendix A to the Consultancy Services Agreement shall
         cease.

3.9      In the event that, following the exercise by PGS of its rights under
         Clause 3.4, the Licensee fails to comply with, its obligations under
         Clauses 3.6 or 3.7 and such failure continues for a period of five (5)
         Working Days after written notice of such failure from PGS, the
         obligations of PGS and the rights granted to Licensee under this
         Agreement, including without limitation the rights granted under Clause
         4.1 will automatically

                                       4
<PAGE>

         terminate. For the avoidance of doubt and without prejudice to the
         generality of the foregoing in such circumstances as aforesaid the
         Licence Agreement shall automatically terminate.

4        PGS GRANT OF RIGHTS

4.1      In consideration of payment by the Licensee of the Licence Fee and due
         performance of its obligations under this Agreement, PGS grants the
         Licensee:

(a)      the non-exclusive right to license the Data on the terms of the Licence
         Agreement;

(b)      the non-exclusive right of access to and the right to use the North Sea
         Digital Atlas on the terms of the Licence Agreement;

(c)      the non-exclusive right of access to and the right to use other data
         associated with the Data which the Licensee has requested and PGS has
         agreed to supply on the terms of the Licence Agreement at the
         discounted rates set out in Schedule B;

(d)      the non-exclusive right of access to and the right to use the holoSeis
         Software subject to the terms of the Software Licence.

5        CONSULTANCY SERVICES

5.1      At any time during the Term, the Licensee may request that PGS provides
         the Licensee with certain Consultancy Services relating to the Data.

5.2      The provision of the Consultancy Services shall be the subject of a
         separate contract between the Licensee and PGS a copy of which is set
         out in Schedule A. PGS shall not be obliged to provide the Consultancy
         Services unless and until Licensee has entered into the Consultancy
         Services Agreement.

5.3      PGS shall procure the Consultancy Services from PGS Reservoir, or if
         such entity is no longer a part of the PGS Group, then PGS shall
         subcontract the provision of those Consultancy Services to:

(a)      PGS Reservoir; or

(b)      A company that is a successor to all or substantially all of the
         business or assets of PGS Reservoir;

(c)      In the event that neither of the companies referred to in 5.3(a) and
         5.3(b) are available due to reasons of insolvency, the Parties may
         agree on a mutually acceptable provider, or if agreement cannot be
         reached the Parties agree that they shall endeavour to find an
         alternative solution approaching as near as possible the contractual
         situation existing prior to the non-availability of such companies.

5.4      No payment shall be due from the Licensee in respect of the first two
         (2) Man Months of Consultancy Services provided by PGS at the request
         of the Licensee during the Term. For the next six (6) Man Months of
         Consultancy Services, Licensee shall reimburse PGS for the actual costs
         (payroll and benefits plus an allowance for software and hardware) for
         providing of the Consultancy Services provided that such Services are
         provided under Clause 5.3(a) or (b).

5.5      For Consultancy Services requested by the Licensee outside the scope of
         Clause 5.4 the Licensee shall have the benefit of the discounted rates
         set out in Schedule B for Consultancy Services provided by PGS during
         the Term.

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<PAGE>

6        PRICE AND PAYMENT CONDITIONS (LICENCE FEE)

6.1      In consideration for the grant of rights and PGS's other obligations
         under the Agreement, Licensee shall:

(a)      pay, or procure the payment, to PGS the sum of USD one million
         (USD1,000,000) on or before the earlier of (i) thirty (30) days after
         the Commencement Date, or (ii) the date of the Vespa Notice. Payment to
         be made to the PGS bank account as notified by PGS.

(b)      the parties acknowledge and agree that the sum of USD one million
         (USD1,000,000) paid or payable under Clause 6.1(a) is non-refundable
         and is in addition to any amounts due to be paid by the Licensee under
         the terms of this Agreement and may not be set off against any amounts
         due to be paid by PGS to the Licensee under this Agreement and this
         Clause shall apply notwithstanding the exercise by PGS of its rights
         under Clause 3.4 or the termination of Licence Agreement pursuant to
         Clause 3.9 or otherwise in accordance with the provisions of the
         Licence Agreement and is considered by the Parties to be a reasonable
         fee notwithstanding termination of this Agreement or the Licence
         Agreement.

(c)      within ten (10) Working Days of the Commencement Date issue to PGS with
         such number of shares of the Licensee's Common Stock credited as fully
         paid so that PGS holds eighteen and one-half percent (18.5%) of the
         Licensee's total issued Common Stock, it being the intent of the
         Parties without obligation and without prejudice to PGS's rights under
         Clause 3 that in the event of consummation of the Vespa Arrangements,
         the Common Stock of the Licensee issued to PGS shall be exchanged for
         Common Stock of Vespa equalling approximately three and three-tenths
         percent (3.3%) on a fully diluted basis of Vespa's outstanding Common
         Stock on the basis outlined in the Letter of Intent;

(d)      during the Term, purchase products and services routinely supplied by
         companies within the PGS Group as detailed in Schedule B so that the
         invoiced value (net of tax and any applicable discounts) of such sales
         in any Agreement Year do not fall below the following:

                  Year 1 - USD 1 million
                  Year 2 - USD 1.5 million (USD 2.5 million in aggregate)
                  Year 3 - USD 2 million (USD 4.5 million in aggregate).

         The products and services that count towards the Work Program are
         listed in Schedule B.

6.2      The Licensee's minimum purchase obligations in each Agreement Year
         shall be referred to in this Agreement as the Work Program. An amount
         in cash equivalent to any shortfall in the Licensees' purchase
         obligations under the Work Program shall be paid to PGS within thirty
         (30) days at the end of any Agreement Year, save only that a shortfall
         of up to USD one hundred thousand (USD100,000) may be carried forward
         from Year 1 to Year 2. Overspend shall be credited against the
         following years Work Program obligation and against the USD four and a
         half million (USD4,500,000) aggregate Work Program commitments.

6.3      To the extent that terms governing PGS's brokerage arrangements alter
         during the Term so that PGS is no longer liable to pay brokerage fees
         to third parties that it would otherwise have been liable to pay in
         respect of Data licensed under this Agreement had the terms of the
         brokerage arrangements remained unchanged, the Work Program shall be
         reduced by an amount equivalent to the saving in brokerage payments
         that would otherwise have been payable subject to a maximum total
         reduction to the Work Program under this Clause of USD one hundred and
         fifty thousand (USD150,000).

                                       6
<PAGE>

6.4      The terms of payment and definitions of the discounts and, or
         preferential terms Licensee shall enjoy during the Term of the
         Agreement for products and services purchased as part of the Work
         Program are set out in Schedule B.

7        UPLIFTS

7.1      Uplift payments will be paid by the Licensee to PGS in addition to the
         Licensee Fee in accordance with the terms of the Licence Agreement.

8        EXCLUSIVITY

8.1      The Parties have agreed that for the duration of the Exclusivity
         Periods set out below, PGS will not licence all or part of the Data to
         any third party in circumstances where the payment of all or part of
         the Licence Fee is on a non-cash basis. This shall not prevent PGS from
         licensing the Data to its Affiliates for as long as those companies
         remain Affiliates of PGS.

8.2      Clause 8.1 shall not prevent or restrict PGS from licensing the Data on
         a cash basis. Third parties wishing to license the Data through "cash
         only" transactions may continue to do so on ordinary and customary
         terms and conditions consistent with PGS's prior practices including a
         deferred cash basis.

8.3      Licensee may consent to PGS licensing the Data to third parties on a
         non cash basis during the Exclusivity Period but this will be at the
         sole discretion of the Licensee.

8.4      The Exclusivity Periods are as follows:

(a)      UK Data: two (2) years from date of the Commencement Date;

(b)      Norway Data: three (3) years from date of the Commencement Date.

8.5      The exclusivity periods in this Clause 8 shall cease to apply if PGS
         exercises its rights under Clause 3.

8.6      The exclusivity restrictions in this Clause 8 shall not apply to
         licensing by PGS or its affiliates of PGS Proprietary Data only.

9        CONFIDENTIALITY

9.1      The Parties agree that neither PGS nor Licensee or their respective
         employees, agents, Consultants and advisors, will disclose in any
         manner or form, the terms or conditions of this Agreement to any third
         party, without first obtaining the prior written consent of the other
         Party except as expressly authorised under the terms of this Agreement.

9.2      The Parties agree and shall undertake that any and all information
         including that received by either Party in connection with this
         Agreement, including any Data received by the Licensee however acquired
         in whatever form, whether prior to the date of signature or otherwise,
         shall be treated as confidential and the Parties shall not disclose all
         or part of it to any third party without the express written consent of
         the other Party. This shall not restrict the Licensee using and
         disclosing the Data on the terms permitted by the Licence Agreement.

9.3      The confidentiality provisions contained herein exclude (i) any
         information which at any time comes into the public domain, or already
         resides there, through no fault of either Party or is already known to
         the recipient free from any duty of confidence; (ii) any disclosure
         which is required to comply with any law or judicial order applicable
         to any Party; (iii) otherwise if such information is required to be
         disclosed by a Party to its directors, officers, employees, advisors,
         investors, consultants who need to know such

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<PAGE>

         information for the purpose of assisting the Licensee use the
         information for its own internal business purposes, provided that each
         has agreed in writing prior to disclosure to be bound by equivalent
         confidentiality conditions that additionally restrict that person from
         making disclosure to any other person.

9.4      It is affirmed by the Parties that any and all information relating to
         the other Party that has been learned either directly through
         disclosure by Licensee or inadvertently during the course of
         negotiations is deemed confidential. Failure to adhere to this may be
         deemed illegal by the United States Securities and Exchange Commission
         ("SEC") and any party, as whole or by individual, violating this may be
         subject to sanction by the SEC.

9.5      The parties agree that notwithstanding the provisions of this Clause 9,
         Licensee may disclose the existence of and the principal terms of this
         Agreement and the Licence Agreement to potential investors in Vespa (or
         other equivalent publicly held entity which is party to the Vespa
         Arrangements).

9.6      The terms of confidentiality shall survive the termination or expiry of
         this Agreement save that it shall not be a breach of the terms of this
         Clause 9 for either party to disclose the terms of this Agreement to a
         Third Party any time after five (5) years from the Commencement Date.

10       NON-SOLICITATION

10.1     Neither Party shall during the Term of the Agreement and for a period
         of twelve (12) months after the expiry or termination of the Agreement,
         in any way whether directly or indirectly, invite any person who is or
         has been during the Term an employee or officer of the other party or
         an employee or officer of an Affiliate of the other Party, to become an
         employee of or in any way associated in business with the inviting
         Party or any Affiliate of the inviting Party.

11       TERM OF THE AGREEMENT

11.1     This Agreement shall come into effect on the date that the Conditions
         Precedent are satisfied and shall remain in existence for a period of
         three (3) years from the Commencement Date unless terminated earlier in
         accordance with its terms (the "Term").

12       TERMINATION

12.1     Without prejudice to PGS's rights under Clauses 3.9 and 13 either Party
         may by notice in writing to the other Party terminate this Agreement
         with immediate effect if:

(a)      The other Party should fail to comply with any material term or
         provision of the Agreement or of the Licence Agreement and such breach
         or default of the Agreement is not remediable or not remedied within 30
         days after receipt of written notice of such breach or default from the
         non-defaulting Party;

(b)      The other Party should become insolvent, commit any act of bankruptcy
         or take advantage of any bankruptcy, reorganisation, composition or
         arrangement law or statute, be subject to bankruptcy or composition
         proceedings or a receiver should be appointed in respect of its assets
         or any decision should be made in respect of its dissolution or
         liquidation;

12.2     Licensee's obligations under the Agreement with respect to
         Confidentiality and Non-Solicitation shall survive the termination or
         expiry of the Agreement. Termination of this Agreement shall not,
         unless otherwise provided, affect any rights of the Parties accrued up
         to termination including without limitation PGS's rights to payment
         under Clause 6.1.

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<PAGE>

12.3     Without prejudice to PGS's rights to terminate the Licence Agreement in
         the circumstances set out in Clause 3.9 the Licence Agreement and the
         Software Licence shall survive the termination or expiry of the
         Agreement unless either party terminates those agreements according to
         their terms.

13       CHANGE OF CONTROL

13.1     Without prejudice to PGS's rights under Clause 3 and Clause 12, or
         PGS's rights under the Licence Agreement, PGS shall be released from
         its exclusivity obligations under Clause 8 and its commitment to
         provide discounted rates under the Clause 5 in the event that any
         change occurs in the control of Licensee or any holding company of
         Licensee, or any permitted assignee of the Licensee to whom rights have
         been assigned under Clause 14 whether by virtue of any merger,
         acquisition, consolidation, buy-out or otherwise howsoever, unless:

         (i)      PGS has given its prior written consent to such change of
                  control and the Licensee or any Third Party has complied with
                  any term or condition of PGS's consent to the change of
                  control; or

         (ii)     the change of control occurs as part of the Vespa
                  Arrangements.

13.2     Licensee shall in any event notify PGS in writing of any change of
         control of the Licensee or its holding company or their permitted
         assignees to whom rights have been assigned under Clause 14 within
         seven (7) days of such change taking place and any regulatory
         restrictions on such a notification being made having expired.

13.3     For the purpose of this Clause 13 "control" in relation to a company or
         corporation shall mean the right to exercise directly or indirectly the
         vote in a general meeting of more than 50 per cent of the voting shares
         in such company or corporation in issue from time to time and/or the
         right to control the composition of the board of directors of such
         company or corporation and "holding company" shall have the meaning
         ascribed thereto by Section 736 Companies Act 1985.

14       ASSIGNMENT

14.1     Licensee may not assign or transfer any of its rights or obligations
         hereunder, except as expressly authorised herein, without the prior
         written approval of PGS.

14.2     After completion of the Vespa Arrangements and after expiry of PGS's
         rights under Clause 3.4 to serve a Put Notice, Licensee may assign its
         rights under this Agreement to Vespa or any of its Affiliates, provided
         that Licensee shall procure that any such entity to whom Licensee
         assigns its rights under this Agreement shall assign such rights back
         to Vespa immediately prior to ceasing to be an Affiliate of Vespa.

