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<SEC-DOCUMENT>0001299933-10-002919.txt : 20100802
<SEC-HEADER>0001299933-10-002919.hdr.sgml : 20100802
<ACCEPTANCE-DATETIME>20100802172628
ACCESSION NUMBER:		0001299933-10-002919
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20100727
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Submission of Matters to a Vote of Security Holders
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20100802
DATE AS OF CHANGE:		20100802

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MITCHAM INDUSTRIES INC
		CENTRAL INDEX KEY:			0000926423
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359]
		IRS NUMBER:				760210849
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-25142
		FILM NUMBER:		10985049

	BUSINESS ADDRESS:	
		STREET 1:		8141 SH 75 SOUTH
		STREET 2:		PO BOX 1175
		CITY:			HUNTSVILLE
		STATE:			TX
		ZIP:			77342
		BUSINESS PHONE:		9362912277

	MAIL ADDRESS:	
		STREET 1:		P O BOX 1175
		CITY:			HUNTSVILLE
		STATE:			TX
		ZIP:			77342
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_38567.htm
<DESCRIPTION>LIVE FILING
<TEXT>
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<TITLE> Mitcham Industries, Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	July 27, 2010
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	Mitcham Industries, Inc.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	Texas
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	000-25142
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	76-0210849
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	8141 SH 75 South, P.O. Box 1175, Huntsville, Texas
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	&nbsp;
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	77342
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
	(Zip Code)
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	Registrant&#146;s telephone number, including area code:
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	&nbsp;
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	936-291-2277
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
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[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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<P align="left" style="font-size: 10pt"><FONT style="font-size: 10pt"><B>Item&nbsp;2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.</B>
</FONT>

<P align="left" style="font-size: 10pt">On July&nbsp;27, 2010, Mitcham Industries, Inc. (the &#147;Company&#148;) and First Victoria National Bank (the
&#147;Bank&#148;) entered into the Second Amendment to Loan Agreement (the &#147;Amendment&#148;) which amended the
Loan Agreement dated September&nbsp;24, 2008 (the &#147;Loan Agreement&#148;). Under the Amendment, the revolving
credit facility is increased to $35.0&nbsp;million from $25.0&nbsp;million and interest on amounts
outstanding is payable monthly at the Bank&#146;s prime rate plus 50 basis points. The maturity of the
Loan Agreement is also extended to May&nbsp;31, 2012 from April&nbsp;30, 2011. The Company may, at its
option, convert any or all balances outstanding under the revolving credit facility into a series
of term notes with monthly amortization over 48&nbsp;months. Amounts available for borrowing are
determined by a borrowing base. The borrowing base is computed based upon certain outstanding
accounts receivable, certain portions of the Company&#146;s lease pool and any lease pool assets that
are to be purchased with proceeds from the facility. The revolving credit facility and any term
loan are collateralized by essentially all of the Company&#146;s domestic assets. Up to $7.0&nbsp;million of
the revolving credit facility may be utilized to secure letters of credit. The Loan Agreement
contains certain financial covenants that require, among other things, for the Company to maintain
a debt to shareholders&#146; equity ratio of no more than 0.7 to 1.0, maintain a current assets to
current liabilities ratio of not less than 1.25 to 1.0, and have quarterly earnings before
interest, taxes, depreciation and amortization (&#147;EBITDA&#148;) of not less than $2.0&nbsp;million. The Loan
Agreement also provides that the Company may not incur or maintain indebtedness in excess of $1.0
million without the prior written consent of the Bank, expect for borrowings related to the Loan
Agreement. The Company paid a commitment fee of $46,000 related to the Amendment.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.</B>


<P align="left" style="font-size: 10pt">The Company was formed under, and has previously been governed by, the Texas Business Corporation
Act (the&nbsp;&#147;TBCA&#148;). Effective January&nbsp;1, 2010, the TBCA ceased to apply to Texas corporations and
the Texas Business Organizations Code (the &#147;TBOC&#148;) became applicable to all Texas corporations,
including the Company. Accordingly, the Company&#146;s Board of Directors approved an amendment and
restatement of the Company&#146;s Bylaws (the &#147;Bylaws&#148; and as amended and restated, the &#147;Amended
Bylaws&#148;) on July&nbsp;27, 2010 to (1)&nbsp;conform to terminology of the TBOC that varies from terminology
used under the TBCA, (2)&nbsp;clarify and modernize certain provisions contained in the Company&#146;s
Bylaws, and (3)&nbsp;allow greater flexibility to use electronic transmissions to hold shareholder
meetings and conduct voting. Below is a bulleted summary of the primary changes to the Bylaws:


<P align="left" style="font-size: 10pt; text-indent: 4%"><U><I>Conforming to TBOC</I></U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The following sections were amended to remove references to the TBCA: Article&nbsp;I (in
new Section&nbsp;2); Article&nbsp;II, Sections&nbsp;6, 9, 10, 11 and 12; Article&nbsp;III, Sections&nbsp;7 and
12; and Article&nbsp;IX.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Article&nbsp;II, Section&nbsp;2 was amended to reflect the TBOC&#146;s requirements regarding the
confinement of business to be conducted at special meetings of shareholders to what is
stated in the meeting notice (other than procedural matters).</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Article&nbsp;II, Section&nbsp;7 was amended to match language in the TBOC, which requires that
a list of shareholders be prepared not later than the 11th day before the date of each
meeting of the shareholders. The Company&#146;s prior Bylaws provided that the voting list
be prepared at least 10&nbsp;days before each shareholder meeting.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Article&nbsp;II, Section&nbsp;8 was amended to conform the quorum requirement language to the
provisions of the TBOC and clarify that abstentions and broker non-votes are included
in the number of shares considered to be present at shareholder meetings.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Article&nbsp;II, Section&nbsp;9 was amended to conform the language regarding proxies to the
provisions of the TBOC.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%"><U><I>Clarifying Changes</I></U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Article&nbsp;I was amended to add a new Section&nbsp;1 for the purpose of defining
&#147;Corporation.&#148; In addition, section headings were added in Article&nbsp;I to distinguish
between the provisions relating to the Company&#146;s name and offices.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Article&nbsp;II, Section&nbsp;10 was amended to specify the voting standard for the election
of directors and other matters, including the treatment of abstentions and broker
non-votes.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Article&nbsp;III, Section&nbsp;2 was amended to update and clarify the language on director
tenure.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Article&nbsp;III, Section&nbsp;12 was amended to clarify the Board&#146;s authority to delegate to
committees.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Article&nbsp;IV, Section&nbsp;1 was amended to provide that the Chief Executive Officer may
appoint other officers and agents of the Company.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Article&nbsp;IV, Section&nbsp;3 was amended to remove the reference to a Board determination
that an officer removal be in the best interests of the Company and to clarify the
removal standards.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Article&nbsp;V, Section&nbsp;1 was amended to clarify that the Company&#146;s shares of stock may
be certificated or uncertificated. In addition, additional detail regarding the
content of certificates representing shares was incorporated into this section.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Other sections include conforming changes and other non-substantive and
technical&nbsp;edits and updates.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%"><U><I>Electronic Communications</I></U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Article&nbsp;II, Sections&nbsp;3, 4, 7, 9 and 12 and Article&nbsp;III, Sections&nbsp;3, 4, 5 and 7 were
amended to permit (1)&nbsp;the holding of meetings of shareholders by remote communication
and the content of related notices, (2)&nbsp;the electronic transmission of notices for
meetings of shareholders, (3)&nbsp;electronically transmitted proxies and (4)&nbsp;electronically
accessible voting lists.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%"><U><I>Miscellaneous</I></U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Article&nbsp;II, Sections&nbsp;13 and 14 were added to include specific provisions regarding
the timing and content of any advance notice that a shareholder must provide to the
Company to propose nominees for election as directors and other business to be voted on
by shareholders at shareholder meetings. Please see &#147;Advance Notice Provisions&#148; below
for more detail regarding these suggested revisions.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">The Amended Bylaws, and a copy marked to show changes from the prior Bylaws, are included as
Exhibits 3.1(i) and 3.1(ii), respectively, to this Current Report on Form 8-K, and are incorporated
herein by reference.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;5.07 Submission of Matters to a Vote of Security Holders.</B>


<P align="left" style="font-size: 10pt">The Company held its 2010 Annual Meeting of Shareholders (&#147;Annual Meeting&#148;) on July&nbsp;27, 2010 in
Houston, Texas. At the Annual Meeting, shareholders were requested to (1)&nbsp;elect six individuals to
serve on the Board of Directors until the next annual meeting of shareholders, each until their
respective successors are duly elected and qualified; and (2)&nbsp;ratify the selection by the Audit
Committee of the Board of Directors of Hein & Associates LLP as the Company&#146;s independent
registered public accounting firm for the fiscal year ending January&nbsp;31, 2011. Both proposals were
described in the Company&#146;s Notice of Annual Meeting and the Company&#146;s Definitive Proxy Statement on
Schedule&nbsp;14A, which were filed with the Securities and Exchange Commission on May&nbsp;28, 2010.


<P align="left" style="font-size: 10pt">The following actions were taken by the Company&#146;s shareholders at the Annual Meeting with respect
to each of the proposals:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Elect six individuals to serve on the Board of Directors until the next annual meeting of
shareholders, each until their respective successors are duly elected and qualified. All
nominees were re-elected as directors by the votes indicated:</TD>
</TR>

</TABLE>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="42%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Nominee</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Voted For</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Votes Withheld</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Broker Non-Votes</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">Billy F. Mitcham, Jr.</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><FONT style="font-size: 10pt">6,290,760</FONT></TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">334,897</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,218,896</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">Peter H. Blum</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><FONT style="font-size: 10pt">6,312,327</FONT></TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">313,330</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,218,896</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">Robert P. Capps</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><FONT style="font-size: 10pt">6,064,560</FONT></TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">561,097</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,218,896</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">R. Dean Lewis</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><FONT style="font-size: 10pt">6,272,460</FONT></TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">353,197</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,218,896</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">John F. Schwalbe</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><FONT style="font-size: 10pt">6,269,460</FONT></TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">356,197</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,218,896</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">Robert J. Albers</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><FONT style="font-size: 10pt">6,332,277</FONT></TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">293,380</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,218,896</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Ratify the selection by the Audit Committee of the Board of Directors of Hein & Associates
LLP as the Company&#146;s independent registered public accounting firm for the fiscal year ending
January&nbsp;31, 2011. Proposal 2 was approved by the votes indicated:</TD>
</TR>

</TABLE>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="41%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Voted For</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Voted Against</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Abstentions</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">8,651,685
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">167,597</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">25,271</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt"><B>Item&nbsp;9.01. Financial Statements and Exhibits</B>


<P align="left" style="font-size: 10pt"><B><I>(d)&nbsp;Exhibits.</I></B>


<P align="left" style="font-size: 10pt">The following exhibits are filed as a part of this Current Report on Form 8-K:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="92%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><FONT style="font-size: 9pt">3.1</FONT></TD>
    <TD nowrap valign="top"><FONT style="font-size: 9pt">(i)</FONT></TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">Third Amended and Restated Bylaws of Mitcham Industries, Inc. (effective July&nbsp;27, 2010)</FONT></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 9pt">
    <TD nowrap colspan="3" align="center" valign="top"><FONT style="font-size: 9pt">3.1(ii)</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">Third Amended and Restated Bylaws of Mitcham Industries, Inc. (marked to show<BR>
amendments effective July&nbsp;27, 2010)</FONT></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 9pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><FONT style="font-size: 9pt">10.1</FONT></TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">Second Amendment to Loan Agreement dated July&nbsp;27, 2010 by and between Mitcham<BR>
Industries, Inc. and First Victoria National Bank</FONT></DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt; display: none">




