OMNI ENERGY SERVICES CORP
G. DARCY KLUG AMENDED INCENTIVE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>7
<FILENAME>h17681aexv10w9.txt
<DESCRIPTION>G. DARCY KLUG AMENDED INCENTIVE AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.9

                                  G. DARCY KLUG

                    AMENDED AND RESTATED INCENTIVE AGREEMENT

      WHEREAS, Section 7 of the Fourth Amended and Restated Omni Energy Services
Corp. Stock Incentive Plan (the "Plan") authorizes the Compensation Committee of
the Board of Directors (or a subcommittee thereof) (the "Committee") to award
shares of restricted stock to eligible participants in the Plan;

      WHEREAS, Section 8 of the Plan authorizes the Committee to make other
awards to eligible participants in the Plan, the value of which may be based in
whole or in part on the value of shares of the Company's common stock;

      WHEREAS, G. Darcy Klug is such an eligible participant (the "Employee");

      WHEREAS, under Sections 7.4 and 10.6 of the Plan, a participant receiving
an award of restricted stock or a stock-based award shall enter into an
incentive agreement with OMNI Energy Services Corp. (the "Company") setting
forth the conditions of the grant of restricted stock and the stock-based award;

      WHEREAS, effective December 1, 2003, the Company entered into a Restricted
Stock Incentive Agreement with Employee for the award of 161,800 shares of
restricted stock subject to the terms and conditions of the Plan (the "Original
Agreement");

      WHEREAS, the number of shares necessary to satisfy the grant of restricted
shares made pursuant to the Original Agreement was not available in the Plan at
the time of execution thereof;

      WHEREAS, on June 17, 2004 stockholders of the Company failed to approve
the increase in the number of shares issuable under the Plan; and

      WHEREAS, the Committee has amended and restated the Original Agreement to
provide a Stock-Based Award in lieu of a portion of the Restricted Stock Grant,
made pursuant thereto;

      NOW, THEREFORE, the Company and the Employee hereby, for mutual good and
valuable consideration the receipt of which is hereby acknowledged, enter into
this Amended and Restated Incentive Agreement (the "Agreement"), which amends
and restates the Original Agreement in its entirety:

      1.    Grant of Restricted Shares

            The Employee has been granted from the Company's treasury stock,
      40,454 shares of the common stock ($.01 par value per share) of the
      Company ("Restricted Shares").

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      2.    Grant Date

            The date of grant is November 4, 2003.

      3.    Base Value

            The price per share on the grant date is $2.32 ("Base Value").

      4.    Restriction Period

            The restriction period runs until November 4, 2004, (the
      "Restriction Period").

      5.    Stock-Based Award

            The Committee has granted the Employee the right to receive a cash
      payment (the "Stock-Based Award") equal to the fair market value (as
      hereafter defined) on the first business day following the Company's
      annual stockholders meetings in each of 2005 and 2006 (each a "Vesting
      Date") of 60,673 shares of the Company's common stock. The Company shall
      pay the amounts of such Stock-Based Award to the Employee on each Vesting
      Date in cash or, at the sole option of the Committee, in additional
      Restricted Shares, provided such shares are available for issuance
      pursuant to the terms of the Plan. For purposes of determining the amount
      of the cash payments to be made to the Employee, the fair market value of
      a share of the Company's common stock on Vesting Date shall be equal to
      the average closing price as reported on NASDAQ of a share of the
      Company's common stock on each of the ten (10) business days preceding the
      date of the Company's annual stockholders meeting held in 2005 and 2006.
      The amount of the Stock-Based Award payable hereunder shall be subject to
      the provisions of Paragraphs 9, 10 and, provided any such Stock-Based
      Award is determined by the Committee to be paid to the Employee in
      additional Restricted Shares, 15 hereof.