14.3     PGS may assign or transfer its rights and obligations hereunder, wholly
         or in part, to any PGS Group Company; however, PGS shall remain
         primarily liable for its obligations hereunder if such assignment or
         transfer is made without the prior written consent of Licensee. Such
         assignment shall always be notified to Licensee in writing, covering
         the Licence Agreement valid at the time of assignment.

15       NOTICE

15.1     Any notice required or permitted to be given under this Agreement shall
         be in writing and shall either be delivered personally or sent by
         recognised courier service or by registered mail or by facsimile
         (telefax) transmission to the Parties as follows:

         To:      PGS Exploration (UK) Ltd

                                       9
<PAGE>

                  PGS Court
                  Halfway Green
                  Walton-on-Thames
                  Surrey KT12 1RS
                  England

                  Telephone: 44 (0) 1932 26 0001
                  Facsimile: 44 (0) 1932 26 6512

         Attention: Mr. David Griffiths

         To:       NSNV, INC.
                   1001 Fannin, Suite 1700
                   Houston, Texas 77002-5603
                   United States

                   Telephone: (713) 307-8700
                   Facsimile: (713) 307-8794

         Attention: Mr. John N. Seitz

         or to such other addresses as either of the Parties may from time to
         time designate by notice in writing to the other Party.

15.2     A notice given hereunder shall be deemed to have been received by the
         Party as follows:

(a)      If personally delivered, at the time of delivery

(b)      If delivered by courier, two (2) days after the notice was delivered to
         the courier

(c)      If sent by registered mail, four (4) days after the envelope containing
         the notice was delivered. into the custody of the postal authorities

(d)      If sent by facsimile transmission, at the time of transmission, unless
         such date of deemed receipt is not a business day, in which case the
         date of deemed receipt shall be the next succeeding business day.

15.3     In proving such service, it shall be sufficient to prove that delivery
         was made to the Party or to the courier, or that the envelope
         containing the notice was properly addressed and delivered into the
         custody of the postal authorities as prepaid registered mail or that
         the facsimile transmission was properly addressed, transmitted and
         received as the case may be.

16       WAIVER

16.1     The rights herein given to either Party may be exercised from time to
         time, singularly or in combination, and the waiver of one or more of
         such rights shall not be deemed to be a waiver of such right in the
         future or of any one or more of the other rights which the exercising
         Party may have.

16.2     The failure of either Party to insist upon the strict performance by
         the other Party of any term, provision or condition of this Agreement
         shall not be construed as a waiver or relinquishment in the future of
         the same or any other term; provision or condition hereof.

17       SEVERABILITY

17.1     If due to a change in any applicable law or due to a decision or any
         other act by any competent authority, one or more terms or provisions
         of this Agreement can no longer be

                                       10
<PAGE>

         enforced or an amendment of one or more of the provisions of this
         Agreement is required, the Parties agree that they shall endeavor to
         find an alternative solution approaching as near as possible the
         contractual situation existing prior to such a change, decision or act.

17.2     If one or more provisions of the Agreement are determined to be invalid
         or unenforceable, the remaining provisions shall not be affected
         thereby, and the Agreement shall be administered as though the invalid
         or nor enforceable provisions were not a part of the Agreement.

18       ENTIRE AGREEMENT, AMENDMENTS

18.1     This Agreement constitutes the entire agreement of the Parties with
         respect to the subject matter hereof. There are no understandings or
         agreements relative to this Agreement that are not fully expressed
         herein.

18.2     No modification, amendment or addition to the Agreement shall be valid
         and binding on the Parties, unless set forth in writing and signed by
         the Parties.

19       GOVERNING LAW, DISPUTES

19.1     The Agreement shall be governed by and construed in accordance with the
         laws of England and Wales.

19.2     All disputes and differences that may arise out of or in connection
         with the Agreement will be settled as far as possible by means of
         negotiations and conciliation between the Parties.

19.3     In case of failure to reach an amicable settlement, any dispute,
         controversy or claim arising out of or in any way connected with this
         Agreement including any question regarding its existence, validity or
         termination shall be conclusively resolved by arbitration in London
         under the Rules of the London Court of International Arbitration (LCIA)
         which Rules are deemed to be incorporated by reference into this
         Clause.

20       RIGHTS OF THIRD PARTIES (EXCLUSION)

20.1     No Term of this Agreement shall be enforceable under the Contracts
         (Rights of Third Parties) Act 1999 by a Third Party (being any person
         other than the Parties and to the extent that any rights under this
         Agreement are capable of being assigned, their permitted assignees).

21       COUNTERPARTS

21.1     This Agreement may be executed in counterparts.

                                       11
<PAGE>

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
above written.

PGS Exploration (UK) Limited

By   _________________________  (Signed)

     _________________________  (Name)

     _________________________  (Position)

NSNV, INC.

By____________________________  (Signed)

     _________________________  (Name)

     _________________________  (Position)

                                       12
<PAGE>

                                   SCHEDULE A

                      TERMS AND CONDITIONS FOR PROVISION OF
                              CONSULTANCY SERVICES

                                       13
<PAGE>

                                   SCHEDULE B

         LIST OF GOODS AND SERVICES THAT COUNT TOWARDS THE WORK PROGRAM
                            AND APPLICABLE DISCOUNTS

Certain discounts will be applicable for use of PGS products or services. PGS
will provide such products or services at the more favourable price (to
Licensee) of (1) the discount set forth herein or (2) preferred terms which
means where a lower price may be offered to a company of a similar size to the
Licensee for a similar volume and location of products or services carried out
on similar terms at the time or within three months after Licensee requests such
products or services.

The extent of the products or services to which the discounts shall apply are
set out below:

For the avoidance of doubt, discounts shall not apply to purchases of products
or services involving FPSO's, Pertra and other non-seismic related activities.

*





-----------------
* This information has been omitted pursuant to a request for confidential
  treatment and filed separately with the Commission.



                                       14
<PAGE>

                                   SCHEDULE C

                              THE LICENCE AGREEMENT

                                       15
<PAGE>

                                   SCHEDULE D

                              THE SOFTWARE LICENCE

                                       16
<PAGE>

                                   SCHEDULE E

                              VESPA NOTICE PARTIES

To:      Watson Farley & Williams
         15 Appold Street
         London
         EC2A 2HB

         Tel: 020 7814 8000
         Fax: 020 7814 8141/2

         Attention: Jonathan Martin and Nick Fenner

and to:

         Watson Farley & Williams
         100 Park Avenue
         31st Floor
         New York
         NY 10017
         USA

         Tel: 001 212 922 2200
         Fax: 001 212 922 1512

         Attention: John Osborne and Daniel Rodgers

                                       17
<PAGE>

                                   SCHEDULE F

                        NORTH SEA MEGA MERGE SEISMIC DATA

1. Survey Areas and Locations (as more particularly defined in Schedule F Map
1):

<TABLE>
<S>                                      <C>
Norway Northern North Sea                         up to 10,000 sq. km*
(as depicted on Schedule F Map 1)

Norway South Viking Graben                        3,000 sq. km
(as depicted on Schedule F Map 1)

Norway Central Graben                             9,200 sq. km
(as depicted on Schedule F Map 1)

UK Central Graben                                 35,000sq. km
(as depicted on Schedule F Map 1)

UK Southern North Sea                             22,000 sq. km
(as depicted on Schedule F Map 1)                 -------------
</TABLE>

                                         TOTAL:   up to 79,200 sq. km

*8,150 sq. km currently available; balance should be released (without
commitment) during 2004.

2.       Digital Atlas covering the North Sea

                                       18
<PAGE>

                                   SCHEDULE F

                                      MAP 1

NORTH SEA MEGA MERGE SEISMIC DATA

[MAP]

                                       19
<PAGE>

                                                                  EXECUTION COPY
                                   SCHEDULE A

                      TERMS AND CONDITIONS FOR PROVISION OF
                              CONSULTANCY SERVICES

THIS AGREEMENT is made this 16th day of December 2003 between

PGS EXPLORATION (UK) LTD, a company registered in England having its Registered
Office at PGS Court, Halfway Green, Walton-on-Thames, Surrey, KT12 1RS
(hereinafter referred to as "PGS"),

and

NSNV, INC., a corporation organized under the laws of the State of Texas, United
States of America, having its offices at 1001 Fannin, Suite 1700, Houston, Texas
77002 (hereinafter referred to as "Licensee").

1.       DEFINITIONS

         "COMMENCEMENT DATE" means the date of signature of this Agreement. For
         the avoidance of doubt, if the Agreement is signed by each party on
         different dates, the Commencement Date shall be taken to be the latest
         date of signature of the Agreement;

         "MAIN AGREEMENT" means the Agreement between the Licensee and PGS
         entered into on the same date as this consultancy services Agreement;

         "SERVICES" means the consultancy services supplied by PGS to the
         Licensee in accordance with the Terms and Conditions set out in this
         Agreement, for the purpose of assisting the licensee in understanding
         and utilising data relating to the Mega Merge Project.

         Unless otherwise provided, words used in this Agreement shall have the
         same meaning as defined in the Main Agreement.

2.       PROVISION OF THE SERVICES TO THE LICENSEE BY PGS

         2.1      PGS agrees to provide from the Commencement Date the Services
                  to the Licensee at the rates detailed in Appendix A subject to
                  the terms of this Agreement.

         2.2      As and when required by the Licensee, additional services to
                  those specified in Clause 2.1 above may be provided by PGS, at
                  rates to be agreed between the parties. Details of the
                  additional services required will be put into writing and
                  signed by both parties in a revised Appendix A to be
                  incorporated into this Agreement.

         2.3      The Services shall be provided at the offices of PGS detailed
                  above or such other location as may be agreed between the
                  parties hereto.

         2.4      All requests for Services shall be made by the Licensee in
                  writing and are subject to the Parties having agreed to a work
                  schedule.

3.       OBLIGATIONS OF THE LICENSEE TO PGS

         3.1      From the Commencement Date, Licensee agrees to provide to PGS
                  the following:

                  a.       payment for the Services at the rates detailed in the
                           Appendix A hereto;

<PAGE>

                  b.       settlement of all third party expenses and other
                           reasonable out-of-pocket expenses incurred by PGS;
                           and

                  c.       access to all documentation and information necessary
                           for the provision of the Services, subject to the
                           terms and conditions of Clauses 4 and 6 below.

4.       INTELLECTUAL PROPERTY RIGHTS

         4.1      PGS acknowledges that, unless otherwise agreed between the
                  parties in writing, any data and other information in which
                  the Licensee or its licensor owns the intellectual property
                  rights and which is supplied by the Licensee to enable PGS to
                  provide the Services shall remain the property of the Licensee
                  or the Licensee's licensors and no rights therein pass to PGS
                  hereunder save for the right to use such data and information
                  in order to provide the Services.

         4.2      Licensee acknowledges that where the services provided relate
                  to data owned in whole or part by PGS or its Licensors ("PGS
                  Proprietary Data"), the intellectual property rights in any
                  materials generated from such Proprietary Data shall remain
                  with PGS or its Licensors and shall only be used or disclosed
                  in accordance with the terms of the licence agreement under
                  which such data was made available to the Licensee.

         4.3      Licensee warrants that where it provides data to PGS, PGS or
                  its permitted contractors will not infringe the rights of
                  third parties by performing the Services in relation to such
                  data requested by the Licensee under the terms of this
                  Agreement. Licensee shall indemnify and hold PGS harmless
                  against any cost liability or expense that PGS occurs as a
                  result of breach of Licensee's warranty under this Clause.

         4.4      Licensee agrees that PGS may retain a reasonable number of
                  copies of the materials derived from the provision of the
                  Services for archival purposes only.

5.       PAYMENTS

         5.1      All invoices of PGS shall be paid by the Licensee within
                  thirty (30) days of the date of invoice. In the event of late
                  payment, PGS may charge interest on the amount outstanding
                  before and after judgement at the rate of four (4) percent
                  above the base rate of HSBC plc in force from time to time
                  from the due date until the date of payment.

         5.2      All fees are exclusive of value added taxes which will be
                  added to invoices where appropriate.

         5.3      Any fees stated in this Agreement or the Schedules shall only
                  relate and apply to the Services provided hereunder and are in
                  no way an indication of prices for other arrangements, orders
                  or agreements with the Licensee.

                                       2
<PAGE>

6.       CONFIDENTIALITY

         6.1      Both parties shall maintain strict confidence and shall not
                  disclose to any third party any information or material
                  relating to the other or the other's business which comes into
                  that party's possession and shall not use such information and
                  material except for the purposes of this Agreement. This
                  provision shall not, however, apply to information or material
                  which is or becomes public knowledge other than by breach by a
                  party of this clause.

         6.2      Without limiting the foregoing, any confidential information
                  shall at all times be given protection no less than each party
                  gives to its own confidential information.

7.       WARRANTY

         PGS warrants that the Services will be supplied using reasonable care
         and skill. PGS does not warrant that the Services supplied will be
         error-free, accurate or complete.

8.       LIMITATION OF LIABILITY

         8.1      PGS shall not be liable for any special, indirect, economic or
                  consequential loss or damage howsoever arising or howsoever
                  caused (including loss of profit, loss of revenue or loss of
                  goodwill) whether from negligence or otherwise. Any liability
                  of PGS shall in any event be limited to the fees paid by the
                  Licensee under this Consultancy Services Agreement in the year
                  in which the event of default arises.

         8.2      Nothing herein shall limit either party's liability for death
                  or personal injury arising from the proven negligence by
                  itself or its employees or agents.

         8.3      The Licensee shall fully indemnify PGS against any liability
                  to third parties or Licensees arising out of the Licensee's
                  use of the Deliverables.

         8.4      Neither party shall be liable for any delay or failure to
                  perform arising from circumstances outside its control.

9.       TERM AND TERMINATION

         9.1      This Agreement shall commence on the Commencement Date and
                  shall continue until three years from the Commencement Date
                  unless terminated sooner under the provisions hereunder.