<!-- v.121908 -->

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<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><!-- SignatureHeader START -->
<P ALIGN="CENTER">
<FONT SIZE="2">
<B>
	SIGNATURES
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
</FONT>
</P>
<!-- SignatureHeader END --><!-- Signature START -->
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="19%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="3%">
	&nbsp;
</TD>
<TD WIDTH="1%">
	&nbsp;
</TD>
<TD WIDTH="43%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD COLSPAN="3" VALIGN="TOP" ALIGN="LEFT">
<FONT SIZE="2">
	Mitcham Industries, Inc.
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
<I>
	August 2, 2010
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	By:
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Robert P. Capps
</I>
<BR>
</FONT>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<HR SIZE="1" NOSHADE>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Name: Robert P. Capps
</I>
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Title: Chief Financial Officer
</I>
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
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<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><P ALIGN="CENTER">
<FONT SIZE="2">
	Exhibit&nbsp;Index
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="60%">
<TR VALIGN="BOTTOM">
<TD WIDTH="8%">
	&nbsp;
</TD>
<TD WIDTH="15%">
	&nbsp;
</TD>
<TD WIDTH="77%">
	&nbsp;
</TD>
</TR>

<BR>
<TR VALIGN="BOTTOM">
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Exhibit No.
</B>
</FONT>
</TD>
<TD>
<FONT SIZE="1">
	&nbsp;
</FONT>
</TD>
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Description
</B>
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD NOWRAP ALIGN="CENTER">
<HR SIZE="1" NOSHADE>
</TD>
<TD>
<FONT SIZE="1">
	&nbsp;
</FONT>
</TD>
<TD NOWRAP ALIGN="CENTER">
<HR ALIGN="LEFT" SIZE="1" WIDTH="88%" NOSHADE>
</TD>
</TR>





<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	3.1(i)
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Third Amended and Restated Bylaws of Mitcham Industries, Inc. (effective July 27, 2010)
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	3.1(ii)
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Third Amended and Restated Bylaws of Mitcham Industries, Inc. (marked to show amendments effective July 27, 2010)
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.1
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Second Amendment to Loan Agreement dated July 27, 2010 by and between Mitcham Industries, Inc. and First Victoria National Bank
</FONT>
</TD>
</TR></TABLE></CENTER><!-- HTMLFooter START -->
</BODY>
</HTML>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1(I)
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-3.1(I)
<TEXT>
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> EX-3.1(i) </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">

<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>Exhibit&nbsp;3.1(i)</B></FONT>



<P align="center" style="font-size: 12pt"><B>THIRD AMENDED AND RESTATED BYLAWS OF<BR>
MITCHAM INDUSTRIES, INC.<BR>
JULY 27, 2010<BR>
ARTICLE I<BR>
Identification and Offices</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 1. Name. </B>The name of the corporation is Mitcham Industries, Inc. (the &#147;<B><I>Corporation</I></B>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 2. Offices. </B>The Corporation may have such offices, either within or without the State
of Texas, as the board of directors of the Corporation (the &#147;<B><I>Board of Directors</I></B>&#148;) may designate or
as the business of the Corporation may require from time to time. The registered office of the
Corporation required by the Texas Business Organizations Code (the &#147;<B><I>TBOC</I></B>&#148;) to be maintained in the
State of Texas may be, but need not be, identical with the principal office of the Corporation in
the State of Texas, as designated by the Board of Directors. The address of the registered office
or the identity of the registered agent may be changed from time to time by the Board of Directors,
pursuant to the provisions of the TBOC.


<P align="center" style="font-size: 12pt"><B>ARTICLE II<BR>
Shareholders</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 1. Annual Meeting</B>. The annual meeting of the shareholders shall be held on such date
in each year and at such time and place as may be determined by the Board of Directors, for the
purpose of electing directors and for the transaction of such other business as may come before the
meeting. If the election of directors is not held on the day designated for any annual meeting of
the shareholders or at any adjournment thereof, the Board of Directors shall cause the election to
be held at a special meeting of the shareholders as soon thereafter as may be convenient.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 2. Special Meetings</B>. Special meetings of the shareholders, for any purpose or
purposes, may be called by the President or by the Board of Directors, and shall be called by the
President at the request of the holder(s) of not less than 10% of the outstanding shares of the
Corporation entitled to vote at the meeting. Other than procedural matters, the business transacted
at all special meetings shall be confined to the purposes stated in the notice thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 3. Place of Meeting</B>. The Board of Directors may designate any place, either within or
without the State of Texas, as the place of meeting for any annual or special meeting of the
shareholders. The Board of Directors may determine that any meeting may be held by means of remote
communication in accordance with TBOC requirements for notice and alternative forms of meetings. If
no designation is made, or if a special meeting is called otherwise than by the Board of Directors,
the place of meeting shall be the registered office of the Corporation in the State of Texas.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 4. Notice of Meeting</B>. Notice stating the place, day and hour of any meeting of
shareholders and, in case of a special meeting of shareholders, the purpose or purposes for which
the meeting is called, shall be delivered not less than 10 nor more than 60&nbsp;days before the date of
the meeting, by or at the direction of the President, the Secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such meeting. The notice may
be given in person, by electronic transmission (on consent of the shareholder and in the form of
electronic transmission specified by the shareholder) or by mail. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, addressed to the shareholder at
his address as it appears on the stock transfer books of the Corporation, with postage thereon
prepaid. If electronically transmitted, notice shall be deemed provided when the notice is (a)
transmitted to a facsimile number provided by the shareholder for the purpose of receiving notice;
(b)&nbsp;transmitted to an electronic mail address provided by the shareholder for the purpose of
receiving notice; (c)&nbsp;posted on an electronic network and a message is sent to the shareholder at
the address provided by the shareholder for the purpose of alerting the shareholder of a posting;
or (d)&nbsp;communicated to the shareholder by any other form of electronic transmission consented to by
the shareholder. If a meeting is held by means of remote communication, notice shall include
information on how to access the list of shareholders entitled to vote at the meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 5. Closing of Transfer Records and Fixing of Record Date</B>. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment of any distribution, or in order
to make a determination of shareholders for any other proper purpose, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period not to exceed 60&nbsp;days. If
the stock transfer books are closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed for at least 10&nbsp;days
immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of
Directors may, by resolution, fix in advance a date as the record date for any such determination
of shareholders, such date in any case to be not more than 60&nbsp;days and, in case of a meeting of
shareholders, not less than 10&nbsp;days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a distribution, the date on
which notice of the meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section, such determination shall apply to any
adjournment thereof except where the determination has been made through the closing of the stock
transfer books and the stated period of closing has expired.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 6. Fixing Record Dates for Consents to Action</B>. Unless a record date shall have
previously been fixed or determined pursuant to Section&nbsp;5 of this Article&nbsp;II, whenever action by
shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the
Board of Directors may fix a record date for the purpose of determining shareholders entitled to
consent to that action, which record date shall not precede, and shall not be more than 10&nbsp;days
after, the date upon which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors and the prior action of the
Board of Directors is not required by the TBOC, the record date for determining shareholders
entitled to consent to action in writing without a meeting shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office, its principal place of business, or an officer or
agent of the Corporation having custody of the books in which proceedings of meetings of
shareholders are recorded. Delivery shall be by hand or by certified or registered mail, return
receipt requested. Delivery to the Corporation&#146;s principal place of business shall be addressed to
the President or the Chief Executive Officer. If no record date shall have been fixed by the Board
of Directors and prior action of the Board of Directors is required by the TBOC, the record date
for determining shareholders entitled to consent to action in writing without a meeting shall be at
the close of business on the date on which the Board of Directors adopts a resolution taking such
prior action.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 7. Voting Lists</B>. The officer or agent having charge of the stock transfer books of
the Corporation shall make, not later than the 11th day before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof,
arranged in alphabetical order, with the address, the type of shares and the number of shares held
by each. The list shall be kept on file at the registered office or the principal place of business
of the Corporation for a period of 10&nbsp;days prior to such meeting, and shall be subject to
inspection by any shareholder at any time during usual business hours. Instead of being kept on
file, the voting list may be kept on a reasonably accessible electronic network if the information
required to gain access to the list is provided with notice of meeting. If the list is made
accessible electronically, the Corporation shall take reasonable measures to ensure the information
is only accessible to shareholders. Such list shall also be produced and opened at the time and
place of the meeting and shall be subject to the inspection by any shareholder during the whole
time of the meeting. If a meeting of the shareholders is held by means of remote communication, the
voting list shall be made open to inspection by a shareholder on a reasonably accessible electronic
network. The original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any meeting of
shareholders.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 8. Quorum</B>. The holders of the majority of the shares of the Corporation entitled to
vote, and represented in person or by proxy (counting for all such purposes all abstentions and
broker non-votes), shall constitute a quorum at a meeting of shareholders unless otherwise provided
in the Articles of Incorporation of the Corporation, as same may be amended from time to time (the
&#147;<B><I>Articles of Incorporation</I></B>&#148;). If less than a quorum is represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further notice. At any
reconvened meeting at which a quorum is present or represented, any business may be transacted that
might have been transacted as originally notified. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 9. Proxies</B>. At all meetings of shareholders, a shareholder may vote by proxy executed
in writing by the shareholder or by his duly authorized attorney in fact. A telegram, telex,
cablegram or similarly reliable electronic transmission by the shareholder or his duly authorized
attorney in fact, or a photographic, photostatic, facsimile or similarly reliable reproduction of a
writing executed by the shareholder or his duly authorized attorney in fact shall be treated as an
execution in writing for purposes of this section. Any electronic proxy transmission shall contain
or be accompanied by information from which it can be determined that the transmission was
authorized by the shareholder. Such proxy shall be filed with the Secretary of the Corporation
before or at the time of the meeting. No proxy shall be valid after 11&nbsp;months from the date of its
execution, unless otherwise provided in the proxy. Each proxy shall be revocable before it has been
voted unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is
coupled with an interest, including the appointment as proxy of (a)&nbsp;a pledgee, (b)&nbsp;a person who
purchased or agreed to purchase, or owns or holds an option to purchase, the shares subject to the
proxy, (c)&nbsp;a creditor of the corporation who extends its credit under terms requiring the
appointment, (d)&nbsp;an employee of the corporation whose employment contract requires the appointment,
or (e)&nbsp;a party to a voting agreement or shareholder&#146;s agreement created under the TBOC. A revocable
proxy shall be deemed to have been revoked if the Secretary of the Corporation shall have received
at or before the meeting instructions of revocation or a proxy bearing a later date, which
instructions or proxy shall have been duly executed and dated in writing by the shareholder.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 10. Voting of Shares</B>.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(a)&nbsp;</B>Except as otherwise provided by the TBOC, and unless otherwise expressly provided in the
Articles of Incorporation or in any resolution of the Board of Directors adopted with regard to a
class or series of preferred stock authorized by the Articles of Incorporation, each outstanding
share entitled to vote shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(b)&nbsp;</B>With respect to each matter other than the election of directors as to which no other
voting requirement is specified by law, the Articles of Incorporation or The Nasdaq Stock Market
LLC, the act of the shareholders shall be the affirmative vote of the holders of a majority of the
shares entitled to vote on, and voted for or against, or expressly abstained with respect to, the
matter at a meeting at which a quorum is present; provided that, for purposes of this sentence,
abstentions and broker non-votes shall not be counted as voted either for or against such matter.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(c)&nbsp;</B>Directors of the Corporation shall be elected by a plurality of the votes cast by the
holders of shares entitled to vote in the election of directors at a meeting of shareholders at
which a quorum is present. Withholding votes, abstentions and broker non-votes will be counted for
purposes of determining the presence or absence of a quorum at a meeting at which directors are
nominated for election but otherwise will have no effect on the election of a director nominee.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 11. Actions Without a Meeting</B>. Any action required or permitted by the TBOC to be
taken at any annual or special meeting of shareholders, may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holder or holders of shares having not less than the minimum number
of votes that would be necessary to take such action at a meeting at which the holders of all
shares entitled to vote on the action were presented and voted. Such writing, which may be in
counterparts, shall be manually executed if practicable; provided, however, that if circumstances
so require, effect shall be given to written consent transmitted by telegraph, telex, telecopy or
similarly reliable means of visual data transmission.