      6.    Restrictions During Restriction Period

            The Restricted Shares shall be held by the Company in escrow. While
      held in escrow, the Restricted Shares shall be registered in the name of
      the Employee, who shall endorse a stock power in blank for the Restricted
      Shares. The certificate for the Restricted Shares shall bear the following
      legend:

            The transferability of this certificate and the shares of Common
            Stock represented by it are subject to the terms and conditions
            (including conditions for vesting and forfeiture) contained in the
            OMNI Energy Services Corp. Stock Incentive Plan (the "Plan"), and an
            agreement entered into between the registered owner and OMNI Energy
            Services

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            Corp. thereunder. Copies of the Plan and the agreement are on file
            at the principal office of OMNI Energy Services Corp.

      7.    Dividends Paid During Restriction Period

            All cash and stock dividends, if any, paid with respect to the
      Restricted Shares shall be held in escrow with and added to the Restricted
      Shares and be subject to the same restrictions as the Restricted Shares
      during the term of the Agreement.

      8.    Voting Rights

            The Employee shall have all the rights of a shareholder with respect
      to the vested Restricted Shares held in escrow under the Agreement
      including the right to vote, unless and until such shares are forfeited,
      cancelled, sold or assigned or reissued.

      9.    Vesting

            Unless a Change of Control occurs, the Employee shall vest in the
      40,454 Restricted Shares at the rate of 100% in year one. Vesting shall
      take place on November 4, 2004, provided that (a) Employee is employed by
      Company or one of Company's wholly owned subsidiaries on such date, (b)
      Employee dies while employed by the Company or one of the Company's wholly
      owned subsidiaries, or (c) Employee becomes disabled while employed by the
      Company as one of the Company's wholly owned subsidiaries and (d) Company
      had a positive EBITDA on the December 31 preceding such date. Therefore,
      assuming continued employment, or death or disability while employed, on
      November 4, 2004, ownership of 40,454 shares shall become vested in the
      Employee or his estate. The vested shares shall be released from escrow on
      the Vesting Date at which time the certificate for the vested Restricted
      Shares plus any cash or stock dividends paid with respect thereto shall be
      issued to the Employee free and clear of the escrow. In the event a Change
      of Control occurs, then (i) all the Restricted Shares, both vested and
      nonvested, along with any stock or cash dividends held in escrow, shall be
      issued to the Employee free and clear and the escrow shall terminate, and
      (ii) the entire amount of the Stock-Based Award (calculated based upon the
      closing price as reported on NASDAQ of a share of the Company's common
      stock on the date of the Change of Control) shall be paid to the Employee,
      if such award is paid in cash.

            For purposes of this Agreement, the term "Change of Control" is
      defined to include:

            (a)   A tender offer or exchange offer made and consummated for
                  ownership of company stock representing 50% or more of the
                  combined voting power of the Company's outstanding securities;

            (b)   The sale or transfer of substantially all of the Company's
                  assets to another corporation which is not a wholly-owned
                  subsidiary of the Company;

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            (c)   Any merger or consolidation of the Company with another
                  corporation, where less than 50% of the outstanding voting
                  shares of the surviving or resulting corporation are owned in
                  the aggregate by the Company's stockholders as of the record
                  date entitling shareholders to vote on a merger or
                  consolidation; or

            (d)   Any contested election or other event (including one or more
                  voluntary negotiations) which results in a 50% or greater
                  change in the current composition of the independent members
                  of the Company's board of directors during the period
                  commencing on the day after the Company's annual shareholders'
                  meeting and ending at the close of business of the Company's
                  next annual shareholders' meeting.

      Provided however, that for purposes of this Section 9, any acquisition,
      sale or exchange of common stock, whether directly or indirectly by or for
      Advantage Capital Companies shall not constitute a Change of Control.

      10.   Limited Forfeiture

            If the Company terminates the employment of the Employee for any
      reason except termination for cause due to a felony conviction for theft
      or embezzlement from the Company then (a) all the nonvested Restricted
      Shares, along with any stock or cash dividends held in the escrow under
      the Agreement and (b) all of the nonvested Stock-Based Award, shall be
      issued to the Employee free and clear and the escrow shall terminate. In
      the event of termination due to a conviction for theft or embezzlement
      from the Company only the vested Restricted Shares and any cash or stock
      dividends allocable thereto shall be issued to the Employee free and clear
      and the escrow shall terminate. The nonvested Restricted Shares (and any
      cash or stock dividends allocable thereto) and all of the unpaid
      Stock-Based Awards shall be forfeited in favor of the Company and Employee
      shall have no rights with respect to the forfeited Shares or the
      Stock-Based Award.