         9.2      Either party may terminate this Agreement forthwith for any
                  one or more of the following reasons:

                  a.       upon a material breach by the other party of any part
                           of this Agreement which is incapable of remedy or
                           which, if capable of remedy, is not so rectified
                           within thirty (30) days; or

                  b.       upon an order being made for the purposes of
                           liquidation or bankruptcy of the other party (save
                           for the purposes of voluntary reconstruction or
                           amalgamation); or

                  c.       a change of control of the other party which the
                           first party views as material and/or adverse to its
                           own business.

         9.3      The Licensee's rights to the free and discounted Man Months
                  and discounted rates provided for in Appendix A to this
                  Agreement shall terminate in the event that:

                                       3
<PAGE>

                  (a)      PGS exercises its rights under Clause 3.4 of the Main
                           Agreement; or

                  (b)      PGS is released from those obligations in the
                           circumstances outlined in Clause 13.1 of the Main
                           Agreement; or

                  (c)      PGS is otherwise entitled to terminate the Main
                           Agreement.

         9.4      Termination shall be without prejudice to any other rights or
                  remedy which may have accrued prior to the termination.

10.      CONTINUATION

         The provisions as to confidentiality, liability and copyright shall
         continue in full force and effect for a period of three (3) years
         following termination or expiry of this Agreement for whatever reason.

11.      EMPLOYMENT OF PERSONNEL

         Subject to the prior written consent of PGS, during the term of this
         Agreement and for a period of twelve (12) months thereafter, the
         Licensee shall not employ or induce to employ, whether as an employee,
         agent, partner or consultant, any employee of PGS directly associated
         with this Agreement. The parties agree that a reasonable forecast of
         the damages arising from breaching this clause would be (and the
         Licensee agrees to pay) an amount equal to the annual salary for the
         employee as of the date of the breach of this clause as liquidated
         damages. PGS may also seek injunctive relief.

12.      NOTICES

         All notices shall be given in writing to persons at the locations
         specified in this Agreement or such other address as either party may
         designate by notice to the other. Notice sent by post shall be deemed
         to be delivered seventy-two (72) hours after posting.

13.      WAIVER

         Any waiver, concession or indulgence made by either party shall not be
         considered as a continuing waiver of its rights.

14.      ENTIRE AGREEMENT

         This Agreement contains the entire understanding between the parties
         hereto and supersedes all previous agreements between the parties. No
         other terms or conditions (including any written, given verbally or
         attached to any purchase order form, document or correspondence) shall
         be included or implied unless agreed upon in writing signed by an
         authorised officer or representative of each of the parties to this
         Agreement.

15.      TAXES

         PGS is responsible for accounting to the Inland Revenue and all other
         authorities for all taxes, insurance contributions and other
         liabilities, charges and dues for which PGS is liable. The Licensee
         shall not make any withholding from the fees payable hereunder unless
         so instructed by PGS.

16.      INDEPENDENCE

         Nothing within this Agreement creates any relationship between the
         parties and for the purposes of this Agreement, PGS is an independent
         contractor.

17.      ASSIGNMENT

                                       4
<PAGE>

17.1     This Agreement may not be assigned by either party without the prior
         written consent of the other party, such consent not to be unreasonably
         withheld.

17.2     The parties acknowledge that PGS may subcontract its obligations under
         this Agreement to PGS Reservoir (UK) Ltd or its successors or, if those
         companies are not available due to reasons of insolvency, a third party
         provider mutually agreeable to Licensee and provided that PGS remains
         primarily liable to the Licensee for the performance of the obligations
         hereunder.

18.      SEVERABILITY

         If any term of this Agreement shall be held to be invalid, illegal or
         unenforceable, the remaining terms or provisions shall remain in full
         force and effect and such invalid, illegal or unenforceable terms and
         provisions shall be deemed, ab initio, not to have been part of this
         Agreement.

19.      FORCE MAJEURE

19.1     The obligations of each party under this Agreement shall be suspended
         during the period and to the extent that that party is prevented or
         hindered from complying with them by any cause beyond its reasonable
         control including, but not limited to, an act of God, strikes, floods,
         fire, storm, failures of electrical or telephone supplies, change in
         the laws, rules, regulations or orders of any national or municipal or
         other governmental body, acts of war or terrorism, riots, civil
         disturbance or natural disasters.

19.2     In the event of either party being so hindered or prevented, the party
         concerned shall give notice of suspension as soon as reasonably
         possible to the other party stating the date and extent of the
         suspension and its cause. A party whose obligations have been suspended
         as aforesaid shall resume the performance of those obligations as soon
         as reasonably possible after the removal of the cause and shall so
         notify the other party. In the event that the cause continues for more
         than six (6) months the parties agree that this Agreement shall
         terminate automatically.

20.      HEADINGS

         All headings used in this Agreement are for convenience only and shall
         be disregarded for the purpose of any interpretation of this Agreement.

21.      GOVERNING LAW

         This Agreement shall be subject to and construed in accordance with the
         laws of England and Wales and the parties hereby submit to the
         exclusive jurisdiction of the English courts.

                                       5
<PAGE>

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
above written.

PGS Exploration (UK) Ltd                   NSNV, INC.

By ______________________  (Signed)        By ______________________  (Signed)

   ______________________  (Name)             ______________________  (Name)

   ______________________  (Title)            ______________________  (Title)

                                       6
<PAGE>

                                   APPENDIX A

                      TO THE CONSULTANCY SERVICES AGREEMENT

1. SERVICES (1)

Provision of one person for two (2) Man Months and appropriate computer hardware
and software in PGS Reservoir's (or their successor's) office in Maidenhead for
the provision of the Services.

The person to be provided shall depend on timing of commencement of work, but
such person shall be familiar with work undertaken on the mega merge. The person
may not necessarily be an active member of the current mega merge teams as there
is working in progress which needs to be completed during Q.1 2004.

This person shall be provided at no cost to Licensee.

2. SERVICES (2)

Provision of person or persons up to 6 Man Months on an at cost basis for such
person or persons based on actual costs for such persons, plus any appropriate
costs for computer hardware and software required for the work to be undertaken
for the Licensee. The scope of such work and persons required for such work are
not defined at present, but shall be defined by Licensee and costs agreed
between the parties before commencement of work. The location of the work to be
undertaken shall also be agreed in advance by the parties.

The person or persons shall depend on the manpower and timing requirements of
Licensee provided that the person or persons to be provided shall be familiar
with work undertaken on mega merge.

3. SERVICES (3)

Any services requested during the Term outside the scope of items 1 and 2 above
shall be provided to the Licensee at the more favourable price to the Licensee
of (i) at a discount of 3.5 to 5% of PGS's usual rates depending on the type of
service or (ii) Preferred Terms as defined in Schedule B of the Main Agreement.

                                       7
<PAGE>

                                                                  EXECUTION COPY

                                   SCHEDULE C

                                LICENCE AGREEMENT

                  FOR USE OF NORTH SEA MEGA MERGE SEISMIC DATA

                          LICENCE AGREEMENT NO: 2003-45

THIS AGREEMENT is made this 16th day of December 2003 between

(1)      PGS EXPLORATION (UK) LTD, a company registered in England having its
         Registered Office at PGS Court, Halfway Green, Walton-on-Thames,
         Surrey, KT12 1RS (hereinafter referred to as "PGS"); and

(2)      NSNV, INC. a corporation organized under the laws of the State of
         Texas, United States of America, having its offices at 1001 Fannin,
         Suite 1700, Houston, Texas 77002 (hereinafter referred to as
         "Licensee").

ARTICLE 1 - DEFINITIONS

For the purpose of this Agreement, the following definitions shall apply:

1.1      "AFFILIATE" shall mean any company or other entity controlled by, in
         control of or under common control with a Party hereto. For the purpose
         of this definition, "control" shall mean the right to exercise directly
         or indirectly the vote of more than 50% (fifty percent) of the voting
         shares in such company or corporation in issue from time to time and/or
         the right to control the composition of the board of directors of such
         a company or corporation.

1.2      "AGREEMENT" means this agreement together with all its enclosures and
         appendices as amended, modified or supplemented from time to time.

1.3      "BONA FIDE GROUP" means a group of two or more companies or other
         entities having a contractual agreement to jointly explore, lease or
         develop defined geographical area(s) of exploration interest.

1.4      "COMMENCEMENT DATE" means 16 December 2003.

1.5      "CONSULTANT" means a Third Party (whether individual, company or other
         entity) engaged by The Licensee to interpret, reprocess or make other
         technical studies of the Data.

1.6      "DATA" means the proprietary geophysical and/or geological information
         known as the North Sea Mega Merge Seismic Data over the geographical
         area defined in Schedule F of the Main Agreement including but not
         limited to the seismic data, the interpretation thereof together with
         any such information regarding concepts or leads identified during the
         course of the interpretation.

1.7      "GROUP MEMBER" means a company or other entity being a member of a Bona
         Fide Group.

1.8      "LICENSED DATA" means the Data licensed under this Agreement pursuant
         to a request under Clause 2.2.

1.9      "MAIN AGREEMENT" means the agreement between the Licensee and PGS
         entered into on the same date as this Agreement.

<PAGE>

1.10     "NORTH SEA PARTICIPANT" means one or more of the following companies as
         well as their Affiliates and their successors:

        BP                                 GDF
        Conoco Phillips                    Total
        Chevron Texaco                     ENI
        Amerada Hess                       BG
        Kerr McGee                         Petro-Canada
        Marathon                           CNR
        Norsk Hydro                        Maersk
        Shell                              Wintershall
        Exxon Mobil                        RWE
        Statoil                            Murphy
        Centrica                           Encana
        Paladin                            Noble
        ATP                                Perenco
        Talisman

1.11     "OPTIONAL DELIVERY ITEMS" means in respect of Licensed Data those items
         identified in Appendix B as Optional Delivery Items for that part of
         the Data.

1.12     "OWNER" means any person, firm or company by whom PGS has been granted
         a licence to use any of the Data (not being Data owned by PGS);

1.13     "PGS COMPETITOR" means a company or an Affiliate of a company that, as
         all or a significant part of its business, licences to others, acquires
         or processes seismic data or provides consultancy services relating to
         seismic data.

1.14     "PGS PROPRIETARY DATA" means that part of the Data owned by PGS or its
         Affiliates (not open file or brokered data).

1.15     "PARTY" means each of the parties to this Agreement.

1.16     "REQUEST" means a request to licence Data in the form set out in
         Appendix A made in accordance with Clause. 2.2 of this Agreement.

1.17     "STANDARD DELIVERY ITEMS" means in respect of Licensed Data those items
         identified in Appendix B as Standard Delivery Items for that part of
         the Data.

1.18     "THIRD PARTY" means an individual, a partnership, a company or other
         entity not being a Party to this Agreement.

ARTICLE 2 - GRANT OF RIGHTS

2.1      PGS grants to the Licensee, subject to the terms and conditions of the
         Agreement, and upon delivery of the requested Data following a Request
         in accordance with Clause 2.2 the non-exclusive use of and access to
         the requested Data for the sole purpose of evaluating the hydrocarbon
         potential of the geographical area to which the requested Data refer or
         of any other geographical area adjoining such area. The Data and any
         information derived therefrom shall solely be used for the Licensee's
         internal purposes.

2.2      The Licensee may exercise its right to license Data by serving a
         Request on PGS requesting delivery of all or portions of the Data. Each
         Request shall specify the geographical area to which the requested Data
         relates and shall be in the form set out in

                                       2
<PAGE>

         Appendix A. The scope of the licence granted shall only extend to that
         part of the Data which covers the geographical area specified in the
         Request. The requested Data shall be deemed licensed to the Licensee
         when PGS acknowledges receipt of the Request by countersigning the
         Request, such acknowledgement not to be delayed or withheld.

ARTICLE 3 - DELIVERY OF DATA

3.1      The Licensee is entitled to receive upon request at any time and from
         time to time from PGS under this Agreement the Licensed Data in the
         formats set out in Appendix B. PGS shall invoice Licensee for any
         applicable additional charges as set out in Appendix B.

3.2      The Licensee shall be entitled under this Agreement to request
         additional copies of the Licensed Data and extra products and services
         relating to the Licensed Data for which an additional charge will
         become payable to PGS, details of which are set out in Appendix B.

3.3      At the request of the Licensee, PGS shall deliver requested Data to the
         Licensee and such Data will be received by the Licensee subject to the
         terms and conditions of this Agreement.

3.4      Licensed Data delivered to the Licensee under the Agreement unless
         otherwise agreed shall be delivered in duplicate to Licensee's offices
         in London and Houston and shall be accompanied by a transmittal letter
         or delivery form which shall describe in detail the content and form of
         the Licensed Data, such as but not limited to, the 3D area, in-line(s),
         cross-lines and type of data delivered.

3.5      Where delivery of Licensed Data is made by PGS in usual tape format
         Licensee shall reimburse PGS the expense of the tangible carrier for
         the second copy only. Where delivery is requested on any other media
         (for example hard drive) Licensee shall provide the media to PGS or
         agree to reimburse PGS for the actual cost of the requested media for
         all copies.

3.6      PGS shall use its bests efforts to deliver Licensed Data within such
         period as is reasonable considering the volume and format of the
         Licensed Data requested.

ARTICLE 4 - AVAILABILITY OF DATA

4.1      PGS undertakes for a period of 5 YEARS from the Commencement Date, to
         store the original Data in London, provided that the Data are owned by
         PGS. During this period copies of the Licensed Data shall be available
         for Delivery to the Licensee in accordance with the terms of this
         Agreement.

4.2      Where PGS itself stores the Data, PGS shall ensure that such Data are
         stored in accordance with industry practice from time to time. Where
         PGS procures the storage of the Data by a Third Party PGS shall use its
         reasonable endeavours to ensure that such Third Party is equipped to
         store such Data in accordance with industry practice from time to time.
         Save as otherwise provided herein PGS shall have no liability in
         respect of any loss of or damage to the Data howsoever caused during
         storage.