<P align="left" style="font-size: 12pt; text-indent: 4%">Every written consent shall bear the date of signature of each shareholder who signs the
consent. No written consent shall be effective to take the action that is the subject of the
consent unless, within 60&nbsp;days after the date of the earliest dated consent delivered to the
Corporation in the manner required by this Section&nbsp;11, a consent or consents signed by the holder
or holders of shares having not less than the minimum number of votes that would be necessary to
take the action that is the subject of the consent are delivered to the Corporation by delivery to
its registered office, its principal place of business, or an officer or agent of the Corporation
having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery
shall be by hand or by certified or registered mail, return receipt requested. Delivery to the
Corporation&#146;s principal place of business shall be addressed to the President or principal
executive officer of the Corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%">Prompt notice of the taking of any action by shareholders without a meeting by less than
unanimous written consent shall be given to those shareholders who did not consent in writing to
the action.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 12. Telephone and Remote Communication Meetings</B>. Subject to the TBOC requirements for
notice and alternative forms of meetings, meetings of the shareholders of the Corporation may be
conducted by means of conference telephone or similar communications equipment, including
videoconferencing technology or the internet, whereby all persons participating in the meeting can
hear and speak to each other.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 13. Notice of Business by Shareholders. </B>At an annual meeting of shareholders, only
such business shall be conducted as shall have been brought before the meeting (a)&nbsp;by or at the
direction of the Board of Directors or (b)&nbsp;by any shareholder of the Corporation who complies with
the notice procedures set forth in this Section&nbsp;13. For business to be properly brought before an
annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a shareholder&#146;s notice must be delivered to or
mailed and received at the principal executive offices of the Corporation, not less than 70&nbsp;days
nor more than 100&nbsp;days prior to the meeting; provided, however, that in the event that less than 30
days&#146; notice or prior public disclosure of the date of the meeting is given or made to the
shareholders, notice by the shareholder to be timely must be received not later than the close of
business on the 10<sup>th</sup> day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made. A shareholder&#146;s notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring before the annual
meeting the following information: (a)&nbsp;a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the annual meeting; (b)
the name and address, as they appear on the Corporation&#146;s books, of the shareholder proposing such
business; (c)&nbsp;the number of shares of the Corporation which are beneficially owned by the
shareholder; and (d)&nbsp;any material interest of the shareholder in such business. Notwithstanding
anything in these Amended and Restated Bylaws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this Section&nbsp;13. The Chairman
of an annual meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in accordance with the provisions of this
Section&nbsp;13, and if he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing
provisions of this Section&nbsp;13, a shareholder seeking to have a proposal included in the
Corporation&#146;s proxy statement shall comply with the requirements of Regulation&nbsp;14A under the
Exchange Act (including, but not limited to, Rule&nbsp;14a-8 or any successor provision).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 14. Notice of Director Nominees by Shareholders. </B>Nominations of persons for election
to the Board of Directors may be made at a meeting of shareholders (a)&nbsp;by or at the direction of
the Board of Directors or (b)&nbsp;by any shareholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set forth in this
Section&nbsp;14. Nominations by shareholders shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a shareholder&#146;s notice shall be delivered to or mailed
and received at the principal executive offices of the Corporation not less than 70&nbsp;days nor more
than 100&nbsp;days prior to the meeting; provided, however, that in the event that less than 30&nbsp;days&#146;
notice or prior public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than the close of business on
the 10<sup>th</sup> day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. Such shareholder&#146;s notice shall set forth (a)&nbsp;as to
each person whom the shareholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in solicitations of proxies
for election of directors, or is otherwise required, in each case pursuant to Regulation&nbsp;14A under
the Exchange Act (including such person&#146;s written consent to being named in the proxy statement as
a nominee and to serving as a director if elected); and (b)&nbsp;as to the shareholder giving the notice
(i)&nbsp;the name and address, as they appear on the Corporation&#146;s books, of such shareholder and
(ii)&nbsp;the number of shares of the Corporation which are beneficially owned by such shareholder. At
the request of the Board of Directors, any person nominated by the Board of Directors for election
as a director shall furnish to the Secretary of the Corporation that information required to be set
forth in a shareholder&#146;s notice of nomination which pertains to the nominee. No person shall be
eligible for election as a director of the Corporation unless nominated in accordance with the
procedures set forth in these Amended and Restated Bylaws. The Chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these Amended and Restated Bylaws, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall be disregarded.


<P align="center" style="font-size: 12pt"><B>ARTICLE III<BR>
Board of Directors</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 1. General Power</B>. The powers of the Corporation shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed by its Board of
Directors except as the Board of Directors shall delegate the power to so manage to the Executive
Committee or other committee.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 2. Number, Tenure and Qualifications</B>. Upon resolution of the Board of Directors, the
number of directors may be increased or decreased, but no decrease shall have the effect of
shortening the term of any incumbent director. Each director shall hold office until the next
annual meeting of the shareholders, unless earlier removed, and until his successor shall have been
duly elected and qualified, unless such director resigns or becomes disqualified or disabled. A
director need not be a resident of the State of Texas or a shareholder of the Corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 3. Regular Meetings</B>. A regular meeting of the Board of Directors shall be held
without notice other than this Section&nbsp;3 immediately after, and at the same place as, the annual
meeting of shareholders. The Board of Directors may provide, by resolution, the time and place,
either within or without the State of Texas, or through remote communication, for the holding of
additional regular meetings without notice other than such resolution.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 4. Special Meetings</B>. Special meetings of the Board of Directors may be called by or
at the request of the President or a majority of the elected and acting directors from time to
time. The person or persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Texas, or through remote communication, as the
place for holding any special meeting called by them.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 5. Notice</B>. Written notice of any special meeting of the Board of Directors shall be
delivered personally to each director or by mail or telegram, telex, telecopy or similarly reliable
means of visual data transmission to each director at his business address, in all cases at least
one day prior to such meeting. Notice may be provided by electronic transmission on consent of the
director and in the electronic form specified by such director. If mailed, such notice shall be
deemed to be delivered two days after such notice has been deposited in the United States mail so
addressed, with postage thereon prepaid. If electronically transmitted, notice shall be deemed
provided when the notice is (a)&nbsp;transmitted to a facsimile number provided by the director for the
purpose of receiving notice; (b)&nbsp;transmitted to an electronic mail address provided by the director
for the purpose of receiving notice; (c)&nbsp;posted on an electronic network and a message is sent to
the director at the address provided by the director for the purpose of alerting the director of a
posting; or (d)&nbsp;communicated to the director by any other form of electronic transmission consented
to by the director. Any director may waive notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business because that
meeting is not lawfully called or convened. Neither the business to be transacted at, nor the
purpose of any regular or special meeting of the Board of Directors need be specified in the
notice, or waiver of notice of such meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 6. Quorum</B>. A majority of the number of directors fixed in accordance with Section&nbsp;2
of this Article&nbsp;III shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without further notice.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 7. Manner of Acting.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(a)&nbsp;Actions at a Meeting</B>. Except as provided in Paragraph (b)&nbsp;of this Section&nbsp;7, the act of
the majority of the directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the act of a greater number is required by the Articles of
Incorporation.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(b)&nbsp;Actions Without a Meeting</B>. Any action required or permitted to be taken at a meeting of
the Board of Directors or any committee may be taken without a meeting, if a consent in writing,
setting forth the action so taken, is signed by all of the members of the Board of Directors,
Executive Committee or other committee, as the case may be. Such consent shall have the same force
and effect as a unanimous vote at a meeting. Such writing, which may be in counterparts, shall be
manually executed if practicable; provided, however, that if circumstances so require, effect shall
be given to written consent transmitted by telegraph, telex, telecopy, or similarly reliable means
of visual data transmission.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(c)&nbsp;Telephone and Remote Communication Meetings</B>. Subject to the provisions required by the
TBOC for notice and alternative forms of meetings, meetings of the Board of Directors of the
Corporation or any committee may be conducted by means of conference telephone or similar
communications equipment, including videoconferencing or internet, whereby all persons
participating in the meeting can hear and speak to each other.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 8. Vacancies</B>. Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of (a)&nbsp;the holders of a majority of the outstanding shares entitled to vote
thereon at an annual or special meeting of shareholders called for that purpose, or (b)&nbsp;a majority
of the remaining directors though less than a quorum of the Board of Directors. A person elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in office.


<P align="left" style="font-size: 12pt; text-indent: 4%">A vacancy shall be deemed to exist by reason of the death or resignation of the person
elected, or upon the failure of shareholders to elect directors to fill the unexpired term of
directors removed in accordance with the provisions of Section&nbsp;9 of this Article&nbsp;III.


<P align="left" style="font-size: 12pt; text-indent: 4%">A directorship to be filled by reason of an increase in the number of directors may be filled
by (a)&nbsp;the affirmative vote of the holders of a majority of the outstanding shares entitled to vote
thereon at an annual or special meeting of shareholders called for that purpose or (b)&nbsp;the Board of
Directors for a term of office continuing only until the next election of one or more directors by
the shareholders; provided, that the Board of Directors may not fill more than two such
directorships during the period between any two successive annual meetings of shareholders.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 9. Removal</B>. At any meeting of shareholders called expressly for the purpose of
removal, any director or the entire Board of Directors may be removed, with or without cause, by a
vote of the holders of a majority of the shares then entitled to vote at an election of directors.
Removal of directors with or without cause may also be accomplished by unanimous written consent of
the shareholders without a meeting. In case the entire board or any one or more of the directors
are so removed, new directors may be elected at the same meeting, or by the same written consent,
for the unexpired term of the director or directors so removed. Failure to elect directors to fill
the unexpired term of the directors so removed shall be deemed to create a vacancy or vacancies in
the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 10. Compensation</B>. By resolution of the Board of Directors, the directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director.
No such payment shall preclude any director from serving the Corporation in any other capacity and
receiving compensation therefore.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 11. Presumption of Assent</B>. A director of the Corporation who is present at a meeting
of the Board of Directors in which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the minutes of the
meeting, or unless he shall file his written dissent to such action with the person acting as
secretary of the meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor of such action.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 12. Executive and Other Committees</B>. There may be established an Executive Committee,
and one or more other committees, composed of one or more directors designated by resolution
adopted by a majority of the full number of directors of the Board of Directors as fixed in
accordance with Section&nbsp;2 of this Article&nbsp;III. The Executive Committee or such other committees may
meet at stated times, or on notice to all members by any one member. Vacancies in the membership of
the Executive Committee or such other committees shall be filled by a majority vote of the full
number of directors on the Board of Directors at a regular meeting or at a special meeting called
for that purpose. During the intervals between meetings of the Board, the Executive Committee, if
it shall have been established, may advise and aid the officers of the Corporation in all matters
concerning its interest and the management of its business, and shall generally perform such duties
and exercise such powers as may be directed to delegated by the Board of Directors from time to
time. Subject to such restrictions as may be contained in the Articles of Incorporation or that may
be imposed by the TBOC, any such committee shall have and may exercise such powers and authority of
the Board of Directors in the management of the business and affairs of the&nbsp;Corporation as the
Board of Directors may determine by resolution and specify in the respective resolutions appointing
them, or as permitted by applicable law, including, without limitation, the power and authority to
(a)&nbsp;authorize a distribution and (b)&nbsp;authorize the issuance of shares of the Corporation. The
designation of and delegation of power to the Executive Committee shall not operate to relieve the
Board of Directors, or any members thereof, of any responsibility imposed upon it or him by law,
nor shall such committee function where action of the Board of Directors cannot be delegated to a
committee thereof under applicable law.