      11.   No Right to Assign

            Neither the Restricted Shares nor the Stock-Based Award may be
      assigned, pledged, alienated or transferred during the Restriction Period.

      12.   Plan Deficit.

            Should the number of shares authorized to be issued under the Plan
      on the date hereof, or on any subsequent date during the term of this
      Agreement, not be sufficient to satisfy Company's obligation to deliver
      the Restricted Shares, the Company shall seek stockholder approval for an
      increase in the number of shares issuable under the Plan. Should
      stockholder approval not be obtained on the initial effort, Company shall
      use reasonable business efforts to obtain stockholder approval and shall
      put the issue to a

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      stockholder vote at least semiannually thereafter. Employee shall exercise
      his reasonable best efforts to assist Company in obtaining stockholder
      approval.

      13.   Tax Benefit Right

            The Company is paying the Employee a Tax Benefit Right of $64,072.00
      in cash (which is equal to 30% of the delta between a share price of $1.00
      and a share of $2.32 times the number of Restricted Shares), concurrently
      with the execution of this Agreement. The Company shall pay the Employee
      an additional Tax Benefit Right in the event that any part of the
      Stock-Based Award is paid to the Employee in cash. The amount of such Tax
      Benefit Right shall be equal to 15% of the delta between a share price of
      $2.32 and the fair market value of a share of the Company's common stock
      (determined pursuant to Section 5 or 9 above, as applicable) multiplied by
      60,673 for each part of the Stock-Based Award paid to the Employee in
      cash. The Company shall reimburse the Employee for 50% of any excise tax
      paid by the Employee under Section 4999 of the Internal Revenue Code for
      payments in excess of amounts permitted under Section 280G as a result of
      the receipt of the Stock-Based Award, provided the price of a share of the
      Company's common stock used as a basis for computing the Stock-Based Award
      shall not be less than $12.00.

      14.   Other Terms

            This Agreement shall be subject to the terms of the Plan (including
      adjustments in the number of shares and tax withholding under Section 10
      of the Plan), which shall be controlling.

      15.   Investment Representations and Restrictions

            The Employee (a) understands that the Restricted Shares have not
      been, and will not be, registered under the Securities Act of 1933, as
      amended, or under any state securities laws, in reliance upon federal and
      state exemptions for transactions not involving any public offering; (b)
      will be an "affiliate" under Rule 144 of the Securities and Exchange
      Commission and the Restricted Shares will be subject to further
      limitations on sale as a result thereof; (c) is acquiring the Restricted
      Shares for his own account for investment purposes, and not with a view to
      the distribution thereof; (d) is a sophisticated investor with knowledge
      and experience in business and financial matters; (e) is a director and
      officer of the Company, has received all requested information concerning
      the Company, and has had the opportunity to obtain additional information
      in order to evaluate the merits and the risks inherent in holding the
      Restricted Shares; (f) is able to bear the economic risks and lack of
      liquidity inherent in holding the Restricted Shares; and (g) acknowledges
      that the certificate(s) evidencing the Restricted Shares will contain
      legends restricting the transfer thereof.

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      16.   Amendment

            This Agreement may be amended by written agreement signed by all the
      Signatories below.

                                         EMPLOYEE:

      August __, 2004                    ________________________________
                                         G. Darcy Klug

                                         COMPENSATION COMMITTEE:

      August __, 2004                    By: _____________________________
                                         Name: ___________________________
                                         Title: __________________________

                                         COMPANY:

                                         Omni Energy Services Corp.

      August __, 2004                    By: _____________________________
                                         Name: ___________________________
                                         Title: __________________________

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