4.3      If PGS should continue to store the Data after the expiration of the
         said 5 YEARS period, the Licensee shall be entitled to deliveries of
         copies of the Licensed Data in accordance with the terms of this
         Agreement for so long time as the Data are stored by PGS. PGS gives no
         warranty in respect of the storage of the Data after the expiration of
         such 5 YEAR period referred to above and accordingly PGS shall have no
         liability whatsoever and howsoever caused in respect of any loss of or
         damage to the Data. If after the expiry of the five year period
         referred to above PGS decides to terminate storage of Data owned by
         PGS, the Licensee will be given 60 days' written notice to this effect
         to provide time for the Licensee to request PGS to supply further
         copies of the Data at the Licensee's expense and on the terms of this
         Agreement prior to such termination taking place.

                                       3
<PAGE>

ARTICLE 5 - PRICE AND PAYMENT CONDITIONS

5.1      The price to be paid by the Licensee (the Licence Fee) shall be as set
         forth in the Main Agreement, except the Uplift Payments and additional
         charges which are described in Articles 5.2 -5.5 herein.

5.2      Uplift Payments as set out in Appendix C shall be due to be paid to PGS
         by the Licensee in the event that the Licensee or any of its Affiliates
         has or gets a joint contractual or equity interest in any licence
         covering all or part of a geographical area covered by PGS Proprietary
         Data.

5.3      The costs set out in Schedule B are inclusive of all other expenses if
         applicable relating to the production and delivery of those items
         including expenses for tape copying, handling, reproduction, splicing,
         freight and insurance if applicable except as provided for in Article
         3.5.

5.4      PGS will issue invoices to the Licensee for any additional costs and
         expenses not covered by the Licence Fee upon confirmation and
         acceptance of the Licensees order.

5.5      Except as otherwise provided for in this Agreement, payment shall be
         made by The Licensee within 30 days following the date of the invoice
         to PGS Bank Account as stated in the invoice. Interest shall be charged
         on late payments at the annual rate of LIBOR plus three (3) per cent
         from the date of the invoice until payment in full regardless of
         whether proceedings have been commenced.

ARTICLE 6 - OWNERSHIP OF THE DATA

6.1      The Licensee acknowledges that the Data are a valuable intellectual
         property right and trade secret of PGS or of the Owner and that title
         to, ownership rights and intellectual property rights in, such Data
         shall at all times remain in PGS or the Owner. The Licensee
         acknowledges that it is acquiring under the terms hereof, only the
         non-exclusive right to utilise the Licensed Data, as provided herein,
         and PGS shall have the right at any time to license the Data to Third
         Parties on terms to be decided by PGS, except as otherwise set forth
         herein or in the Main Agreement. The Licensee shall in no event
         disclose or transfer the Licensed Data or any information derived
         therefrom to Third Parties, except as may be specifically provided in
         this Agreement.

ARTICLE 7 - REPRESENTATIONS, WARRANTIES AND INDEMNITIES

7.1      PGS represents and warrants that (i) it has the right to license to the
         Licensee the Data licensed under this Agreement, (ii) Licensing and
         Delivery of the Licensed Data to the Licensee does not and will not
         infringe on any copyright or any trade secrets of any third party and
         (iii) the execution and delivery of this Agreement and performance
         hereunder shall not violate any law, rule or regulation or any
         contracts or agreements by any member of the PGS Group with Third
         Parties.

7.2      PGS agrees to indemnify, defend and hold harmless the Licensee
         (including reasonable attorneys' fees and costs of defence) from and
         against claims, causes of action, losses, liabilities and legal
         proceedings brought against the Licensee claiming infringement of a
         patent by PGS in its performance of its obligations hereunder, provided
         the Licensee notifies PGS promptly in writing of any such infringement
         claim against it and gives PGS such authority, information and
         assistance, at the expense of PGS, as PGS may request in defence of
         such proceedings and provided further that the Licensee shall not
         compromise, settle or negotiate or make any statement prejudicial to
         the defence or settlement of any such claim and shall permit PGS to
         take over at PGS's expense the conduct of any such

                                       4
<PAGE>

                  provided further that this indemnity shall not apply to any
                  claim or award against the Licensee which arises directly or
                  indirectly, as a result of PGS in performing its obligations
                  using any equipment, technology, designs, know-how or
                  information supplied by the Licensee or following any
                  directions of the Licensee.

         7.3      PGS agrees to indemnify, defend and hold the Licensee harmless
                  (including reasonable attorneys' fees and costs of defence)
                  from and against claims, causes of action, losses, liabilities
                  and legal proceedings brought against the Licensee by any
                  Third Party or employees of PGS arising out of or related to
                  the conduct by PGS of its operations in acquiring and
                  processing the Data licensed to the Licensee hereunder,
                  provided the Licensee notifies PGS promptly in writing of any
                  such claim against it and gives PGS such authority,
                  information and assistance (at PGS's expense) as PGS may
                  request for the defence of such proceedings and provided
                  further that the Licensee shall not compromise, settle or
                  negotiate or make any statement prejudicial to the defence or
                  settlement of any such claim and shall permit PGS to take over
                  at PGS's expense the conduct of any such proceedings and
                  provided further that this indemnity shall not apply to any
                  claim or award against the Licensee which arises directly or
                  indirectly as a result of PGS in performing its obligations
                  hereunder using any equipment, technology, designs, know-how
                  or information supplied by the Licensee or following any
                  directions of the Licensee.

         7.4      The Licensee shall indemnify, defend and hold PGS and/or the
                  Owner harmless in respect of any loss or damage suffered by
                  PGS and/or the Owner as a result of any breach of this
                  Agreement by the Licensee. PGS shall indemnify, defend and
                  hold the Licensee harmless in respect of any loss or damage
                  suffered by the Licensee as a result of any breach of this
                  Agreement by PGS.

         7.5      PGS represents and warrants that so far as PGS is aware but
                  without having conducted any investigations of any Third Party
                  the Data provided to the Licensee hereunder has been acquired
                  and processed in accordance with applicable laws, rules and
                  regulations and accepted practices of the geophysical
                  profession. Notwithstanding anything else contained herein,
                  the Licensee acknowledges and accepts that the Data licensed
                  under this Agreement are being supplied "as is", and PGS makes
                  no representation or warranty, express or implied, of any kind
                  regarding the quality or reliability of the Data nor their
                  fitness for any particular use or purpose and all warranties,
                  conditions or other terms implied by statute or common law are
                  excluded to the fullest extent permitted by law.

         7.6      If wrong or faulty copies of Licensed Data are delivered by
                  PGS, PGS shall as soon as possible see that the copies are
                  replaced by correct copies, and PGS shall have no further
                  liability in respect of the delivery of wrong or faulty
                  copies.

         7.7      PGS makes no guarantee representation or warranty that any
                  licences, leases or concessions for areas covered by the Data
                  will be granted to the Licensee or other exploration activity
                  will be authorised for the area covered by the Data by any
                  government entity or other Third Party, and any implied
                  representation to that effect is hereby expressly negated.

         7.8      Notwithstanding anything else contained herein, PGS shall in
                  no event be liable to the Licensee for punitive, indirect,
                  incidental or consequential damage or loss and/or for any
                  business interruption, loss of production, loss of product,
                  loss of use, loss of revenue, profit, anticipated product or
                  business opportunity resulting from or arising out of the
                  performance or non performance of this Agreement or the use by
                  the Licensee of the Data or out of any representation (unless
                  made fraudulently) or any implied warranty, condition or other
                  term, or any duty at common law, whether in any case caused by
                  the negligence or breach of statutory duty of PGS, its
                  employees or agents or otherwise howsoever arising. Nor shall
                  PGS be liable for any costs related to the use of the Data,
                  e.g. costs regarding format conversions for specific uses.

                                        5

<PAGE>

         7.9      The Licensee shall inform the PGS on becoming aware of any
                  actual attempted or suspected abuse of the Data or of any
                  allegation or complaint made by a Third Party that the use of
                  the Data in accordance with the terms of the Agreement
                  infringes the rights of that Third Party.

         7.10     The obligations under this Article 7 shall survive the
                  termination of this Agreement.

         ARTICLE 8 - CONFIDENTIALITY

         8.1      The Licensee agrees that all Data acquired and obtained under
                  the terms of this Agreement are intended for its sole use, and
                  that all such Data and any information derived therefrom shall
                  be kept and remain confidential and shall not be divulged,
                  transferred, sold or otherwise disposed of without the prior
                  written consent of PGS, except as specifically provided in
                  this Agreement. The Licensee shall ensure that all of its
                  directors, officers or employees who have access to the Data
                  or any information derived therefrom are informed of the
                  obligations of confidentiality set out in this Agreement prior
                  to disclosing the same to them and that such directors,
                  officers and employees are bound by a general obligation of
                  confidentiality to The Licensee which extends to the Data and
                  any information derived therefrom. The Licensee shall enforce
                  such obligations in respect of the Data and any information
                  derived therefrom at its own expense at the request of PGS.

         8.2      The Licensee may at any time during the term of this Agreement
                  disclose and make the Licensed Data available to any Affiliate
                  of the Licensee for such Affiliate's sole use, provided that
                  prior to such disclosure Licensee shall inform PGS of the
                  identity of such Affiliate in writing and such Affiliate shall
                  agree:

                  (i)      to be bound by the terms of this Agreement to the
                           same extent as the Licensee provided always that such
                           Affiliate shall not be entitled to disclose the
                           Licensed Data or any information derived therefrom to
                           any of its Affiliates;

                  (ii)     that in the event such Affiliate should cease to be
                           an Affiliate of the Licensee, it shall immediately
                           cease use of the Licensed Data and any information
                           derived therefrom and all copies thereof shall
                           forthwith be returned to the Licensee or PGS;

                  (iii)    that on termination or expiry of this Agreement for
                           whatever reason such Affiliate shall immediately
                           cease use of the Licensed Data and any information
                           derived therefrom and all copies thereof shall
                           forthwith be returned to PGS;

         8.3      The Licensee hereby undertakes to procure that an Affiliate to
                  which Licensed Data is disclosed under Clause 8.2 shall comply
                  with the provisions of this Clause 8 and the Licensee shall
                  indemnify and keep indemnified PGS from and against all and
                  any losses, costs, damages and expenses (including, without
                  limit, legal costs and expenses) that PGS may suffer or incur
                  arising as a direct or indirect result of any breach by such
                  Affiliate of such provisions.

         8.4      If an Affiliate to which Licensed Data is disclosed under
                  Clause 8.2 is at the date of disclosure of the Licensed Data
                  or any information derived therefrom or at any time thereafter
                  during the term of this Agreement becomes itself the holder of
                  a licence or becomes a Group Member of any Bona Fide Group
                  which has been awarded a licence in respect of any area to
                  which the Licensed PGS Proprietary Data relates, the Licensee
                  shall be liable to pay to PGS the Uplift Payments in
                  accordance with Appendix C.

                                        6

<PAGE>

         8.5      The Licensee may disclose and make the Licensed Data available
                  to a Consultant, provided that the Consultant agrees to the
                  following:

                  (i)      that the work performed by the Consultant in
                           connection with the Licensed Data shall be for the
                           sole benefit of the Licensee;

                  (ii)     to maintain in the strictest confidence and not
                           disclose the Licensed Data or the results of the
                           Consultant's work or any information derived
                           therefrom to any Third Party;

                  (iii)    that the Consultant shall not retain any copies of
                           the Licensed Data or any information derived
                           therefrom and upon completion of his work shall
                           deliver all copies thereof to the Licensee;

                  (iv)     that the Consultant shall not use the information
                           obtained for his own commercial purposes or those of
                           any Third Party;

                  and the Licensee shall procure that the Consultant shall
                  comply with such provisions and the Licensee shall indemnify
                  and keep indemnified PGS from and against all and any losses,
                  damages, costs and expenses (including, without limit, legal
                  costs and expenses) suffered or incurred by PGS directly or
                  indirectly as a result of any breach by the Consultant of such
                  provisions.

         8.6      The Licensee may disclose and make available to government
                  agencies having competent authority or jurisdiction in the
                  areas concerned, such copies of the Licensed Data which are
                  required to be disclosed by the respective agencies provided
                  always that prior to making any such disclosure the Licensee
                  shall first consult with PGS and shall have due regard to the
                  views and opinions of PGS in making any such disclosure.

         8.7      Subject always to Article 9 hereof, the Licensee may disclose
                  and make the Licensed Data available to the Group Members of a
                  Bona Fide Group of which the Licensee is a member.

         8.8      The Licensee may show limited amounts of Licensed Data solely
                  for presentation purposes to prospective joint venturers or
                  prospective assignees of the Licensee with respect to
                  petroleum exploration and production rights in the survey area
                  to which the Licensed Data relates, provided that such
                  prospective joint venturers and prospective assignees agree to
                  keep the same confidential and provided further that the
                  Licensee shall not give copies of Licensed Data to or allow
                  copying of Licensed Data by such prospective joint venturers
                  or assignees. For the avoidance of doubt the Licensee shall
                  not be entitled to make any such Data available to such
                  persons by any electronic means including without limitation
                  by including the same on any web-site or other Internet
                  presence or by making the same available over the Internet,
                  the worldwide web or any other electronic delivery system or
                  computer network; however, Licensee shall be allowed to make
                  limited amounts of the Licensed Data available to such persons
                  on computer workstations or similar equipment in Licensee's
                  offices for presentation and evaluation purposes only, subject
                  to the terms of this Clause. These obligations of the Licensee
                  shall also apply in cases where the Licensee is selling or
                  transferring his business activities and/or his assets
                  relating to Licensed Data, partly or in whole, to a Third
                  Party. The Licensee shall procure that any such prospective
                  joint venturer, assignee or Third Party complies with such
                  obligations of confidence. Except as otherwise provided, in
                  order to obtain any additional access to the Licensed Data,
                  the prospective joint venturer, assignee or Third Party must
                  purchase a Licence from PGS at the appropriate price.

         8.9      The Licensee may disclose and provide copy of the Licensed
                  Data to other parties, subject to written agreement by PGS,
                  provided that such other parties agree to keep such Licensed
                  Data within the confidentiality obligations herein.