<P align="center" style="font-size: 12pt"><B>ARTICLE IV<BR>
Officers</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 1. General</B>. The officers of the Corporation shall be elected by the Board of
Directors and shall consist of a President, a Secretary, and such other officers and assistant
officers as the Board of Directors may deem necessary, including, without limitation, a Chairman of
the Board of Directors, a Chief Executive Officer, a Chief Operating Officer, a Chief Financial
Officer, a Controller, a Treasurer and one or more Vice Presidents. The officers of the Corporation
shall have the respective responsibilities and duties indicated herein, if any, as well as any
other responsibilities and duties designated to each such officer by the Board of Directors. Any
two or more offices may be held by the same person. In addition, the Chief Executive Officer may
appoint such other officers and agents as he may deem necessary for the efficient and successful
conduct of the Corporation&#146;s business.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 2. Election and Term of Office</B>. The officers of the Corporation shall be elected
annually by the Board of Directors at the regular meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election is not held at such meeting such election shall
be held as soon thereafter as may be convenient. Each officer shall hold office until his successor
shall have been duly elected or until his death, or until he shall resign or shall have been
removed in the manner hereinafter provided.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 3. Removal</B>. Any officer appointed by the Board of Directors may be removed by a
majority vote of the whole Board of Directors; provided that such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Any officer or agent appointed
by the Chief Executive Officer may be removed at any time by majority vote of the whole Board of
Directors or by the Chief Executive Officer. Election or appointment of an officer or agent shall
not of itself create contract rights.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 4. Vacancies</B>. A vacancy in any office, because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of
the term.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 5. Chairman of the Board</B>. The Chairman of the Board of Directors, if there is one,
shall be an executive officer of the Corporation and shall: (a)&nbsp;preside over all meetings of the
Board of Directors at which he is present; (b)&nbsp;supervise the implementation of the policies adopted
or approved by the Board of Directors; and (c)&nbsp;shall have and exercise such other powers and
perform such other duties as may be assigned to him from time to time by the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 6. Chief Executive Officer</B>. Under the direction and subject to the control of the
Board of Directors, the Chief Executive Officer, if there is one, shall: (a)&nbsp;be responsible for the
general management of the affairs of the Corporation; (b)&nbsp;see that all orders and resolutions of
the Board of Directors and any committee thereof are carried into effect; (c)&nbsp;perform all duties
customarily performed by persons occupying the office of chief executive officer; (d)&nbsp;preside at
all meetings of shareholders and, in the absence of or because of the inability to act of the
Chairman of the Board (if there is one), perform all duties of the Chairman of the Board, and when
so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of
the Board; and (e)&nbsp;have and exercise such other powers and perform such other duties as may be
assigned to him from time to time by the Board of Directors or any committee thereof. The Chief
Executive Officer may sign, alone or with the Secretary or any other properly authorized officer of
the Corporation, certificates for shares of the Corporation&#146;s capital stock, contracts, and other
instruments of the Corporation as authorized by the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 7. President</B>. Under the direction and subject to the control of the Board of
Directors and the Chief Executive Officer (if there is one), the President shall: (a)&nbsp;act in a
general executive capacity; (b)&nbsp;assist the Board of Directors and the Chief Executive Officer in
the administration and operation of the Corporation&#146;s business and the general supervision of its
policies and affairs; (c)&nbsp;in the absence of or because of the inability to act of the Chief
Executive Officer, perform all duties of the Chief Executive Officer, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the Chief Executive Officer;
(d)&nbsp;perform all duties customarily performed by persons occupying the office of president; and (e)
have and exercise such other powers and perform such other duties as may be assigned to him from
time to time by the Board of Directors or any committee thereof or the Chief Executive Officer (if
there is one). The President may sign, alone or with the Secretary or any other properly authorized
officer of the Corporation, certificates for shares of the Corporation&#146;s capital stock, contracts,
and other instruments of the Corporation as authorized by the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 8. Chief Operating Officer</B>. Under the direction and subject to the control of the
Board of Directors, the Chief Executive Officer (if there is one) and the President, the Chief
Operating Officer, if there is one, shall: (a)&nbsp;have general charge and supervision of the day to
day operations of the Corporation; (b)&nbsp;perform all duties customarily performed by persons
occupying the office of chief operating officer; and (c)&nbsp;have and exercise such other powers and
perform such other duties as may be assigned to him from time to time by the Board of Directors or
any committee thereof, the Chief Executive Officer (if there is one) or the President.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 9. Chief Financial Officer</B>. Under the direction and subject to the control of the
Board of Directors, the Chief Executive Officer (if there is one) and the President, the Chief
Financial Officer, if there is one, shall: (a)&nbsp;assist the Chief Executive Officer (if there is one)
and the President in the performance of their respective duties; (b)&nbsp;perform all duties relating to
the general management and operation (with specific attention to financial matters) of the
Corporation customarily performed by persons occupying the office of chief financial officer; and
(c)&nbsp;have and exercise such other powers and perform such other duties as may be assigned to him
from time to time by the Board of Directors or any committee thereof, the Chief Executive Officer
(if there is one) or the President. The Chief Financial Officer may, alone or with the Controller
(if there if one) or the Treasurer when so authorized by the Board of Directors, sign and endorse
checks, deposit slips and other monetary instruments for and on behalf of the Corporation as
authorized by the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 10. The Vice Presidents</B>. In the absence of or because of the inability to act of the
Chief Executive Officer (if there is one) and the President, the Vice President (or should there be
more than one Vice President, the Vice Presidents in the order designated at the time of their
election, or in the absence of any designation then in the order of their election) shall, subject
to the control of the Board of Directors, perform the duties of President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the President. Each Vice
President shall have and exercise such other powers and perform such other duties as may be
assigned to him from time to time by the Board of Directors or any committee thereof, the Chief
Executive Officer (if there is one), the President or the Chief Operating Officer (if there is
one).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 11. The Secretary</B>. The Secretary shall: (a)&nbsp;keep the minutes of the shareholders&#146; and
the Board of Directors&#146; meetings in one or more books provided for that purpose; (b)&nbsp;see that all
notices are duly given in accordance with the provisions of these Amended and Restated Bylaws, or
as required by law; (c)&nbsp;be custodian of the corporate records and of the seal of the Corporation,
and see that the seal of the Corporation is affixed to all documents as may be necessary or
appropriate; (d)&nbsp;keep a register of the post office address of each shareholder which shall be
furnished to the Secretary by each such shareholder; (e)&nbsp;have general charge of the share transfer
records of the Corporation; (f), perform all duties customarily performed by persons occupying the
office of secretary; and (g)&nbsp;have and exercise such other powers and perform such other duties as
may be designated to him from time to time by the Board of Directors or any committee thereof, the
Chief Executive Officer (if there is one), the President or the Chief Operating Officer (if there
is one).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 12. Controller</B>. The Controller, if there is one, shall be the chief accounting
officer of the Corporation. Under the direction and subject to the control of the Board of
Directors, the Chief Executive Officer (if there is one) and the Chief Financial Officer (if there
is one), the Controller shall: (a)&nbsp;maintain records of all assets, liabilities, and transactions of
the Corporation; (b)&nbsp;be responsible for the design, installation and maintenance of accounting and
cost control systems and procedures for the Corporation, including, without limitation, reviewing
and approving all vendor invoices and customer invoices, reviewing the financial information of the
Corporation&#146;s subsidiaries, and preparing the Corporation&#146;s consolidated financial statements and
other information; and (c)&nbsp;have and exercise such other powers and perform such other duties as may
be designated to him from time to time by the Board of Directors or any committee thereof, the
Chief Executive Officer (if there is one), the President or the Chief Financial Officer (if there
is one). The Controller may, alone or with the Chief Financial Officer (if there is one) or the
Treasurer when so authorized by the Board of Directors, sign and endorse checks, deposit slips and
other monetary instruments for and on behalf of the Corporation as authorized by the Board of
Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 13. The Treasurer</B>. Under the direction and subject to the control of the Board of
Directors, the Chief Executive Officer (if there is one) and the Chief Financial Officer (if there
is one), the Treasurer, if there is one, shall: (a)&nbsp;have charge and custody of, and be responsible
for, all funds and securities of the Corporation from any source whatsoever; (b)&nbsp;deposit all such
moneys in the name of the Corporation in such banks, trust companies, or other depositories as
shall be selected by the Board of Directors; (c)&nbsp;perform all duties customarily performed by
persons occupying the office of treasurer; and (d)&nbsp;have and exercise such other powers and perform
such other duties as may be designated to him from time to time by the Board of Directors or any
committee thereof, the Chief Executive Officer (if there is one), the President or the Chief
Financial Officer (if there is one). If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his duties in such sum, and with such surety or sureties,
as the Board of Directors shall determine.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 14. Assistant Secretaries</B>. The Assistant Secretaries, when authorized by the Board of
Directors, may sign with the Chief Executive Officer, the President, or a Vice President,
certificates for shares of the Corporation&#146;s capital stock the issuance of which shall have been
authorized by a resolution of the Board of Directors. The Assistant Secretaries, in general, shall
have and exercise such other powers and perform such other duties as shall be assigned to them by
the Board of Directors or any committee thereof, the Chief Executive Officer (if there is one), the
President, the Chief Operating Officer (if there is one), or the Secretary.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 15. Assistant Treasurers</B>. The Assistant Treasurers shall, respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and
with such sureties as the Board of Directors shall determine. The Assistant Treasurers, in general,
shall have and exercise such other powers and perform such other duties as shall be assigned to
them by the Board of Directors or any committee thereof, the Chief Executive Officer (if there is
one), the President, the Chief Financial Officer (if there is one), the Controller or the
Treasurer.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 16. Salaries</B>. The salaries, if any, of the officers shall be fixed from time to time
by the Board of Directors and no officer shall be prevented from receiving such salary by reason of
the fact that he is also a director of the Corporation.


<P align="center" style="font-size: 12pt"><B>ARTICLE V<BR>
Certificates for Shares, Uncertificated Stock, Transfer and Replacement</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 1. Form and Issuance of Shares</B>. The shares of the Corporation&#146;s stock may be
certificated or uncertificated, as provided under Texas law. Any certificates representing shares
of the Corporation&#146;s capital stock shall be in such form as shall be approved from time to time by
the Board of Directors. Each certificate shall state on the front of the certificate that the
Corporation is organized under the laws of the State of Texas, the holder&#146;s name, the number and
class of shares, and the designation of the series, if any, represented by the certificate.&nbsp; Any
certificate subject to a restriction on the transfer or registration of the transfer of the
ownership interests must state such restrictions on the certificate in accordance with the
provisions of the TBOC. Certificates shall be signed by the Chief Executive Officer or the
President and by the Secretary or an Assistant Secretary. If such certificates are signed or
countersigned by a transfer agent or registrar, other than the Corporation, such signature of the
Chief Executive Officer or the President and Secretary or Assistant Secretary, and the seal of the
Corporation, or any of them, may be executed in facsimile, engraved or printed. If any officer who
has signed or whose facsimile signature has been placed on any certificate shall have ceased to be
such officer before the certificate is issued, it may be issued by the Corporation with the same
effect as if the officer has not ceased to be such at the date of issue. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and address of the person
to whom the shares represented thereby are issued with the number of shares and date of issue,
shall be entered on the share transfer records of the Corporation. All certificates surrendered to
the Corporation for transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and cancelled, except
that in case of a lost, stolen or destroyed certified a new one may be issued therefore as provided
in Section&nbsp;3 of this Article&nbsp;V.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 2. Transfer of Shares</B>. Transfer of shares of the Corporation&#146;s capital stock shall be
made only on the stock transfer books of the Corporation upon surrender for cancellation of the
certificate for such shares, together with a request to transfer and such other documents and
opinion as counsel to the Corporation may require. The person in whose name shares stand on the
stock transfer books of the Corporation shall be deemed by the Corporation to be the owner thereof
for all purposes.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 3. Lost, Stolen or Destroyed Certificates</B>. The Corporation shall issue a new
certificate in place of any certificate for shares previously issued if the registered owner of the
certificate: (a)&nbsp;makes proof in affidavit form that it has been lost, destroyed or wrongfully
taken; (b)&nbsp;requests the issuance of a new certificate before the Corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and without notice of an
adverse claim; (c)&nbsp;gives a bond in such form, and with such surety or sureties, with fixed or open
penalty, as the Corporation may direct, or indemnifies the Corporation (and its transfer agent and
registrar, if any) against any claim that may be made on account of the alleged loss, destruction
or theft of the certificates; and (d)&nbsp;satisfies any other reasonable requirements imposed by the
Corporation. When a certificate has been lost, apparently destroyed or wrongfully taken, and the
holder of record fails to notify the Corporation within a reasonable time after he has notice of
it, and the Corporation registers a transfer of the shares represented by the certificate before
receiving such notification, the holder of record is precluded from making any claim against the
Corporation for the transfer or for a new certificate.


<P align="center" style="font-size: 12pt"><B>ARTICLE VI<BR>
Fiscal Year</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">The Board of Directors shall, by resolution, fix the fiscal year of the Corporation.


<P align="center" style="font-size: 12pt"><B>ARTICLE VII<BR>
Distributions</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">The Board of Directors may from time to time make distributions in the manner provided by law.


<P align="center" style="font-size: 12pt"><B>ARTICLE VIII<BR>
Seal</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">The Board of Directors shall adopt a corporate seal, which shall be circular in form and shall
have inscribed thereon the name of the Corporation, the state of incorporation, and the
five-pointed Texas star.