                                        7

<PAGE>

         8.10     If Licensed Data delivered under the Agreement are reprocessed
                  by or for the Licensee, the confidentiality terms contained
                  herein shall apply to the results of the reprocessing and the
                  information derived therefrom. Magnetic media and hard copies,
                  resulting from reprocessing, shall be marked by such notice as
                  PGS may require from time to time. Without prejudice to the
                  generality of the foregoing on the termination or expiry of
                  this Agreement for whatever reason The Licensee shall
                  immediately cease to make any use of such reprocessed Data or
                  the information derived therefrom and shall at the option of
                  PGS, either destroy or return to PGS such reprocessed Data and
                  all copies of any information derived therefrom.

         8.11     The Licensee shall not divulge any of PGS's proprietary
                  working practices "know-how" or other confidential information
                  relating to PGS or its business to any Third Party except
                  pursuant to the extent permitted under Articles 8.2, 8.5 and
                  8.6 and in any event only as may be strictly necessary. Any
                  such disclosure of such proprietary working practices,
                  "know-how" or confidential information shall only be made on
                  condition that the recipient of such information agrees in
                  writing to keep the same strictly confidential in terms
                  reasonably acceptable to PGS provided always however that this
                  clause shall not apply in respect of information which is
                  already in the public domain otherwise than as a result of any
                  breach by the Licensee of this Article.

         ARTICLE 9 - BONA FIDE GROUP

         9.1      In the event that the Licensee is or becomes a member of a
                  Bona Fide Group whose interests include part or the whole of
                  the area covered by Licensed Data delivered under this
                  Agreement, The Licensee shall:

         (a)      notify PGS of the identity of the other Group Members;

         (b)      pay the Uplift Payment in accordance with Clause 5.2 if
                  applicable to PGS Proprietary Data.

         9.2      The Licensee may disclose and make copies of the Licensed Data
                  and information derived therefrom available to the other Group
                  Members subject to the Licensee having complied with its
                  obligations under Clause 9.1 and procuring that the other
                  Group Member(s) agree to comply with the terms of this
                  Agreement and shall confirm this in writing to PGS in such
                  terms as PGS may request.

         9.3      Subject to the Licensee having paid any applicable Uplift
                  Payment due under Clause 9.1, a Group Member with whom the
                  Licensee has entered into a joint venture or other contractual
                  arrangement providing for joint contractual or equity
                  interests in all or part of any license covered by the
                  Licensed Data shall be entitled to receive from PGS a license
                  to the relevant Licensed Data at no additional charge, where
                  the Group Member complies with the requirements set out in
                  Article 9.3(i) and 9.3(ii) below or, where applicable on open
                  file or brokeraged data, subject to that Group Member having
                  paid an amount to PGS equivalent to any brokerage payment that
                  PGS may be liable to pay to a third party in respect of
                  granting such a licence to the Group Member. The licence
                  granted by PGS to Group Member will include data over the
                  equity licence acreage, plus a reasonable (approximate 2 km)
                  periphery.

                  (i)      where the licence is a UKCS licence, such Group
                           Member has not held an interest in more than 2
                           licences in the area covered by the Data prior to the
                           UK's 21st licensing round or

                  (ii)     where the licence is a Norway licence, such Group
                           Member does not currently hold an equity licence in
                           Norway as of the Commencement Date.

                                        8

<PAGE>

         9.4      A Group Member which has been given access to the Data or any
                  information derived therefrom in accordance with the
                  provisions of this Article, shall have the same rights and
                  obligations related to the use of the Licensed Data or such
                  information as the Licensee has under this Agreement.

         9.5      The liability hereunder of the Licensee and any other Group
                  Members of a Bona Fide Group of which the Licensee is a member
                  shall be joint and several.

         9.6      The Licensee shall promptly inform PGS if a Group Member
                  should leave the Bona Fide Group. The leaving member and any
                  Affiliate thereof shall have no continuing right to make use
                  of the Licensed Data or any information derived therefrom
                  received under this Agreement unless it concludes a separate
                  licence agreement with PGS and pays the licence fee in full
                  according to current price lists prevailing at such time. If
                  such agreement with PGS is not concluded, the Licensee shall
                  ensure that all copies of the Licensed Data and any
                  information derived therefrom which the leaving member or any
                  Affiliate thereof may have received under this Agreement are
                  returned forthwith to PGS. For the avoidance of doubt, where a
                  Bona Fide Group of which the Licensee is a member ceases to
                  exist, whether as a result of the termination or expiry of any
                  agreement relating to the creation of such Bona Fide Group or
                  otherwise howsoever, all Group Members of such Bona Fide Group
                  at such time (other than the Licensee) shall be deemed to have
                  left the Bona Fide Group and accordingly shall be regarded as
                  leaving members under this Article 9.6.

         9.7      If the leaving member should leave the Bona Fide Group prior
                  to a licence round for which the Licensed Data have been
                  licensed by the Bona Fide Group and the leaving member elects
                  not to continue use of the Licensed Data under a separate
                  licence agreement with PGS, then the Licensee shall ensure
                  that all copies of the Licensed Data and any information
                  derived therefrom are returned to PGS and the information
                  derived therefrom.

         ARTICLE 10 - TERM AND TERMINATION

         10.1     This Agreement shall be in effect from the Commencement Date
                  and shall continue in effect for an indefinite period of time
                  until it is terminated according to the provisions contained
                  in this Article or by mutual agreement between the Parties.

         10.2     This Agreement shall terminate in the event that the Licensee
                  fails to comply with its obligations under the Main Agreement,
                  and such failure continues for a period of five (5) Working
                  Days after written notice of such failure from PGS. For the
                  avoidance of doubt and without prejudice to the generality of
                  the foregoing, it is acknowledged and agreed that this
                  Agreement shall automatically terminate in the circumstances
                  set out in Clause 3.9 of the Main Agreement.

         10.3     Either Party may by notice in writing to the other Party
                  terminate this Agreement with immediate effect if:

                  (i)      the other Party should fail to comply with any
                           material term or provision of this Agreement and such
                           breach or default of this Agreement is not remediable
                           or not remedied within 30 days after receipt of
                           written notice of such breach or default from the
                           non-defaulting Party.

                  (ii)     the other Party commits a persistent breach of this
                           Agreement (and for the purposes hereof a persistent
                           breach shall be a breach which is committed more than
                           three (3) times in any six (6) month period in
                           respect of which written notice is given each such
                           time by the Party not in default); or

                                        9

<PAGE>

                  (iii)    the other Party goes into liquidation either
                           compulsory or voluntary (save for the purpose of a
                           bona fide solvent reconstruction or amalgamation) or
                           if a receiver or manager is appointed in respect of
                           the whole or any part of its assets or if any
                           resolution is passed for the voluntary liquidation of
                           the other Party or if any petition is presented to
                           any court of competent jurisdiction for the
                           compulsory liquidation of the other Party or if any
                           petition is presented to any court of competent
                           jurisdiction for the administration of the other
                           Party pursuant to Part II of the Insolvency Act 1986
                           or if the other Party proposes any voluntary
                           arrangement pursuant to Part I of the Insolvency Act
                           1986 or if any arrangement, scheme of arrangement or
                           compromise or composition is proposed with the
                           general body of creditors of the other Party or any
                           part of the same or if the other Party makes an
                           assignment for the benefit of or composition with its
                           creditors generally or threatens to do any of these
                           things or if the other Party shall become insolvent
                           by reason of its inability to pay its debts as they
                           fall due or if anything analogous to the forgoing
                           occurs in any relevant jurisdiction.

         10.4     Upon termination of this Agreement all use, whether by The
                  Licensee, any Affiliate of The Licensee, any Consultant or any
                  Group Member, of the Data licensed hereunder and any material
                  or information derived therefrom shall immediately cease and
                  all copies of such Data in the possession or control of such
                  persons shall forthwith be returned by the Licensee to PGS and
                  all copies of any material or information derived therefrom
                  shall forthwith be destroyed.

         10.5     All provisions of this Agreement which in order to give effect
                  to their meaning need to survive its termination including
                  without limitation the Licensee's obligations with respect to
                  confidentiality and the provisions of Articles 6, 7 and 8
                  shall remain in full force and effect thereafter. Termination
                  of this Agreement shall not affect the rights of the Parties
                  to payment hereunder accrued up to the date of termination.

         10.6     The foregoing rights of termination shall apply
                  notwithstanding any assignment, novation, transfer or other
                  grant of rights whatsoever (whether or not permitted hereunder
                  or approved by PGS) and the above provisions shall be binding
                  on any successor, assign or sub-licensee of the rights of the
                  Licensee hereunder.

         ARTICLE 11 - CHANGE OF CONTROL

         11.1     PGS shall be entitled to terminate this Agreement forthwith by
                  notice in writing to the Licensee if any change occurs in the
                  control of the Licensee or any holding company of the
                  Licensee, or any assignee of the Licensee as provided in
                  Article 12, whether by virtue of any merger, acquisition,
                  consolidation, buy-out or otherwise howsoever, unless:

                  (i)      PGS has given its prior written consent to such
                           change of control and the Licensee and Third Party
                           has complied with any conditions attached to that
                           consent; or

                  (ii)     the successor who acquires control is not a PGS
                           competitor and Licensee within thirty (30) days after
                           such change of control pays to PGS, the fee which
                           would be payable by a third party for licensing the
                           Data up to a limit of USD 2.25 million
                           (USD2,250,000); or

                  (iii)    a one time change of control occurs as part of the
                           Vespa Arrangements (as defined in the Main
                           Agreement), or

                  (iv)     there is a one time change of control which occurs
                           after the Vespa Arrangements and PGS has not issued a
                           Put Notice under Clause 3 of the Main Agreement, and
                           which occurs within three (3) years of the
                           Commencement Date, and the successor who acquires
                           control is not a PGS Competitor or a North Sea
                           Participant.

                                       10

<PAGE>

         11.2     Licensee shall in any event notify PGS in writing of any
                  change in control of the Licensee or its holding company or
                  their permitted assignees to whom rights have been assigned
                  under Article 12 no later than seven (7) days after such
                  change taking place and any regulatory restrictions on such
                  notification being made having expired.

         11.3     For the purpose of this Article, "control" in relation to a
                  company or corporation shall mean the right to exercise
                  directly or in directly the vote in a general meeting of more
                  than 50 per cent of the voting shares in such company or
                  corporation in issue from time to time and/or the right to
                  control the composition of the board of directors of such
                  company or corporation and "holding company" shall have the
                  meaning ascribed thereto by Section 736 Companies Act 1985.

         11.4     Nothing in this Clause shall affect PGS's rights to terminate
                  this Agreement under or pursuant to Clause 10.2.

         ARTICLE 12 - ASSIGNMENT

         12.1     The Licensee may not assign or transfer any of its rights or
                  obligations hereunder, except as expressly authorised herein.

         12.2     The rights of the Licensee granted by this Agreement may not
                  be transferred without the prior written consent of PGS. PGS's
                  consent will not be delayed or refused for:

         (a)      a single one time assignment to an entity that acquires all or
                  substantially all of the business or assets of the Licensee
                  which occurs after the Vespa Arrangements and PGS has not
                  issued a Put Notice under Clause 3 of the Main Agreement, and
                  which occurs within three (3) years of the Commencement Date,
                  and the assignee is not a PGS Competitor or a North Sea
                  Participant;

         (b)      an assignment to Vespa or any of its Affiliates, provided that
                  the Licensee shall procure that the entity to whom Licensee
                  assigns its rights under this Agreement shall agree to assign
                  such rights back to Vespa immediately prior to ceasing to be
                  an Affiliate of Vespa.

         12.3     A transfer of the right to use the Licensed Data shall not
                  release the Licensee from obligations under this Agreement
                  including its obligations to pay Uplift Payments and in the
                  event the entity to which the Data is transferred or its
                  Affiliates is or becomes the holder of an exploration or
                  production licence in an area covered by PGS Proprietary Data
                  or becomes a Group Member of a Bona Fide Group that holds or
                  has an interest in an exploration or production licence over
                  an area covered by such Data.

         12.4     Except as otherwise authorised herein, this Agreement shall
                  not be construed as granting to the Licensee a right to assign
                  or transfer this Agreement to a Third Party with whom the
                  Licensee has agreed to sell or transfer all or a portion of
                  its petroleum exploration assets and/or business operations
                  unless Licensee, unless such Third Party is not a PGS
                  Competitor and within thirty (30) days after such assignment
                  Licensee pays to PGS, a transfer fee equivalent to the then
                  current fee which would be payable by a third party for
                  licensing the Data up to a limit of USD2.25 million
                  (USD2,250,000).

         12.5     PGS may assign or transfer its rights and obligations
                  hereunder, wholly or in part, to any of its Affiliates;
                  however, PGS shall remain primarily liable for its obligations
                  hereunder if such assignment or transfer is made without the
                  prior written consent of Licensee. Such assignment shall
                  always be notified to Licensee in writing, covering the
                  Licence Agreement valid at the time of Assignment.

                                       11

<PAGE>

         ARTICLE 13 - NOTICE

         13.1     Any notice required or permitted to be given under this
                  Agreement shall be in writing and shall either be delivered
                  personally or sent by recognised courier service or by
                  pre-paid registered mail or by facsimile (telefax)
                  transmission to the Parties as follows:

                  To:      PGS Exploration (UK) Ltd
                           PGS Court
                           Halfway Green
                           Walton-on-Thames
                           Surrey
                           KT12 1RS

                           Tel.: +44 (0)1932 26 00 01
                           Fax: +44 (0)1932 26 65 12

                  To:      NSNV, Inc.
                           1001 Fannin, Suite 1700
                           Houston, Texas 77002
                           United States

                           Tel.: (713) 307-8700
                           Fax: (713) 307-8794

                  or to such other addresses as either of the Parties may from
                  time to time designate by notice in writing to the other
                  Party.

         13.2     A notice given hereunder shall be deemed to have been received
                  by the Party as follows:

                  (i)      if personally delivered, at the time of delivery

                  (ii)     if delivered by courier, two days after the notice
                           was delivered to the courier

                  (iii)    if sent by pre-paid registered mail, four days after
                           the envelope containing the notice was delivered into
                           the custody of the postal authorities

                  (iv)     if sent by facsimile transmission, at the time of
                           transmission, provided always that a confirmation
                           copy is sent by pre-paid registered mail to the
                           relevant Party within 24 hours after transmission

         unless such date of deemed receipt is not a business day, in which case
         the date of deemed receipt shall be the next succeeding business day.
         In this Article "business day" shall mean any day (other than a
         Saturday or Sunday) on which banks in the territory in which the Party
         on whom notice is being served is situated are generally open for
         business.

         In proving such service, it shall be sufficient to prove that delivery
         was made to the Party or to the courier, or that the envelope
         containing the notice was properly addressed and delivered into the
         custody of the postal authorities as prepaid registered mail or that
         the facsimile transmission was properly addressed, transmitted and
         received as the case may be.

         ARTICLE 14 - FORCE MAJEURE

         14.1     If a Party is prevented or delayed in the performance of any
                  of its obligations under this Agreement by force majeure, and
                  if it gives written notice thereof to the other Party

                                       12

<PAGE>

                  specifying the matters constituting force majeure, together
                  with such evidence as it reasonably can give and specifying
                  the period for which it is estimated that such prevention or
                  delay will continue then the Party giving notice shall be
                  excused the performance or the punctual performance, as the
                  case may be (except for the payment of money) of such
                  obligations from the date of such notice and for so long as
                  such cause or prevention or delay shall continue.

         14.2     For the purposes of this Agreement "force majeure" shall be
                  deemed to be any cause affecting any performance of this
                  Agreement arising from or attributable to acts, events,
                  omissions or accidents beyond the reasonable control of a
                  Party and without limiting the generality thereof shall
                  include the following:

                  14.2.1   strikes, lockouts or other industrial actions;

                  14.2.2   civil commotion, riots, invasions, war, threat or
                           preparation for war;

                  14.2.3   fire, explosion, storm, flood, earthquake,
                           subsidence, epidemic or other natural physical
                           disaster.

         ARTICLE 15 - WAIVER

         15.1     The rights herein given to either Party may be exercised from
                  time to time, singularly or in combination, and the waiver of
                  one or more of such rights shall not be deemed to be a waiver
                  of such right in the future or of any one or more of the other
                  rights which the exercising Party may have.

         15.2     The failure of either Party to insist upon the strict
                  performance by the other Party of any term, provision or
                  condition of this Agreement shall not be construed as a waiver
                  or relinquishment in the future of the same or any other term,
                  provision or condition hereof.

         ARTICLE 16 - SEVERABILITY

         16.1     If due to a change in any applicable law or due to a decision
                  or any other act by any competent authority, one or more terms
                  or provisions of this Agreement can no longer be enforced or
                  an amendment of one or more of the provisions of this
                  Agreement is required, the Parties agree that they shall
                  endeavour to find an alternative solution approaching as near
                  as possible the contractual situation existing prior to such a
                  change, decision or act.

         16.2     If one or more provisions of the Agreement are determined to
                  be invalid or unenforceable, the remaining provisions shall
                  not be affected thereby, and the Agreement shall be
                  administered as though the invalid or non enforceable
                  provisions were not a part of the Agreement.

         ARTICLE 17 - ENTIRE AGREEMENT, AMENDMENTS

         17.1     This Agreement and the Definitive Agreement constitute the
                  entire agreement of the Parties with respect to the subject
                  matter hereof and supersedes all prior or contemporaneous
                  written or oral understandings, agreements or representations
                  (including any made negligently but excluding any made
                  fraudulently) other than those contained herein. There are no
                  understandings or agreements relative to this Agreement that
                  are not fully expressed herein.

         17.2     No modification, amendment or addition to the Agreement shall
                  be valid and binding on the Parties, unless set forth in
                  writing and signed by the Parties.

                                       13

<PAGE>

         ARTICLE 18 - CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

         18.1     Subject to Article 18.3, the Parties intend that no provision
                  of this Agreement shall confer any benefit nor be enforceable
                  by any person who is not a party to this Agreement by virtue
                  of the Contracts (Rights of Third Parties) Act 1999.

         18.2     Subject to the remaining provisions of this Agreement,
                  Articles 2, 6, 7.4, 8, 9 and 10.3 are intended to be
                  enforceable by any Owner by virtue of the Contracts (Rights of
                  Third Parties) Act 1999.

         18.3     Notwithstanding Article 18.2, this Agreement may be rescinded,
                  amended or varied by the Parties to this Agreement without
                  notice to or the consent of any Owner.

         ARTICLE 19 - GOVERNING LAW, DISPUTES

         19.1     The Agreement shall be governed by and construed in accordance
                  with the laws of England and Wales.

         19.2     All disputes and differences that may arise out of or in
                  connection with the Agreement will be settled as far as
                  possible by means of negotiations and conciliation between the
                  Parties.

         19.3     In case of failure to reach an amicable settlement, any
                  dispute, controversy or claim arising out of or in any way
                  connected with this Agreement including any question regarding
                  its existence, validity or termination shall be conclusively
                  resolved by arbitration in London under the Rules of the
                  London Court of International Arbitration (LCIA) which Rules
                  are deemed to be incorporated by reference into this Article.

         19.4     The Parties agree to submit to the exclusive jurisdiction of
                  the courts of England and Wales for the purpose of any interim
                  relief from a court if necessary to prevent serious and/or
                  irreparable injury to that Party where the Licence Agreement
                  has been terminated and PGS considers it necessary to seek
                  relief from the Courts for the purpose of protecting it or the
                  Owner's proprietary interests in the Data.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
above written.

PGS Exploration (UK) Ltd                                   NSNV, INC.

By ______________________ (Signed)           By ______________________  (Signed)

   ______________________ (Name)                ______________________  (Name)

   ______________________ (Title)               ______________________  (Title)

                                       14

<PAGE>

                                   APPENDIX A

                             THE FORM OF THE REQUEST

                                 REQUEST NO [ ]

                                       TO

                          LICENCE AGREEMENT NO. 2003-45
                             DATED 16 DECEMBER 2003

                  FOR USE OF NORTH SEA MEGA MERGE SEISMIC DATA

                                     BETWEEN

                                    NSNV, INC
                                  (AS LICENSEE)

                                       AND

                            PGS EXPLORATION (UK) LTD

1. Regional Area requested :
( Area in sq. km ( approx. ) )

3. Deliverables            :
( details to be inserted )

4. Maps attached           :

5. Other details           :

LICENSEE                                    PGS Exploration (UK) Ltd

By________________________ (Signed)         By__________________________(Signed)

__________________________ (Name)           ______________________________(Name)

__________________________ (Title)          _____________________________(Title)

__________________________ (Date)           _____________________________ (Date)

                                       15

<PAGE>

                                   APPENDIX B

                    INTERPRETATION DETAILS AND EXTRA PRODUCTS
                         AND DELIVERABLES TO BE SUPPLIED

PGS CNS UK MEGA SURVEY INTERPRETATION - STANDARD DELIVERY ITEMS

One copy of each of the following items is included as a Standard Delivery Item.

Price of additional copies of Standard Delivery Items are available on request.

<TABLE>
<CAPTION>

          ITEM                            FILE TYPE                      COMMENT               AVAILABLE
-------------------------            ------------------            --------------------       ------------
<S>                                  <C>                           <C>                        <C>
Seed Horizon Files                   ASCII XYZ                     Seed as picked             Q4
Autotracked Horizon Files            ASCII XYZ                     Raw ZAP @ 50m              Q4
ZMap TWT Grids                       ASCII XYZ                     100m Grid                  Q4
Well Locations                       XY                            IHS**                      Q4
Well Headers                         DBF                           IHS Access**               Q4
Formation Tops                       DBF                           IHS Time / Depth**         Q4
Field Outlines                       XY                            IHS **                     Q4
Structural Elements Map              CGM (paper print *)           1:500,000                  Q4
SEM Map + Field Outlines             CGM (paper print *)           1:500,000                  Q4
Time Structure Maps                  CGM                           1:500,000                  Q4
Quad Time Structure Maps             CGM                           1:200,000                  Q4
Interpretation Report                PDF                           Brief Overview             Q4
Regional Seismic Profiles            CGM (paper print *)           Interpreted profiles       Q4 / Q1 2004
</TABLE>

* One paper copy available on request, additional paper copies available at cost

** Details of IHS costs to be provided on request

Horizons - Primary (picked, autotracked     Horizons - Secondary (picked only)
and mapped)
                                            Top Balder Fm
Top Hordaland Gp                            Intra Chalk Unconformity(nr Top Hod)
Eocene Sand (Tay)                           Top Triassic
Top Sele Fm                                 Top Zechstein Gp
Top Chalk Gp
Top Plenus Marl Fm
Base Chalk (Top Cromer Knoll Gp)
Base Cretaceous Unconformity
Base Zechstein Gp

                                       16

<PAGE>

PGS CNS UK MEGA SURVEY INTERPRETATION - OPTIONAL DELIVERY ITEMS

<TABLE>
<CAPTION>
                                                                                                 PRICE
NO.            OPTION                            TYPE                COST (FOR 25,000 KM(2)     / KM(2)    AVAILABLE
---   ---------------------------      ---------------------------   ----------------------   ----------   ---------
<S>   <C>                              <C>                           <C>                      <C>          <C>
1     Well Summary Sheets              Paper Prints                  Included+                       N/A    Q4
2     Time Structure Maps              Paper Prints                  Included++                      N/A    Q4
3     Well Deviation Survey            Digital - IHS                 IHS+++                          N/A    Q4
4     Digital Well Logs                Digital, LIS - IHS            IHS+++                          N/A    Q4

5     Horizon Attribute Package *      Digital                       Included                               Q1 2004
6     Depth Conversion Package **      Digital                       Included                               Q1 2004
7     ER Mapper Package ***            Digital/ER Viewer/ppt fmt     L 25,000                 L 1.00        Q1 2004

8     Landmark Project Tapes           SeisWorks / Exabyte           )2 sets included                       Q4
9     SMT Kingdom Project Tapes        Digital Exabyte               ) of 8 or 9                            Q4

10    Synthetics (Evaluating)          Digital Exabyte               No pricing                             Q2  2004
                                                                     available yet
</TABLE>

*        Horizon Attribute Package includes selected seismic isochrons,
         amplitude extractions and edge horizons all in horizons export format.

**       Depth Conversion Package includes depth, isochore and interval velocity
         grids all in ZMap ASCII grid format.

***      ER Mapper includes all TWT, isochron, horizon amplitude and edge
         horizons as enhanced images. Output is in an ArcView GIS compatible
         format and as a PowerPoint presentation. Price assumes purchase of
         Option Items 5 and 6.

+        One paper print copy available at no additional charge. Each additional
         set at cost of(pound)1,000.

++       One paper print copy available at no additional charge. Each additional
         set at cost of(pound)3,125.

+++      Details of IHS costs to be provided on request.

These prices are inclusive of delivery and assume a minimum purchase of 10,000
km2. Wherever possible, PGS would prefer to deliver whole areas. These prices
are for delivery from PGS Reservoir or its successor; if delivery is required
from a third party PGS will notify Licensee in advance of any additional charges
which may be incurred. For the avoidance of doubt, the price for delivering
other data, e.g. stack data, field data, shall be at the appropriate price
prevailing at the time.

                                       17
<PAGE>

OPTION 5. CNS UK HORIZON ATTRIBUTES

<TABLE>
<CAPTION>
            CNS ATTRIBUTE PACKAGE                              1:200,000 SCALE - GRIDS, CGM, REPORT
-----------------------------------------------        ---------------------------------------------------
<S>        <C>                                         <C>
REF:       ISOCHRONS:                                  PURPOSE

I 2-4      Top Tay Sand - Top Sele                     for Tay Sand channels
I 4-5      Top Sele - Top Chalk                        for Paleaocene channels
I 5-8      Top Chalk - Base Chalk / Plenus Marl        for Chalk depositional patterns
I 8-9      Base Chalk - BCU                            for Lwr Cret (Cromer Knoll) depositional patterns
I 9-12     BCU - Base Zechstein                        for 'Mesozoic' isochron

REF:       EDGE MAPS:                                  PURPOSE

E1         Top Hordaland                               for compactional features
E4         Top Sele                                    for Palaeocene channels
E5         Top Chalk                                   regional structure, salt-cored chalk structures
E9         BCU                                         regional structure
E12        Base Zechstein                              regional structure

REF:       HORIZON AMPLITUDE MAPS:                     PURPOSE

           Top Hordland Group
A4-120-20  TSele RMSamp-120-20ms                       Lr Eocene channels, sand injection features
A4+20+120  TSele RMSamp+20+120ms                       Forties/Mey channels
A5-120-20  TChlk RMSamp-120-20ms                       Maureen channels
A5-8+8     TChlk RMSamp-8+8ms                          Ekofisk facies / porosity indicator
A9+20+40   BCret RMSamp+20+40ms                        pre-BCU subcrop indicator
A9+80+220  BCret RMSamp+80+220ms                       pod / interpod indicator, pre-BCU subcrop indicator
</TABLE>

OPTION 6. CNS UK DEPTH ATTRIBUTES

<TABLE>
<CAPTION>
             CNS DEPTH PACKAGE                               1:200,000 SCALE - GRIDS, CGM, REPORT
-----------------------------------------------        -------------------------------------------------
<S>        <C>                                         <C>
REF:       DEPTH MAPS                                  PURPOSE

D1         Top Hordland Group
D2         Eocene Sand (Tay)
D4         Top Paleocene (Sele)
D5         Top Chalk
D7         Plenus Marl
D8         Base Chalk
D9         Base Cretaceous Unc
D12        Base Zechstein

REF:       ISOCHORES                                   PURPOSE

DI 2-4     Top Tay Sand - Top Sele                     for Tay Sand channels
DI 4-5     Top Sele - Top Chalk                        for Paleaocene channels
DI 5-8     Top Chalk - Base Chalk / Plenus Marl        for Chalk depositional patterns
DI 8-9     Base Chalk - BCU                            for Lwr Cret (Cromer Knoll) depositional patterns
DI 9-12    BCU - Top Rotliegend                        for 'Mesozoic' isochron