<P align="center" style="font-size: 12pt"><B>ARTICLE IX<BR>
Waiver of Notice</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Whenever any notice is required to be given to any shareholder or director of the Corporation
under the provisions of these Amended and Restated Bylaws, the Articles of Corporation or the TBOC,
a waiver thereof in writing signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of such notice.


<P align="center" style="font-size: 12pt"><B>ARTICLE X<BR>
Procedure</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Meetings of the shareholders and of the Board of Directors shall be conducted in accordance
with the procedure as contained in Robert&#146;s Rules of Order, to the extent applicable.


<P align="center" style="font-size: 12pt"><B>ARTICLE XI<BR>
Participation of Directors and Officers in Related Business</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Unless otherwise provided by contract, officers and directors of this Corporation may hold
positions as officers and directors of other corporations, in related businesses, and their efforts
to advance the interest of those corporations will not create a breach of fiduciary duty to this
Corporation in the absence of bad faith.


<P align="center" style="font-size: 12pt"><B>ARTICLE XII<BR>
Amendments</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">The Board of Directors shall have the power to alter, amend or repeal these Amended and
Restated Bylaws or adopt new bylaws, subject to amendment, repeal or adoption of new bylaws by
action of the shareholders and unless the shareholders in amending, repealing or adopting a
particular bylaw expressly provide that the Board of Directors may not amend or repeal such bylaw.
The Board of Directors may exercise this power at any regular or special meeting at which a quorum
is present by the affirmative vote of a majority of the Directors present at the meeting and
without any notice of the action taken with respect to the Bylaws having been contained in the
notice of waiver of notice of meeting.



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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>Exhibit&nbsp;3.1(ii)</B></FONT>



<P align="center" style="font-size: 12pt"><B>SECOND</B><U><B>THIRD</U> AMENDED AND RESTATED BYLAWS OF<BR>
MITCHAM INDUSTRIES, INC.<BR>
June&nbsp;2, 2003 </B><U><B>JULY 27, 2010</B></U><BR>
<B>ARTICLE I</B><BR>
Offices and Agent <U>Identification and Offices</U>



<P align="left" style="font-size: 12pt; text-indent: 4%"><U><B>SECTION 1.</B></U> <U><B>Name. </B>The name of the corporation is Mitcham Industries, Inc. (the
&#147;<B><I>Corporation</I></B>&#148;).</U>


<P align="left" style="font-size: 12pt; text-indent: 4%"><U><B>SECTION 2.</B></U> <U><B>Offices. </B></U>The Corporation may have such offices, either within or
without the State of Texas, as the board of directors of the Corporation (the &#147;<B><I>Board of Directors</I></B>&#148;)
may designate or as the business of the Corporation may require from time to time. The registered
office of the Corporation required by the Texas Business Corporation Act<U>Organizations Code</U>
(the &#147;<B><I>TBCA</I></B><U><B><I>TBOC</I></B></U>&#148;) to be maintained in the State of Texas may be, but need not be, identical
with the principal office of the Corporation in the State of Texas, as designated by the Board of
Directors. The address of the registered office or the identity of the registered agent may be
changed from time to time by the Board of Directors, pursuant to the provisions of the
TBCA<U>TBOC</U>.


<P align="center" style="font-size: 12pt"><B>ARTICLE II</B><BR>
Shareholders



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 1. Annual Meeting</B>. The annual meeting of the shareholders shall be held on such date
in each year and at such time and place as may be determined by the Board of Directors, for the
purpose of electing directors and for the transaction of such other business as may come before the
meeting. If the election of directors shall<U>is</U> not be held on the day designated for any
annual meeting of the shareholders or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the shareholders as soon thereafter as may be
convenient.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 2. Special Meetings</B>. Special meetings of the shareholders, for any purpose or
purposes, may be called by the President or by the Board of Directors, and shall be called by the
President at the request of the holder(s) of not less than 10% of the outstanding shares of the
Corporation entitled to vote at the meeting. <U>Other than procedural matters, the business
transacted at all special meetings shall be confined to the purposes stated in the notice
thereof.</U>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 3. Place of Meeting</B>. The Board of Directors may designate any place, either within or
without the State of Texas, as the place of meeting for any annual or special meeting called
by<U>of</U> the <U>shareholders. The </U>Board of Directors<U> may determine that any meeting
may be held by means of remote communication in accordance with TBOC requirements for notice and
alternative forms of meetings</U>. If no designation is made, or if a special meeting be<U>is</U>
called otherwise than by the Board of Directors, the place of meeting shall be the registered
office of the Corporation in the State of Texas.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 4. Notice of Meeting</B>. Written or printed notice<U>Notice</U> stating the place, day
and hour of the<U>any</U> meeting<U> of shareholders</U> and, in case of a special meeting<U> of
shareholders</U>, the purpose or purposes for which the meeting is called, shall be delivered not
less than ten<U>10</U> nor more than 60&nbsp;days before the date of the meeting, either personally or
by mail, by or at the direction of the President, the Secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting. <U>The notice may be
given in person, by electronic transmission (on consent of the shareholder and in the form of
electronic transmission specified by the shareholder) or by mail. </U>If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at
his address as it appears on the stock transfer books of the Corporation, with postage thereon
prepaid. <U>If electronically transmitted, notice shall be deemed provided when the notice is (a)
transmitted to a facsimile number provided by the shareholder for the purpose of receiving notice;
(b)&nbsp;transmitted to an electronic mail address provided by the shareholder for the purpose of
receiving notice; (c)&nbsp;posted on an electronic network and a message is sent to the shareholder at
the address provided by the shareholder for the purpose of alerting the shareholder of a posting;
or (d)&nbsp;communicated to the shareholder by any other form of electronic transmission consented to by
the shareholder. If a meeting is held by means of remote communication, notice shall include
information on how to access the list of shareholders entitled to vote at the meeting.</U>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 5. Closing of Transfer Records and Fixing of Record Date</B>. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment of any distribution, or in order
to make a determination of shareholders for any other proper purpose, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period not to exceed 60&nbsp;days. If
the stock transfer books shall be<U>are</U> closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at
least ten<U>10</U> days immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may, by resolution, fix in advance a date as the record date for any
such determination of shareholders, such date in any case to be not more than 60&nbsp;days and, in case
of a meeting of shareholders, not less than ten<U>10</U> days prior to the date on which the
particular action requiring such determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a distribution, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as provided in this
section, such determination shall apply to any adjournment thereof except where the determination
has been made through the closing of the stock transfer books and the stated period of closing has
expired.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 6. Fixing Record Dates for Consents to Action</B>. Unless a record date shall have
previously been fixed or determined pursuant to Section&nbsp;5 of this Article&nbsp;II, whenever action by
shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the
Board of Directors may fix a record date for the purpose of determining shareholders entitled to
consent to that action, which record date shall not precede, and shall not be more than
ten<U>10</U> days after, the date upon which the resolution fixing the record date is adopted by
the Board of Directors. If no record date has been fixed by the Board of Directors and the prior
action of the Board of Directors is not required by the TBCA<U>TBOC</U>, the record date for
determining shareholders entitled to consent to action in writing without a meeting shall be the
first date on which a signed written consent setting forth the action taken or proposed to be taken
is delivered to the Corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the Corporation having custody of the books in which
proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by certified or
registered mail, return receipt requested. Delivery to the Corporation&#146;s principal place of
business shall be addressed to the President or the Chief Executive Officer. If no record date
shall have been fixed by the Board of Directors and prior action of the Board of Directors is
required by the TBCA<U>TBOC</U>, the record date for determining shareholders entitled to consent
to action in writing without a meeting shall be at the close of business on the date on which the
Board of Directors adopts a resolution taking such prior action.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 7. Voting Lists</B>. The officer or agent having charge of the stock transfer books of
the Corporation shall make, at least ten days<U>not later than the 11th day</U> before each
meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, or
any adjournment thereof, arranged in alphabetical order, with the address<U>, the type of
shares</U> and the number of shares held by each, which list, for a period of ten&#091; days prior to
such meeting&#093;,<U>. The list</U> shall be kept on file at the registered office or the principal
place of business of the Corporation<U> for a period of 10</U>&#091;<U> days prior to such
meeting</U>&#093;, and shall be subject to inspection by any shareholder at any time during usual
business hours. <U>Instead of being kept on file, the voting list may be kept on a reasonably
accessible electronic network if the information required to gain access to the list is provided
with notice of meeting. If the list is made accessible electronically, the Corporation shall take
reasonable measures to ensure the information is only accessible to shareholders. </U>Such list
shall also be produced and opened at the time and place of the meeting and shall be subject to the
inspection by any shareholder during the whole time of the meeting. <U>If a meeting of the
shareholders is held by means of remote communication, the voting list shall be made open to
inspection by a shareholder on a reasonably accessible electronic network. </U>The original stock
transfer books shall be prima facie evidence as to who are the shareholders entitled to examine
such list or transfer books or to vote at any meeting of shareholders.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 8. Quorum</B>. A<U>The holders of the</U> majority of the outstanding shares of the
Corporation entitled to vote, and represented in person or by proxy<U> (counting for all such
purposes all abstentions and broker non-votes)</U>, shall constitute a quorum at a meeting of
shareholders unless otherwise provided in the Articles of Incorporation of the Corporation, as same
may be amended from time to time (the &#147;<B><I>Articles of Incorporation</I></B>&#148;). If less than a quorum is
represented at a meeting, a majority of the shares so represented may adjourn the meeting from time
to time without further notice. At any reconvened meeting at which a quorum shall be<U>is</U>
present or represented, any business may be transacted that might have been transacted as
originally notified. The shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 9. Proxies</B>. At all meetings of shareholders, a shareholder may vote by proxy executed
in writing by the shareholder or by his duly authorized attorney in fact. A telegram, telex,
cablegram or similar<U>similarly reliable electronic</U> transmission by the shareholder or his
duly authorized attorney in fact, or a photographic, photostatic, facsimile or similar<U>similarly
reliable</U> reproduction of a writing executed by the shareholder or his duly authorized. attorney
in fact shall be treated as an execution in writing for purposes of this section<U>. Any
electronic proxy transmission shall contain or be accompanied by information from which it can be
determined that the transmission was authorized by the shareholder</U>. Such proxy shall be filed
with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid
after 11&nbsp;months from the date of its execution, unless otherwise provided in the proxy. Each proxy
shall be revocable before it has been voted unless the proxy form conspicuously states that the
proxy is irrevocable and the proxy is coupled with an interest, including the appointment as proxy
of (a)&nbsp;a pledgee, (b)&nbsp;a person who purchased or agreed to purchase, or owns or holds an option to
purchase, the shares<U> subject to the proxy</U>, (c)&nbsp;a creditor of the corporation who extends
its credit under terms requiring the appointment, (d)&nbsp;an employee of the corporation whose
employment contract requires the appointment, or (e)&nbsp;a party to a voting agreement <U>or
shareholder&#146;s agreement </U>created under the TBCA<U>TBOC</U>. A revocable proxy shall be deemed
to have been revoked if the Secretary of the Corporation shall have received at or before the
meeting instructions of revocation or a proxy bearing a later date, which instructions or proxy
shall have been duly executed and dated in writing by the shareholder.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 10. Voting of Shares</B>.


<P align="left" style="font-size: 12pt; text-indent: 8%"><U><B>(a)</B></U> Except as otherwise provided by the TBCA<U>TBOC</U>, and unless otherwise
expressly provided in the Articles of Incorporation or in any resolution of the Board of Directors
adopted with regard to a class or series of preferred stock authorized by the Articles of
Incorporation, each outstanding share entitled to vote shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders.


<P align="left" style="font-size: 12pt; text-indent: 8%"><U><B>(b)</B></U> <U>With respect to each matter other than the election of directors as to which
no other voting requirement is specified by law, the Articles of Incorporation or The Nasdaq Stock
Market LLC, the act of the shareholders shall be the affirmative vote of the holders of a majority
of the shares entitled to vote on, and voted for or against, or expressly abstained with respect
to, the matter at a meeting at which a quorum is present; provided that, for purposes of this
sentence, abstentions and broker non-votes shall not be counted as voted either for or against such
matter.</U>


<P align="left" style="font-size: 12pt; text-indent: 8%"><U><B>(c)</B></U> <U>Directors of the Corporation shall be elected by a plurality of the votes cast
by the holders of shares entitled to vote in the election of directors at a meeting of shareholders
at which a quorum is present. Withholding votes, abstentions and broker non-votes will be counted
for purposes of determining the presence or absence of a quorum at a meeting at which directors are
nominated for election but otherwise will have no effect on the election of a director nominee.
</U>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 11. Actions Without a Meeting</B>. Any action required or permitted by the
TBCA<U>TBOC</U> to be taken at any annual or special meeting of shareholders, may be taken without
a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such action at a meeting at which the
holders of all shares entitled to vote on the action were presented and voted. Such writing, which
may be in counterparts, shall be manually executed if practicable; provided, however, that if
circumstances so require, effect shall be given to written consent transmitted by telegraph, telex,
telecopy or similar<U>similarly reliable</U> means of visual data transmission.


<P align="left" style="font-size: 12pt; text-indent: 4%">Every written consent shall bear the date of signature of each shareholder who signs the
consent. No written consent shall be effective to take the action that is the subject of the
consent unless, within 60&nbsp;days after the date of the earliest dated consent delivered to the
Corporation in the manner required by this Section&nbsp;11, a consent or consents signed by the holder
or holders of shares having not less than the minimum number of votes that would be necessary to
take the action that is the subject of the consent are delivered to the Corporation by delivery to
its registered office, its principal place of business, or an officer or agent of the Corporation
having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery
shall be by hand or by certified or registered mail, return receipt requested. Delivery to the
Corporation&#146;s principal place of business shall be addressed to the President or principal
executive officer of the Corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%">Prompt notice of the taking of any action by shareholders without a meeting by less than
unanimous written consent shall be given to those shareholders who did not consent in writing to
the action.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 12. Telephone Meetings</B>. Subject to the provisions required by the TBCA for notice of
meetings, meetings of the shareholders of the Corporation may be conducted by means of conference
telephone or similar communications equipment whereby all persons participating in the meeting can
hear and speak to each other. <U><B>and Remote Communication Meetings</B>. Subject to the TBOC
requirements for notice and alternative forms of meetings, meetings of the shareholders of the
Corporation may be conducted by means of conference telephone or similar communications equipment,
including videoconferencing technology or the internet, whereby all persons participating in the
meeting can hear and speak to each other. </U>


<P align="left" style="font-size: 12pt; text-indent: 4%"><U><B>SECTION 13.</B></U> <U><B>&#091;Notice of Business by Shareholders. </B>At an annual meeting of
shareholders, only such business shall be conducted as shall have been brought before the meeting
(a)&nbsp;by or at the direction of the Board of Directors or (b)&nbsp;by any shareholder of the Corporation
who complies with the notice procedures set forth in this Section&nbsp;13. For business to be properly
brought before an annual meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a shareholder&#146;s notice must
be delivered to or mailed and received at the principal executive offices of the Corporation, not
less than <B>&#091;</B>70<B>&#093; </B>days nor more than <B>&#091;</B>100<B>&#093; </B>days prior to the meeting; provided, however, that in the
event that less than 30&nbsp;days&#146; notice or prior public disclosure of the date of the meeting is given
or made to the shareholders, notice by the shareholder to be timely must be received not later than
the close of business on the 10<sup>th</sup> day following the day on which such notice of the date
of the annual meeting was mailed or such public disclosure was made. A shareholder&#146;s notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring before the annual
meeting the following information: (a)&nbsp;a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the annual meeting; (b)
the name and address, as they appear on the Corporation&#146;s books, of the shareholder proposing such
business; (c)&nbsp;the number of shares of the Corporation which are beneficially owned by the
shareholder; and (d)&nbsp;any material interest of the shareholder in such business. Notwithstanding
anything in these Amended and Restated Bylaws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this Section&nbsp;13. The Chairman
of an annual meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in accordance with the provisions of this
Section&nbsp;13, and if he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing
provisions of this Section&nbsp;13, a shareholder seeking to have a proposal included in the
Corporation&#146;s proxy statement shall comply with the requirements of Regulation&nbsp;14A under the
Exchange Act (including, but not limited to, Rule&nbsp;14a-8 or any successor provision).<B>&#093;</B></U>


<P align="left" style="font-size: 12pt; text-indent: 4%"><U><B>SECTION 14.</B></U> <U><B>&#091;Notice of Director Nominees by Shareholders. </B>Nominations of persons
for election to the Board of Directors may be made at a meeting of shareholders (a)&nbsp;by or at the
direction of the Board of Directors or (b)&nbsp;by any shareholder of the Corporation entitled to vote
for the election of directors at the meeting who complies with the notice procedures set forth in
this Section&nbsp;14. Nominations by shareholders shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a shareholder&#146;s notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not less than <B>&#091;</B>70<B>&#093; </B>days
nor more than <B>&#091;</B>100<B>&#093; </B>days prior to the meeting; provided, however, that in the event that less than
30&nbsp;days&#146; notice or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not later than the close
of business on the 10<sup>th</sup> day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made. Such shareholder&#146;s notice shall set forth
(a)&nbsp;as to each person whom the shareholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to be disclosed in solicitations
of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation
14A under the Exchange Act (including such person&#146;s written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (b)&nbsp;as to the shareholder
giving the notice (i)&nbsp;the name and address, as they appear on the Corporation&#146;s books, of such
shareholder and (ii)&nbsp;the number of shares of the Corporation which are beneficially owned by such
shareholder. At the request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the Corporation that
information required to be set forth in a shareholder&#146;s notice of nomination which pertains to the
nominee. No person shall be eligible for election as a director of the Corporation unless nominated
in accordance with the procedures set forth in these Amended and Restated Bylaws. The Chairman of
the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by these Amended and Restated Bylaws, and if
he should so determine, he shall so declare to the meeting and the defective nomination shall be
disregarded.<B>&#093;</B></U>


<P align="center" style="font-size: 12pt"><B>ARTICLE III</B><BR>
Board of Directors



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 1. General Power</B>. The powers of the Corporation shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed by its Board of
Directors except as the Board of Directors shall delegate the power to so manage to the Executive
Committee or other committee.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 2. Number, Tenure and Qualifications</B>. Upon resolution of the Board of Directors, the
number of directors may be increased or decreased, but no decrease shall have the effect of
shortening the term of any incumbent director. Each director shall hold office until the next
annual meeting of the shareholders, unless earlier removed, and until his successor shall have been
<U>duly </U>elected and qualified<U>, unless such director resigns or becomes disqualified or
disabled</U>. A director need not be a resident of the State of Texas or a shareholder of the
Corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 3. Regular Meetings</B>. A regular meeting of the Board of Directors shall be held
without notice other than this bylaw<U>Section&nbsp;3</U> immediately after, and at the same place as,
the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and
place, either within or without the State of Texas<U>, or through remote communication,</U> for
the holding of additional regular meetings without notice other than such resolution.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 4. Special Meetings</B>. Special meetings of the Board of Directors may be called by or
at the request of the President or a majority of the elected and acting directors from time to
time. The person or persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Texas, <U>or through remote communication, </U>as
the place for holding any special meeting called by them.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 5. Notice</B>. Written notice of any special meeting<U> of the Board of Directors</U>
shall be delivered personally to each director or by mail or telegram, telex, telecopy or
similar<U>similarly reliable</U> means of visual data transmission to each director at his
business address, in all cases at least one day prior to such meeting. <U>Notice may be provided
by electronic transmission on consent of the director and in the electronic form specified by such
director. </U>If mailed, such notice shall be deemed to be delivered two days after such notice has
been deposited in the United States mail so addressed, with postage thereon prepaid. If notice is
given by telegram, telex, telecopy or similar means of visual data transmission, such notice shall
be deemed to be delivered when transmitted for delivery to the recipient at such
address<U>electronically transmitted, notice shall be deemed provided when the notice is (a)
transmitted to a facsimile number provided by the director for the purpose of receiving notice; (b)
transmitted to an electronic mail address provided by the director for the purpose of receiving
notice; (c)&nbsp;posted on an electronic network and a message is sent to the director at the address
provided by the director for the purpose of alerting the director of a posting; or (d)&nbsp;communicated
to the director by any other form of electronic transmission consented to by the director</U>. Any
director may waive notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because that meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the Board of Directors need be specified in the notice, or waiver of
notice of such meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 6. Quorum</B>. A majority of the number of directors fixed in accordance with Section&nbsp;2
of this Article&nbsp;III shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without further notice.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 7. Manner of Acting.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(a)&nbsp;Actions at a Meeting</B>. Except as provided in Paragraph (b)&nbsp;of this Section&nbsp;7, the act of
the majority of the directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors<U>, unless the act of a greater number is required by the Articles of
Incorporation</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(b)&nbsp;Actions Without a Meeting</B>. Any action required or permitted to be taken at a meeting of
the Board of Directors or any committee may be taken without a meeting, if a consent in writing,
setting forth the action so taken, is signed by all of the members of the Board of Directors,
Executive Committee or other committee, as the case may be. Such consent shall have the same force
and effect as a unanimous vote at a meeting. Such writing, which may be in counterparts, shall be
manually executed if practicable; provided, however, that if circumstances so require, effect shall
be given to written consent transmitted by telegraph, telex, telecopy, or similar<U>similarly
reliable</U> means of visual data transmission.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(c)&nbsp;Telephone </B><U><B>and Remote Communication </B></U><B>Meetings</B>. Subject to the provisions required by
the TBCA<U>TBOC</U> for notice <U>and alternative forms </U>of meetings, meetings of the Board of
Directors of the Corporation or any committee may be conducted by means of conference telephone or
similar communications equipment<U>, including videoconferencing or internet,</U> whereby all
persons participating in the meeting can hear and speak to each other.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 8. Vacancies</B>. Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of (a)&nbsp;the holders of a majority of the outstanding shares entitled to vote
thereon at an annual or special meeting of shareholders called for that purpose, or (b)&nbsp;a majority
of the remaining directors though less than a quorum of the Board of Directors. A person elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in office.


<P align="left" style="font-size: 12pt; text-indent: 4%">A vacancy shall be deemed to exist by reason of the death or resignation of the person
elected, or upon the failure of shareholders to elect directors to fill the unexpired term of
directors removed in accordance with the provisions of Section&nbsp;9 of this Article&nbsp;III.


<P align="left" style="font-size: 12pt; text-indent: 4%">A directorship to be filled by reason of an increase in the number of directors may be filled
by (a)&nbsp;the affirmative vote of the holders of a majority of the outstanding shares entitled to vote
thereon at an annual or special meeting of shareholders called for that purpose or (b)&nbsp;the Board of
Directors for a term of office continuing only until the next election of one or more directors by
the shareholders; provided, that the Board of Directors may not fill more than two such
directorships during the period between any two successive annual meetings of shareholders.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 9. Removal</B>. At any meeting of shareholders called expressly for the purpose of
removal, any director or the entire Board of Directors may be removed, with or without cause, by a
vote of the holders of a majority of the shares then entitled to vote at an election of directors.
Removal of directors with or without cause may also be accomplished by unanimous written consent of
the shareholders without a meeting. In case the entire board or any one or more of the directors
are so removed, new directors may be elected at the same meeting, or by the same written consent,
for the unexpired term of the director or directors so removed. Failure to elect directors to fill
the unexpired term of the directors so removed shall be deemed to create a vacancy or vacancies in
the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 10. Compensation</B>. By resolution of the Board of Directors, the directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director.
No such payment shall preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 11. Presumption of Assent</B>. A director of the Corporation who is present at a meeting
of the Board of Directors in which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the minutes of the
meeting, or unless he shall file his written dissent to such action with the person acting as
secretary of the meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor of such action.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 12. Executive and Other Committees</B>. There may be established an Executive Committee,
and one or more other committees, composed of one or more directors designated by resolution
adopted by a majority of the full number of directors of the Board of Directors as fixed in
accordance with Section&nbsp;2 of this Article&nbsp;III. The Executive Committee or such other committees may
meet at stated times, or on notice to all members by any one member. Vacancies in the membership of
the Executive Committee or such other committees shall be filled by a majority vote of the full
number of directors on the Board of Directors at a regular meeting or at a special meeting called
for that purpose. During the intervals between meetings of the Board, the Executive Committee, if
it shall have been established, may advise and aid the officers of the Corporation in all matters
concerning its interest and the management of its business, and shall generally perform such duties
and exercise such powers as may be directed to delegated by the Board of Directors from time to
time. The Board of Directors may delegate to the Executive Committee or such other committees the
authority to exercise all the powers<U>Subject to such restrictions as may be contained in the
Articles of Incorporation or that may be imposed by the TBOC, any such committee shall have and may
exercise such powers and authority</U> of the Board of Directors, except the power to declare
dividends or to<U> in the management of the business and affairs of the Corporation as the Board
of Directors may determine by resolution and specify in the respective resolutions appointing them,
or as permitted by applicable law, including, without limitation, the power and authority to (a)
authorize a distribution and (b)</U> authorize the issuance of shares of the Corporation, and where
action of the full Board of Directors is required by the TBCA. The designation of and delegation of
power to the Executive Committee shall not operate to relieve the Board of Directors, or any
members thereof, of any responsibility imposed upon it or him by law<U>, nor shall such committee
function where action of the Board of Directors cannot be delegated to a committee thereof under
applicable law</U>.