REF:       VELOCITY GRIDS & FUNCTIONS                  PURPOSE

V1         Top Hordland Group
V2         Eocene Sand (Tay)
V4         Top Paleocene (Sele)
V5         Top Chalk
V7         Plenus Marl
V8         Base Chalk
V9         Base Cretaceous Unc
V12        Base Zechstein
</TABLE>

                                       18
<PAGE>


OPTION 7. CNS UK ER MAPPER OPTION

<TABLE>
<CAPTION>
             CNS ERMAPPER PACKAGE                             1:200,000 SCALE - GRIDS, CGM, REPORT
-----------------------------------------------        ---------------------------------------------------
<S>        <C>                                         <C>
REF:       HORIZONS                                    PURPOSE

H 1        Top Hordland Group
H 2        Eocene Sand (Tay)
H 4        Top Paleocene (Sele)
H 5        Top Chalk
H 7        Plenus Marl
H 8        Base Chalk
H 9        Base Cretaceous Unc
H 12       Base Zechstein

REF:       ISOCHRONS:                                  PURPOSE

I 2-4      Top Tay Sand - Top Sele                     for Tay Sand channels
I 4-5      Top Sele - Top Chalk                        for Paleaocene channels
I 5-8      Top Chalk - Base Chalk / Plenus Marl        for Chalk depositional patterns
I 8-9      Base Chalk - BCU                            for Lwr Cret (Cromer Knoll) depositional patterns
I 9-12     BCU - Base Zechstein                        for 'Mesozoic' isochron

REF:       EDGE MAPS:                                  PURPOSE

E1         Top Hordaland                               for compactional features
E4         Top Sele                                    for Palaeocene channels
E5         Top Chalk                                   regional structure, salt-cored chalk structures
E9         BCU                                         regional structure
E12        Top Rotliegend                              regional structure

REF:       AMPLITUDE MAPS:                             PURPOSE

A4-120-20  TSele RMSamp-120-20ms                       Lr Eocene channels, sand injection features
A4+20+120  TSele RMSamp+20+120ms                       Forties/Mey channels
A5-120-20  TChlk RMSamp-120-20ms                       Maureen channels
A5-8+8     TChlk RMSamp-8+8ms                          Ekofisk facies / porosity indicator
A9+20+40   BCret RMSamp+20+40ms                        pre-BCU subcrop indicator
A9+80+220  BCret RMSamp+80+220ms                       pod / interpod indicator, pre-BCU subcrop indicator
</TABLE>

                                       19
<PAGE>


PGS SNS UK MEGA SURVEY INTERPRETATION - STANDARD DELIVERY ITEMS

<TABLE>
<CAPTION>
          ITEM                    FILE TYPE               COMMENT              AVAILABLE
-------------------------    -------------------    --------------------     -------------
<S>                          <C>                    <C>                      <C>
Seed Horizon Files           ASCII XYZ              Seed as picked           Q4
Autotracked Horizon Files    ASCII XYZ              Raw ZAP @ 50m            Q4
ZMap TWT Grids               ASCII XYZ              100m Grid                Q4
Well Locations               XY                     IHS**                    Q4
Well Headers                 DBF                    IHS Access**             Q4
Formation Tops               DBF                    IHS Time / Depth**       Q4
Field Outlines               XY                     HIS**                    Q4
Structural Elements Map      CGM (paper print *)    1:500,000                Q4
SEM Map + Field Outlines     CGM (paper print *)    1:500,000                Q4
Time Structure Maps          CGM                    1:500,000                Q4
Quad Time Structure Maps     CGM                    1:200,000                Q4
Interpretation Report        PDF                    Brief Overview           Q4
Regional Seismic Profiles    CGM (paper print *)    Interpreted profiles     Q4 / Q1 2004
</TABLE>

* One paper copy available on request, additional paper copies available at cost

** Details of IHS costs to be provided on request.

Horizons - Primary (picked, autotracked and mapped)

0 Sea Bed
1 Top Chalk
2 Top Red Chalk
3 Base Cretaceous Unc.
4 Top Triassic
5 Top Bunter Sand
6 Top Zechstein
7 Top Rotliegendes
8 Top Carboniferous

                                       20
<PAGE>

PGS SNS UK MEGA SURVEY INTERPRETATION - OPTIONAL DELIVERY ITEMS

<TABLE>
<CAPTION>
                                                                        COST (FOR          PRICE
NO.         OPTION                           TYPE                     20,000 KM(2))       / KM(2)       AVAILABLE
-----------------------------       -------------------------        ----------------    ----------     ---------
<S>                                 <C>                              <C>                 <C>            <C>
1   Well Summary Sheets             Paper Prints                     Included+           N/A              Q4
2   Time Structure Maps             Paper Prints                     Included++          N/A              Q4
3   Well Deviation Survey           Digital - IHS                    IHS+++              N/A              Q4
4   Digital Well Logs               Digital, LIS - IHS               IHS+++              N/A              Q4
5   Horizon Attribute Package *     Digital                          Included                             Q1 2004
6   Depth Conversion Package **     Digital                          Included                             Q1 2004
7   ER Mapper Package ***           Digital/ER Viewer/ppt fmt        L 20,000            L 1.00           Q1 2004

8   Landmark Project Tapes          SeisWorks / Exabyte              )2 sets included                     Q4
9   SMT Kingdom Project Tapes       Digital Exabyte                  ) of 8 or 9                          Q4

1  0 Synthetics (Evaluating)        Digital Exabyte                  No pricing                           Q2 2004
                                                                     available yet
</TABLE>

*        Horizon Attribute Package includes selected seismic isochrons,
         amplitude extractions and edge horizons all in horizons export format.

**       Depth Conversion Package includes depth, isochore and interval velocity
         grids all in ZMap ASCII grid format.

***      ER Mapper includes all TWT, isochron, horizon amplitude and edge
         horizons as enhanced images. Output is in an ArcView GIS compatible
         format and as a PowerPoint presentation. Price assumes purchase of
         Options 5 & 6.

+        One paper print copy available at no additional charge. Each additional
         set at cost of(pound)1,000.

++       One paper print copy available at no additional charge. Each additional
         set at cost of(pound)3,125.

+++      Details of IHS costs to be provided on request.

These prices are inclusive of delivery and assume a minimum purchase of 10,000
km2. Wherever possible, PGS would prefer to deliver whole areas. These prices
are for delivery from PGS Reservoir or its successor; if delivery is required
from a third party PGS will notify Licensee in advance of any additional charges
which may be incurred. For the avoidance of doubt, the price for delivering
other data, e.g. stack data, field data, shall be at the appropriate price
prevailing at the time.

                                       21
<PAGE>

OPTION 5.  SNS UK ATTRIBUTES

<TABLE>
<CAPTION>
            SNS ATTRIBUTE PACKAGE                            1:250,000 SCALE - GRIDS, CGM, REPORT
---------------------------------------------          -------------------------------------------------
<S>           <C>                                      <C>
REF:          ISOCHRONS:                               PURPOSE

I 1-2         Top Chalk - Top Red Chalk                for Chalk depositional patterns
I 2-3         Top Red Chalk - Base Cretaceous          for Lower Cretaceous depositional patterns
I 3-4         Base Cretaceous - Top Triassic           for Jurassic depositional patterns
I 4-6         Top Triassic - Top Zechstein             for Triassic depositional patterns
I 6-7         Top Zechstein - Top Rotliegend           for Salt distribution

REF:          EDGE MAPS:                               PURPOSE

E1            Top Chalk                                Tertiary dykes and Silverpit impact crater
E3            Base Cretaceous                          regional tectonics above salt structures
E4            Top Triassic                             regional tectonics above salt structures
E6            Top Zechstein                            regional salt structure
E7            Top Rotliegend                           regional structure / fault pattern

REF:          AMPLITUDE MAPS:                          PURPOSE

A6+100+200    TZech RMSamp+100+200ms                   Drilling hazards / Plattendolomite Rafts
A7-400140     TRotl RMSamp -40-140ms                   Drilling hazards / Plattendolomite Rafts
A7-A8         TRotl - TCarb RMSamp                     Rotliegend channels
A8+20+120     TCarb RMSamp +20+120ms                   Carboniferous subcrops / Westphalian stratigraphy
</TABLE>

OPTION 6.  SNS UK DEPTH PACKAGE

<TABLE>
<CAPTION>
                SNS DEPTH PACKAGE                            1:250,000 SCALE - GRIDS, CGM, REPORT
-------------------------------------------------      ------------------------------------------------
<S>           <C>                                      <C>
REF:          DEPTH MAPS                               PURPOSE
D0            Sea Bed                                  Sea Bed morphology
D1            Top Chalk                                Top Cretaceous structure
D2            Top Red Chalk                            Base Chalk structure
D3            Base Cretaceous Unc                      Base Cretaceous structure
D4            Top Triassic                             Top Triassic structure
D5            Top Bunter Sand                          Top Bunter Sand structure
D6            Top Zechstein                            Top Zechstein structure
D7            Top Rotliegend                           Top Rotliegend structure
D8            Top Carboniferous                        Top Carboniferous structure

REF:          ISOCHORES                                PURPOSE

DI 1-2        Top Chalk - Top Red Chalk                for Chalk depositional patterns
DI 2-3        Top Red Chalk - Base Cretaceous          for Lower Cretaceous depositional patterns
DI 3-4        Base Cretaceous - Top Triassic           for Jurassic depositional patterns
DI 4-6        Top Triassic - Top Zechstein             for Triassic depositional patterns
DI 6-7        Top Zechstein - Top Rotliegend           for Salt distribution

REF:          VELOCITY GRIDS & FUNCTIONS               PURPOSE

V0-V1         Sea Bed - Top Chalk                      Showing velocity variations for depth conversion
V1-V2         Top Chalk - Top Red Chalk                Showing velocity variations for depth conversion
V2-V3         Top Red Chalk - Base Cretaceous Unc      Showing velocity variations for depth conversion
V3-V4         Base Cretaceous Unc - Top Triassic       Showing velocity variations for depth conversion
V4-V5         Top Triassic - Top Bunter Sand           Showing velocity variations for depth conversion
V5-V6         Top Bunter Sand - Top Zechstein          Showing velocity variations for depth conversion
V6-V7         Top Zechstein - Top Rotliegend           Showing velocity variations for depth conversion
V7-V8         Top Rotliegend - Top Carboniferous       Showing velocity variations for depth conversion
</TABLE>

                                       22
<PAGE>

OPTION 7. SNS UK ER MAPPER PACKAGE

The ER Mapper includes all TWT, isochron, horizon amplitude and edge horizons as
enhanced images. Output is in an ArcView GIS compatible format and as a
PowerPoint presentation. Can only be purchased with options Items 5 & 6

<TABLE>
<CAPTION>
              SNS ERMAPPER PACKAGE                           1:250,000 SCALE - GRIDS, CGM, REPORT
------------------------------------------------       -------------------------------------------------
<S>           <C>                                      <C>
REF:          TIME HORIZONS:                           PURPOSE

H 1           Top Chalk                                Top Cretaceous structure
H 2           Top Red Chalk                            Base Chalk structure
H 3           Base Cretaceous Unc                      Base Cretaceous structure
H 4           Top Triassic                             Top Triassic structure
H 5           Top Bunter Sand                          Top Bunter Sand structure
H 6           Top Zechstein                            Top Zechstein structure
H 7           Top Rotliegend                           Top Rotliegend structure
H 8           Top Carboniferous                        Top Carboniferous structure

REF:          DEPTH HORIZONS:                          PURPOSE

D 0           Seabed                                   Sea Bed morphology
D 1           Top Chalk                                Top Cretaceous structure
D 2           Top Red Chalk                            Base Chalk structure
D 3           Base Cretaceous Unc                      Base Cretaceous structure
D 4           Top Triassic                             Top Triassic structure
D 5           Top Bunter Sand                          Top Bunter Sand structure
D 6           Top Zechstein                            Top Zechstein structure
D 7           Top Rotliegend                           Top Rotliegend structure
D 8           Top Carboniferous                        Top Carboniferous structure

REF:          ISOCHRONS:                               PURPOSE

I 1-2         Top Chalk - Top Red Chalk                for Chalk depositional patterns
I 2-3         Top Red Chalk - Base Cretaceous          for Lower Cretaceous depositional patterns
I 3-4         Base Cretaceous - Top Triassic           for Jurassic depositional patterns
I 4-6         Top Triassic - Top Zechstein             for Triassic depositional patterns
I 6-7         Top Zechstein - Top Rotliegend           for Salt distribution

REF:          ISOCHORES:                               PURPOSE

DI 1-2        Top Chalk - Top Red Chalk                for Chalk depositional patterns
DI 2-3        Top Red Chalk - Base Cretaceous          for Lower Cretaceous depositional patterns
DI 3-4        Base Cretaceous - Top Triassic           for Jurassic depositional patterns
DI 4-6        Top Triassic - Top Zechstein             for Triassic depositional patterns
DI 6-7        Top Zechstein - Top Rotliegend           for Salt distribution
DI 7-8        Top Rotliegend - Top Carboniferous       for Rotliegend depositional patterns

REF:          EDGE MAPS:                               PURPOSE

E1            Top Chalk                                Tertiary dykes and Silverpit impact crater
E3            Base Cretaceous                          regional tectonics above salt structures
E4            Top Triassic                             regional tectonics above salt structures
E6            Top Zechstein                            regional salt structure
E7            Top Rotliegend                           regional structure / fault pattern

REF:          AMPLITUDE MAPS:                          PURPOSE

A6+100+200    TZech RMSamp+100+200ms                   Drilling hazards / Plattendolomite Rafts
A7-400140     TRotl RMSamp -40-140ms                   Drilling hazards / Plattendolomite Rafts
A7-A8         TRotl - TCarb RMSamp                     Rotliegend channels
A8+20+120     TCarb RMSamp +20+120ms                   Carboniferous subcrops / Westphalian stratigraphy
</TABLE>

                                       23
<PAGE>

PGS NORWAY MEGA SURVEY INTERPRETATION PACKAGES

The details of the Norway are not yet fully defined, but will include
deliverables similar in form to the Deliverables given for the UK CNS and SNS
surveys.