<P align="center" style="font-size: 12pt"><B>ARTICLE IV</B><BR>
Officers



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 1. Principal Officers</B><U><B>General</B></U>. The officers of the Corporation shall be
elected by the Board of Directors and shall consist of a President, a Secretary, and such other
officers and assistant officers as the Board of Directors may deem necessary, including, without
limitation, a Chairman of the Board of Directors, a Chief Executive Officer, a Chief Operating
Officer, a Chief Financial Officer, a Controller, a Treasurer and one or more Vice Presidents. The
officers of the Corporation shall have the respective responsibilities and duties indicated herein,
if any, as well as any other responsibilities and duties designated to each such officer by the
Board of Directors. Any two or more offices may be held by the same person. <U> In addition, the
Chief Executive Officer may appoint such other officers and agents as he may deem necessary for the
efficient and successful conduct of the Corporation&#146;s business.</U>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 2. Election and Term of Office</B>. The officers of the Corporation shall be elected
annually by the Board of Directors at the regular meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election shall<U>is</U> not be held at such meeting
such election shall be held as soon thereafter as may be convenient. Each officer shall hold office
until his successor shall have been duly elected or until his death, or until he shall resign or
shall have been removed in the manner hereinafter provided.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 3. Removal</B>. Any officer <U>appointed by the Board of Directors </U>may be removed by
<U>a majority vote of </U>the<U> whole</U> Board of Directors whenever in its judgment the best
interests of the Corporation would be served thereby, but<U>; provided that</U> such removal shall
be without prejudice to the contract rights, if any, of the person so removed. <U>Any officer or
agent appointed by the Chief Executive Officer may be removed at any time by majority vote of the
whole Board of Directors or by the Chief Executive Officer. Election or appointment of an officer
or agent shall not of itself create contract rights.</U>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 4. Vacancies</B>. A vacancy in any office, because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of
the term.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 5. Chairman of the Board</B>. The Chairman of the Board of Directors, if there is one,
shall be an executive officer of the Corporation and shall: (a)&nbsp;preside over all meetings of the
Board of Directors at which he is present; (b)&nbsp;supervise the implementation of the policies adopted
or approved by the Board of Directors; and (c)&nbsp;shall have and exercise such other powers and
perform such other duties as may be assigned to him from time to time by the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 6. Chief Executive Officer</B>. Under the direction and subject to the control of the
Board of Directors, the Chief Executive Officer, if there is one, shall: (a)&nbsp;be responsible for the
general management of the affairs of the Corporation; (b)&nbsp;see that all orders and resolutions of
the Board of Directors and any committee thereof are carried into effect; (c)&nbsp;perform all duties
customarily performed by persons occupying the office of chief executive officer; (d)&nbsp;preside at
all meetings of shareholders and, in the absence of or because of the inability to act of the
Chairman of the Board (if there is one), perform all duties of the Chairman of the Board, and when
so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of
the Board; and (e)&nbsp;have and exercise such other powers and perform such other duties as may be
assigned to him from time to time by the Board of Directors or any committee thereof. The Chief
Executive Officer may sign, alone or with the Secretary or any other properly authorized officer of
the Corporation, certificates for shares of the Corporation&#146;s capital stock, contracts, and other
instruments of the Corporation as authorized by the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 7. President</B>. Under the direction and subject to the control of the Board of
Directors and the Chief Executive Officer (if there is one), the President shall: (a)&nbsp;act in a
general executive capacity; (b)&nbsp;assist the Board of Directors and the Chief Executive Officer in
the administration and operation of the Corporation&#146;s business and the general supervision of its
policies and affairs; (c)&nbsp;in the absence of or because of the inability to act of the Chief
Executive Officer, perform all duties of the Chief Executive Officer, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the Chief Executive Officer; (d)
perform all duties customarily performed by persons occupying the office of president; and (e)&nbsp;have
and exercise such other powers and perform such other duties as may be assigned to him from time to
time by the Board of Directors or any committee thereof or the Chief Executive Officer (if there is
one). The President may sign, alone or with the Secretary or any other properly authorized officer
of the Corporation, certificates for shares of the Corporation&#146;s capital stock, contracts, and
other instruments of the Corporation as authorized by the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 8. Chief Operating Officer</B>. Under the direction and subject to the control of the
Board of Directors, the Chief Executive Officer (if there is one) and the President, the Chief
Operating Officer, if there is one, shall: (a)&nbsp;have general charge and supervision of the day to
day operations of the Corporation; (b)&nbsp;perform all duties customarily performed by persons
occupying the office of chief operating officer; and (c)&nbsp;have and exercise such other powers and
perform such other duties as may be assigned to him from time to time by the Board of Directors or
any committee thereof, the Chief Executive Officer (if there is one) or the President.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 9. Chief Financial Officer</B>. Under the direction and subject to the control of the
Board of Directors, the Chief Executive Officer (if there is one) and the President, the Chief
Financial Officer, if there is one, shall: (a)&nbsp;assist the Chief Executive Officer (if there is one)
and the President in the performance of their respective duties; (b)&nbsp;perform all duties relating to
the general management and operation (with specific attention to financial matters) of the
Corporation customarily performed by persons occupying the office of chief financial officer; and
(c)&nbsp;have and exercise such other powers and perform such other duties as may be assigned to him
from time to time by the Board of Directors or any committee thereof, the Chief Executive Officer
(if there is one) or the President. The Chief Financial Officer may, alone or with the Controller
(if there if one) or the Treasurer when so authorized by the Board of Directors, sign and endorse
checks, deposit slips and other monetary instruments for and on behalf of the Corporation as
authorized by the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 10. The Vice Presidents</B>. In the absence of or because of the inability to act of the
Chief Executive Officer (if there is one) and the President, the Vice President (or should there be
more than one Vice President, the Vice Presidents in the order designated at the time of their
election, or in the absence of any designation then in the order of their election) shall, subject
to the control of the Board of Directors, perform the duties of President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the President. Each Vice
President shall have and exercise such other powers and perform such other duties as may be
assigned to him from time to time by the Board of Directors or any committee thereof, the Chief
Executive Officer (if there is one), the President or the Chief Operating Officer (if there is
one).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 11. The Secretary</B>. The Secretary shall: (a)&nbsp;keep the minutes of the shareholders&#146; and
the Board of Directors&#146; meetings in one or more books provided for that purpose; (b)&nbsp;see that all
notices are duly given in accordance with the provisions of these Amended and Restated Bylaws, or
as required by law; (c)&nbsp;be custodian of the corporate records and of the seal of the Corporation,
and see that the seal of the Corporation is affixed to all documents as may be necessary or
appropriate; (d)&nbsp;keep a register of the post office address of each shareholder which shall be
furnished to the Secretary by each such shareholder; (e)&nbsp;have general charge of the share transfer
records of the Corporation; (f), perform all duties customarily performed by persons occupying the
office of secretary; and (g)&nbsp;have and exercise such other powers and perform such other duties as
may be designated to him from time to time by the Board of Directors or any committee thereof, the
Chief Executive Officer (if there is one), the President or the Chief Operating Officer (if there
is one).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 12. Controller</B>. The Controller, if there is one, shall be the chief accounting
officer of the Corporation. Under the direction and subject to the control of the Board of
Directors, the Chief Executive Officer (if there is one) and the Chief Financial Officer (if there
is one), the Controller shall: (a)&nbsp;maintain records of all assets, liabilities, and transactions of
the Corporation; (b)&nbsp;be responsible for the design, installation and maintenance of accounting and
cost control systems and procedures for the Corporation, including, without limitation, reviewing
and approving all vendor invoices and customer invoices, reviewing the financial information of the
Corporation&#146;s subsidiaries, and preparing the Corporation&#146;s consolidated financial statements and
other information; and (c)&nbsp;have and exercise such other powers and perform such other duties as may
be designated to him from time to time by the Board of Directors or any committee thereof, the
Chief Executive Officer (if there is one), the President or the Chief Financial Officer (if there
is one). The Controller may, alone or with the Chief Financial Officer (if there is one) or the
Treasurer when so authorized by the Board of Directors, sign and endorse checks, deposit slips and
other monetary instruments for and on behalf of the Corporation as authorized by the Board of
Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 13. The Treasurer</B>. Under the direction and subject to the control of the Board of
Directors, the Chief Executive Officer (if there is one) and the Chief Financial Officer (if there
is one), the Treasurer, if there is one, shall: (a)&nbsp;have charge and custody of, and be responsible
for, all funds and securities of the Corporation from any source whatsoever; (b)&nbsp;deposit all such
moneys in the name of the Corporation in such banks, trust companies, or other depositories as
shall be selected by the Board of Directors; (c)&nbsp;perform all duties customarily performed by
persons occupying the office of treasurer; and (d)&nbsp;have and exercise such other powers and perform
such other duties as may be designated to him from time to time by the Board of Directors or any
committee thereof, the Chief Executive Officer (if there is one), the President or the Chief
Financial Officer (if there is one). If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his duties in such sum, and with such surety or sureties,
as the Board of Directors shall determine.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 14. Assistant Secretaries</B>. The Assistant Secretaries, when authorized by the Board of
Directors, may sign with the Chief Executive Officer, the President, or a Vice President,
certificates for shares of the Corporation&#146;s capital stock the issuance of which shall have been
authorized by a resolution of the Board of Directors. The Assistant Secretaries, in general, shall
have and exercise such other powers and perform such other duties as shall be assigned to them by
the Board of Directors or any committee thereof, the Chief Executive Officer (if there is one), the
President, the Chief Operating Officer (if there is one), or the Secretary.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 15. Assistant Treasurers</B>. The Assistant Treasurers shall, respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and
with such sureties as the Board of Directors shall determine. The Assistant Treasurers, in general,
shall have and exercise such other powers and perform such other duties as shall be assigned to
them by the Board of Directors or any committee thereof, the Chief Executive Officer (if there is
one), the President, the Chief Financial Officer (if there is one), the Controller or the
Treasurer.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 16. Salaries</B>. The salaries, if any, of the officers shall be fixed from time to time
by the Board of Directors and no officer shall be prevented from receiving such salary by reason of
the fact that he is also a director of the Corporation.