These will include:

1. All the Deliverables for the Standard Delivery Items. Note that well data in
Norway are supplied by Aceca, rather then by IHS.

The horizons for Norway CNS will be identical as for the CNS UK.

The horizons for Norway South Viking Graben and Northern North Sea will have the
same major horizons with possible adjustments for local sequence boundaries.

2. The Optional Delivery Items will be available for all 10 of the options
listed for the CNS UK survey. The pricing will be the same as quoted for CNS UK.

For Norway CNS, Horizon Attribute Package, Depth Attributes Package and ER
Mapper Package Options will be very similar to the CNS UK.

For Norway South Viking Graben and Northern North Sea, the Horizon Attributes
Package, Depth Attributes Package and ER Mapper Package Options will be
provided, but the detail of which attributes will be made will vary according to
the geology of each area.

PGS intends to have all deliverables completed by end Q.1 2004.

PGS to supply detailed lists of Norway deliverables once these are available.

                                       24
<PAGE>

                       APPENDIX C TO THE LICENCE AGREEMENT
                                 UPLIFT PAYMENTS

1.       Uplift Payments will apply with respect to PGS Proprietary Data only
         and at the following standard rates:

         i)       UK - Central Graben and Southern North Sea

                  a)       Licensee becomes a member of a Bona Fide Group which
                           holds or acquires an interest in, an exploration or
                           production licence and where the Bona Fide Group has
                           fully licensed the PGS Proprietary Data relevant to
                           the geographical area covered by the exploration or
                           production licence.

                           L 750 per sq. km (per company)

                  b)       Licensee becomes a member of a Bona Fide Group which
                           holds or acquires an interest in an exploration or
                           production licence where the Bona Fide Group has not
                           fully licensed the PGS Proprietary Data relevant to
                           the geographical area covered by the exploration or
                           production licence.

                           L 3,500 per sq. km (per group)

                  c)       Licensee acquires an exploration or production
                           licence relevant to the area covered by the Licensed
                           PGS Proprietary Data.

                           L 3,500 sq. km (per group)

                  d)       Licensee itself holds or acquires an interest in a
                           Promote Licence or becomes a Member of a Bona Fide
                           Group which holds or acquires an interest in a
                           Promote Licence.

                           L 75 per sq. km, (per company) with a additional
                           payment of L 3,425 per sq. km per group if the
                           licence is converted to an exploration or production
                           licence.

         ii)      Norway

                  a)       JHT / JHUN survey (nearly all open) - L 3,500
                           per sq. km (per group)

                  b)       all other areas - L 750 per sq. km (per company)

         iii)     The uplift payments as specified in (i) above shall apply
                  during the first five (5) years after the Commencement Date,
                  shall reduce to 60% of the specified amounts in years six (6)
                  through eight (8) after the Commencement Date, and shall
                  reduce further to 20% of the specified amounts in years nine
                  (9) and ten (10) after the Commencement Date. The uplift
                  payments as specified in (i) shall cease to apply after ten
                  (10) years from the Commencement Date.

         iv)      The uplift payments as specified in (ii) above shall apply
                  during the first five (5) years after the Commencement Date,
                  shall reduce to 75% for years six (6) through ten (10) after
                  the Commencement Date and reduce again to 50% of the rates in
                  (ii) for years eleven (11) through to fifteen (15). The uplift
                  payments as specified in (ii) shall cease to apply after
                  fifteen (15) years from the Commencement Date.

2.       The reductions to the uplift rates referred to in (iii) and (iv) above
         shall cease to apply and the rates shall return to those set out in (i)
         and (ii) above, as applicable in the event that:

                                       25
<PAGE>

         (a)      there is a change of control of the Licensee (as defined in
                  Article 11) except in the circumstances described in Article
                  11.1(iii); or

         (b)      the Licensee assigns its rights under this Agreement except to
                  a Vespa Affiliate as permitted under Article 12(b)

3.       Individual Uplift Payments will be paid in cash by Licensee within
         thirty (30) days of an invoice from PGS, up to a limit of USD five
         hundred thousand (USD500,000) per licence area and subject to a maximum
         combined total of USD 2 million (USD2,000,000) during the first three
         (3) years following the Commencement Date. Payment of the balance of
         any individual uplift payment over USD500,000 along with payment of any
         total amount in excess of USD two million (USD2,000,000) shall be,
         deferred. The terms of payment for the deferred amounts shall be agreed
         between the Parties, but if the Parties have not agreed in writing on
         an alternative method of payment, within three (3) years from the
         Commencement Date then the deferred amounts shall be paid in cash to
         PGS thirty (30) days after three (3) years from the Commencement Date.

                                       26
<PAGE>

                                                                  EXECUTION COPY

                                   SCHEDULE D

                              THE SOFTWARE LICENCE

THIS AGREEMENT dated 16th December 2003

BETWEEN:

(1)      PGS EXPLORATION (UK) LIMITED, a company duly incorporated and existing
         under the laws of the United Kingdom having its Registered Office at
         PGS Court, Halfway Green, Walton on Thames, Surrey, KT12 1RS, England
         ("LICENSOR"); and

(2)      NSNV, INC., a company incorporated and existing in the State of Texas,
         United States of America, and having its offices at 1001 Fannin, Suite
         1700, Houston, Texas 77002 (the "LICENSEE").

Whereas, Licensee desires a licence to use certain computer programs and
associated written material pertaining to holoSeis software (together known as
the "Software") owned by or licensed to Licensor, and Licensor is willing to
grant such a licence.

It is hereby agreed as follows:

         ARTICLE 1 - GRANT

         1.1      Licensor grants Licensee a non-transferable, non-assignable
                  and non-exclusive licence to use the Software for the sole
                  purpose of employing the Software at a single site on a single
                  computer unless otherwise stated in this contract. Use of the
                  Software on any "network" to which this computer may be
                  connected is not covered by this Licence Agreement. Licensee
                  will notify Licensor before Licensee transfers the Software
                  from one computer to another computer. All costs associated
                  with the transfer shall be borne by Licensee.

         1.2      The Software covered by this Agreement is defined as the
                  holoSeis object code and associated written material.

         1.3      The Software is copyright and Licensee acknowledges that the
                  copyright and all other intellectual property rights in the
                  Software remains the property of Licensor.

         ARTICLE 2 - PRODUCT DELIVERY

         2.1      After written request from Licensee for Software to be
                  delivered within a period of 12 months after execution of the
                  Agreement (see Clause 6.1 below), Licensor will deliver the
                  Software to Licensee at an address notified for Licensee, or

         2.2      Licensor will install the Software at Licensor's offices in
                  London, and

         2.3      If requested, Licensor will install Software at Licensee's
                  offices in Houston and Licensee will reimburse Licensor for
                  actual expenses incurred related to the installation.

         ARTICLE 3 - USE AND DISCLOSURE RESTRICTIONS

         3.1      Licensee hereby agrees that:

<PAGE>

                  (a)      Licensee will not copy or permit the copying of the
                           Software in whole or in part, except for the purpose
                           of archival storage.

                  (b)      Licensee will take all reasonable precautions to
                           safeguard the confidentiality of the Software,
                           including any copies thereof and will not disclose to
                           any third parties the contents of the programs which
                           form the Software or any part thereof.

         ARTICLE 4 - WARRANTY AND LIABILITY

         4.1      Licensor warrants that it has the right to extend to Licensee
                  the licence granted hereunder.

         4.2      In the absence of any known methodology for the production of
                  software guaranteed to be free of error, Licensor supplies the
                  software "AS IS" without any stated fitness for purpose. In no
                  event shall Licensor be liable for any loss, injury or damage
                  whatever, whether arising from the use of the Software or due
                  to the negligence of Licensor or its employees or agents in
                  connection with the supply of the Software.

         4.3      LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR
                  IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES FOR
                  FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL LICENSOR
                  OR ITS SUPPLIERS BE LIABLE FOR ANY OTHER DAMAGES WHATSOEVER
                  ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. IN
                  ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF
                  THIS AGREEMENT SHALL BE LIMITED TO GBP1,000.

         ARTICLE 5 - MAINTENANCE AND SUPPORT SERVICES

         5.1      Licensor agrees to provide maintenance service for the
                  Software to Licensee for the duration of this Agreement.

         5.2      For the purpose of this Agreement, maintenance shall be
                  defined as the corrections of errors or defects in the code
                  which are known, or made known in writing, to Licensor, and
                  the delivery to Licensee of updates to the Software as
                  published by Licensor in accordance with the provisions of
                  Clause 5.3. For the purpose of this Agreement, maintenance
                  also covers the Licensee's right to reasonable consultations
                  on the operation of the software to Licensee's users of the
                  Software by telephone.

         5.3      For the duration of this Agreement, Licensor will make
                  reasonable efforts to make the Software operate in conformance
                  with the product description. Licensor does not warrant that
                  the operation of the Software will be uninterrupted or
                  error-free. In order to obtain this service, Licensee must
                  notify Licensor in writing, in sufficient detail, of any such
                  defects. Corrections of errors in the code will be limited to
                  the reasonable efforts of Licensor.

         5.4      Updates to the Software will include improvements,
                  adjustments, amendments and alterations of the Software.
                  Updates do not include new packages, new programs, new
                  drivers, extracts for special usage, the conversion or
                  transformation of programs for other systems, actual work made
                  to order, or other services following from service contracts
                  or other contracts agreed by and between the parties. The
                  final and binding decision on what shall be regarded as
                  updates rests with Licensor.

                                       2
<PAGE>

         5.5      Neither Licensee nor Licensor shall bear any liability under
                  this Agreement to the other in respect of any loss of
                  production, loss of profits, loss of business or any indirect
                  or other consequential loss or damage suffered by the other.

         ARTICLE 6 - TERM

         6.1      The term of this agreement shall apply for a period of 12
                  months from the delivery of the Software to Licensee.

         6.2      At the end of such term, Licensee shall return all copies of
                  the Software to Licensor.

         ARTICLE 7 - TERMINATION

         7.1      Licensee will have the right to terminate the licence herein
                  without cause at any time by giving Licensor written notice.
                  Licensee will return all copies of the Software to Licensor.
                  Termination will be effective upon receipt of written notice
                  by Licensor.

         7.2      Licensor may, without prejudice to its other rights and
                  remedies, terminate this Agreement by giving written notice of
                  such termination by recorded delivery to Licensee at its
                  address hereon, or such other address as may have been
                  notified in writing to Licensor, in the event that:

                  (a)      Licensee being a company shall enter into
                           liquidation, not being a members voluntary
                           liquidation, or being an individual, shall be
                           adjudged bankrupt, on the occurrence of any or
                           similar event in any jurisdiction; or

                  (b)      Licensee has committed any breach of this Agreement
                           and has not remedied that breach within thirty days
                           of being given notice to do so by Licensor.

                                       3
<PAGE>

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
above written.

PGS Exploration (UK) Limited

By _________________________  (Signed)

   _________________________  (Name)

   _________________________  (Position)

NSNV, INC.

By _________________________  (Signed)

   _________________________  (Name)

   _________________________  (Position)

                                       4
<PAGE>

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date
first above written.

PGS Exploration (UK) Limited

By /s/ A.R. Mackewn            (Signed)
   ---------------------------
   A.R. MACKEWN                (Name)

PRESIDENT MARINE GEOPHYSICAL   (Position)

NSNV, INC.

By /s/ John N. Seitz            (Signed)
   ----------------------------
   JOHN N. SEITZ               (Name)

CO-CEO NSNV, INC.              (Position)

<PAGE>

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
above written.

PGS Exploration (UK) Ltd                  NSNV, INC.

By /s/ A.R. Mackewn          (Signed)     By /s/ John N. Seitz        (Signed)
   -------------------------                 ---------------------
   A.R. MACKEWN              (Name)          JOHN N. SEITZ            (Name)

PRESIDENT MARINE GEOPHYSICAL (Title)      CO-CEO NSNV, INC.           (Title)

                                       6
<PAGE>

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
above written.

PGS Exploration (UK) Limited

By /s/ A.R. Mackewn            (Signed)
   ---------------------------
   A.R. MACKEWN                (Name)

PRESIDENT MARINE GEOPHYSICAL   (Position)

NSNV, INC.

By /s/ John N. Seitz           (Signed)
   ----------------------------
   John N. SEITZ               (Name)

CO-CEO NSNV, INC.              (Position)

                                       4
<PAGE>

ARTICLE 19 - GOVERNING LAW, DISPUTES

19.1     The Agreement shall be governed by and construed in accordance with the
         laws of England and Wales.

19.2     All disputes and differences that may arise out of or in connection
         with the Agreement will be settled as far as possible by means of
         negotiations and conciliation between the Parties.

19.3     In case of failure to reach an amicable settlement, any dispute,
         controversy or claim arising out of or in any way connected with this
         Agreement including any question regarding its existence, validity or
         termination shall be conclusively resolved by arbitration in London
         under the Rules of the London Court of International Arbitration (LCIA)
         which Rules are deemed to be incorporated by reference into this
         Article.

19.4     The Parties agree to submit to the exclusive jurisdiction of the courts
         of England and Wales for the purpose of any interim relief from a court
         if necessary to prevent serious and/or irreparable injury to that Party
         where the Licence Agreement has been terminated and PGS considers it
         necessary to seek relief from the Courts for the purpose of protecting
         it or the Owner's proprietary interests in the Data.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
above written.

PGS Exploration (UK) Ltd                    NSNV, INC.

By /s/ A.R. Mackewn          (Signed)       By /s/ John N. Seitz     (Signed)
   -------------------------                   -------------------
   A.R. MACKEWN              (Name)         JOHN N. SEITZ            (Name)

PRESIDENT MARINE GEOPHYSICAL (Title)        CO-CEO NSNV, INC.        (Title)

                                       14

</TEXT>
</DOCUMENT>