<P align="center" style="font-size: 12pt"><B>ARTICLE V</B><BR>
Certificates for Shares, <U>Uncertificated Stock, </U>Transfer and Replacement



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 1. Certificates for Shares</B>. Certificates<U><B>Form and Issuance of Shares</B>. The shares
of the Corporation&#146;s stock may be certificated or uncertificated, as provided under Texas law. Any
certificates</U> representing shares of the Corporation&#146;s capital stock shall be in such form as
shall be approved from time to time by the Board of Directors. Such certificates<U>Each
certificate shall state on the front of the certificate that the Corporation is organized under the
laws of the State of Texas, the holder&#146;s name, the number and class of shares, and the designation
of the series, if any, represented by the certificate. Any certificate subject to a restriction on
the transfer or registration of the transfer of the ownership interests must state such
restrictions on the certificate in accordance with the provisions of the TBOC. Certificates</U>
shall be signed by the Chief Executive Officer or the President and by the Secretary or an
Assistant Secretary. If such certificates are signed or countersigned by a transfer agent or
registrar, other than the Corporation, such signature of the Chief Executive Officer or the
President and Secretary or Assistant Secretary, and the seal of the Corporation, or any of them,
may be executed in facsimile, engraved or printed. If any officer who has signed or whose facsimile
signature has been placed on any certificate shall have ceased to be such officer before the
certificate is issued, it may be issued by the Corporation with the same effect as if the officer
has not ceased to be such at the date of issue. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the shares represented
thereby are issued with the number of shares and date of issue, shall be entered on the share
transfer records of the Corporation. All certificates surrendered to the Corporation for transfer
shall be canceled and no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case of a lost, stolen
or destroyed certified a new one may be issued therefor as provided in Section&nbsp;3 of this Article&nbsp;V.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 2. Transfer of Shares</B>. Transfer of shares of the Corporation&#146;s capital stock shall be
made only on the stock transfer books of the Corporation upon surrender for cancellation of the
certificate for such shares, together with a request to transfer and such other documents and
opinion as counsel to the Corporation may require. The person in whose name shares stand on the
stock transfer books of the Corporation shall be deemed by the Corporation to be the owner thereof
for all purposes.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>SECTION 3. Lost, Stolen or Destroyed Certificates</B>. The Corporation shall issue a new
certificate in place of any certificate for shares previously issued if the registered owner of the
certificate: (a)&nbsp;makes proof in affidavit form that it has been lost, destroyed or wrongfully
taken; (b)&nbsp;requests the issuance of a new certificate before the Corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and without notice of an
adverse claim; (c)&nbsp;gives a bond in such form, and with such surety or sureties, with fixed or open
penalty, as the Corporation may direct, or indemnifies the Corporation (and its transfer agent and
registrar, if any) against any claim that may be made on account of the alleged loss, destruction
or theft of the certificates; and (d)&nbsp;satisfies any other reasonable requirements imposed by the
Corporation. When a certificate has been lost, apparently destroyed or wrongfully taken, and the
holder of record fails to notify the Corporation within a reasonable time after he has notice of
it, and the Corporation registers a transfer of the shares represented by the certificate before
receiving such notification, the holder of record is precluded from making any claim against the
Corporation for the transfer or for a new certificate.


<P align="center" style="font-size: 12pt"><B>ARTICLE VI</B><BR>
Fiscal Year



<P align="left" style="font-size: 12pt; text-indent: 4%">The Board of Directors shall, by resolution, fix the fiscal year of the Corporation.


<P align="center" style="font-size: 12pt"><B>ARTICLE VII</B><BR>
Distributions



<P align="left" style="font-size: 12pt; text-indent: 4%">The Board of Directors may from time to time make distributions in the manner provided by law.


<P align="center" style="font-size: 12pt"><B>ARTICLE VIII</B><BR>
Seal



<P align="left" style="font-size: 12pt; text-indent: 4%">The Board of Directors shall adopt a corporate seal, which shall be circular in form and shall
have inscribed thereon the name of the Corporation, the state of incorporation, and the
five-pointed Texas star.


<P align="center" style="font-size: 12pt"><B>ARTICLE IX</B><BR>
Waiver of Notice



<P align="left" style="font-size: 12pt; text-indent: 4%">Whenever any notice is required to be given to any shareholder or director of the Corporation
under the provisions of these Amended and Restated Bylaws, the Articles of Corporation or the
TBCA<U>TBOC</U>, a waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed equivalent to the giving
of such notice.


<P align="center" style="font-size: 12pt"><B>ARTICLE X</B><BR>
Procedure



<P align="left" style="font-size: 12pt; text-indent: 4%">Meetings of the shareholders and of the Board of Directors shall be conducted in accordance
with the procedure as contained in Robert&#146;s Rules of Order, to the extent applicable.


<P align="center" style="font-size: 12pt"><B>ARTICLE XI</B><BR>
Participation of Directors and Officers in Related Business



<P align="left" style="font-size: 12pt; text-indent: 4%">Unless otherwise provided by contract, officers and directors of this Corporation may hold
positions as officers and directors of other corporations, in related businesses, and their efforts
to advance the interest of those corporations will not create a breach of fiduciary duty to this
Corporation in the absence of bad faith.


<P align="center" style="font-size: 12pt"><B>ARTICLE XII</B><BR>
Amendments



<P align="left" style="font-size: 12pt; text-indent: 4%">The Board of Directors shall have the power to alter, amend or repeal these Amended and
Restated Bylaws or adopt new bylaws, subject to amendment, repeal or adoption of new bylaws by
action of the shareholders and unless the shareholders in amending, repealing or adopting a
particular bylaw expressly provide that the Board of Directors may not amend or repeal such bylaw.
The Board of Directors may exercise this power at any regular or special meeting at which a quorum
is present by the affirmative vote of a majority of the Directors present at the meeting and
without any notice of the action taken with respect to the Bylaws having been contained in the
notice of waiver of notice of meeting.



<P align="center" style="font-size: 10pt; display: none">




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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt">Exhibit&nbsp;10.1</FONT>



<P align="center" style="font-size: 12pt"><U>SECOND AMENDMENT TO LOAN AGREEMENT</U>



<P align="left" style="font-size: 12pt; text-indent: 4%">THIS SECOND AMENDMENT TO LOAN AGREEMENT (the &#147;Amendment&#148;) made and entered into on this the
27th day of July, 2010, by and between MITCHAM INDUSTRIES, INC., as &#147;Borrower,&#148; and FIRST VICTORIA
NATIONAL BANK, as &#147;Lender,&#148; to amend, ratify and confirm that certain Loan Agreement (the &#147;Loan
Agreement&#148;) among the parties hereto dated the 24th day of September, 2008, governing the terms of
a line of credit as therein described and evidenced by a promissory note of even date therewith in
the original principal sum of $25,000,000.00 (the &#147;Loan&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">In consideration of their mutual warranties, covenants and agreements contained herein, and in
said Loan Agreement and Lender&#146;s renewal and extension of the existing line of credit to Borrower
and the increase in that line of credit evidenced by the herein described promissory note, Borrower
and Lender hereby warrant, covenant and agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;Borrower acknowledges, represents, warrants, and agrees that Borrower is presently indebted
to Lender in the amount of the current principal balance of $16,050.00.00 owing on the promissory
note described in Paragraph&nbsp;II.A. of the Loan Agreement and any accrued interest thereon, and that
Borrower has no defenses, rights of set off, counterclaims, causes of action or any other bars to
enforcement of the obligations governed by the Loan Agreement or this amendment thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;The Loan Agreement has been previously amended by First Amendment to Loan Agreement dated
March&nbsp;24, 2010.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;Borrower is the Borrower under the Loan Agreement. All of the warranties of Borrower
relating to Borrower&#146;s corporate existence, good standing and authority to enter into this
transaction as set forth in the Loan Agreement are hereby renewed, restated and confirmed, both as
of the date of the Loan Agreement and the date of this Amendment thereto.


<P align="left" style="font-size: 12pt">4.&nbsp;Borrower will execute and deliver to Lender a promissory note of even date herewith (the
&#147;Promissory Note&#148;) in the amount of $35,000,000.00 in the form attached hereto and made a part
hereof as Exhibit&nbsp;A, being partly in renewal and extension of the principal balance of the
promissory note described in Paragraph&nbsp;II.A of the Loan Agreement and partly in renewal and
increase of the existing line of credit on the terms as set forth on Promissory Note and in the
Loan Agreement and this Amendment. Lender will advance to Borrower, according to the terms thereof
and subject to the limitations expressed therein and in the Loan Agreement, as amended, the
unadvanced portion of the principal of the Promissory Note remaining after renewal of the principal
balance of the existing line of credit. An amount of $2,000,000.00 of the unadvanced portion of
the principal of the Promissory Note has been reserved for the purposes of funding amounts drawn on
a letter of credit issued at Borrower&#146;s request pursuant to Paragraph&nbsp;V.B of the Loan Agreement and
will continue to be reserved in accordance with the Loan Agreement. Lender&#146;s obligation to make
advances to Borrower under the Loan Agreement will hereafter be limited to the unadvanced portion
of the Promissory Note.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;In addition to the other obligations of Borrower under the Loan Agreement, Borrower will
pay to Lender a commitment fee in the amount of $46,250.00 as consideration for the modification of
the terms of the Loan set forth in this Amendment and in the Promissory Note described in Paragraph
4. The commitment fee will be due upon execution of this Amendment.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;Paragraph&nbsp;V.B of the Loan Agreement is hereby amended in its entirety to read as follows:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;B. At Borrower&#146;s option, Lender will reserve for the purposes of funding
amounts drawn on letters of credit issued by Lender or The Frost National Bank
at Borrower&#146;s request and with Lender&#146;s approval up to $7,000,000.00 of the
amount of the Loan which would otherwise be available for advances hereunder.
Amounts drawn on any such letters of credit will be advanced by Lender from the
principal of the Loan upon draws made in accordance with the terms of the
letter. The amounts either drawn or available to be drawn on any such letter
of credit will reduce the amount of the principal of the Loan available to be
advanced to Borrower and the aggregate amount of all advances on the loan,
together with all amounts which may be drawn under any letters of credit will
not exceed the original principal amount of the Note currently evidencing the
line of credit extended to Borrower under this Agreement ($35,000,000.00).
Borrower will pay a fee of 1.0% of the face amount of each domestic letter of
credit and 1.5% of the face amount of each foreign letter of credit for each
year in which it will be in effect. Borrower will pay, in addition to the fees
prescribed in the Loan Agreement for issuance of any letter of credit, any fees
assessed by any other bank or other parties to the letter of credit
transaction. Neither Lender nor The Frost National Bank will have any
obligation to issue any letter of credit that is not acceptable to Lender as to
form, term, and conditions.&#148;</TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>



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<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;Paragraph&nbsp;V.C of the Loan Agreement is hereby amended in its entirety to read as follows:


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;C. Lender will, at Borrower&#146;s request, renew, extend and rearrange any
portion of the unpaid balance of the Loan as a separate, amortizing loan
evidenced by a promissory note requiring monthly installments of principal and
interest in amounts sufficient to repay the balance over a period of 48&nbsp;months
at an interest rate One-half of One percent (0.5%) over the prime rate
published in the Wall Street Journal at the time of such renewal and
rearrangement, adjusted annually thereafter, in the form attached hereto as
Exhibit &#147;B.&#148; Any portion of the unpaid balance of the Loan which is so renewed
and rearranged will be deducted from the amount of the Loan that is available
to be advanced to Borrower hereunder, so that the total of all advances of
principal of the Loan, the amounts drawn or which may be drawn under any
letters of credit issued pursuant to Paragraph&nbsp;V. B, above, and the portion of
the unpaid principal renewed and rearranged as a separate, amortizing loan will
never exceed the original principal amount of the Note currently evidencing the
line of credit extended to Borrower under this Agreement ($35,000,000.00).&#148;</TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">8 The Loan shall be governed by and subject to all of the terms, covenants and conditions of
the Loan Agreement, as amended, and by the terms of the promissory note described in paragraph 4
above, and be secured by all of the same liens, pledges, assignments and security interests as are
provided in the Promissory Note and the Loan Agreement, as amended, and in the security documents
referenced therein. Borrower hereby grants, renews and ratifies all such liens, pledges,
assignments and security interests in favor of Lender as continuing security for the indebtedness
of Borrower under the Loan Agreement, as amended.


<P align="left" style="font-size: 12pt">9.&nbsp;Borrower and Lender hereby renew, ratify, and confirm all of the warranties, covenants
and agreements contained in the Loan Agreement, as amended, except to the extent modified by the
terms of this Amendment thereto. The Loan Agreement, as so amended, and the documents referenced
therein constitute the sole and only agreement of the parties hereto and supersedes any prior oral
understandings or agreements between the parties respecting the subject matter of this agreement.
This Amendment, together with the Loan Agreement and all prior amendments thereto, shall apply to
and govern the extensions of credit described herein and all renewals, extensions and
rearrangements of such indebtedness of Borrower to Lender.


<P align="center" style="font-size: 10pt; display: none">2
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<P align="left" style="font-size: 12pt; text-indent: 4%">EXECUTED on the date first hereinabove mentioned.


<P align="left" style="font-size: 12pt; text-indent: 23%">MITCHAM INDUSTRIES, INC.


<P align="left" style="font-size: 12pt; text-indent: 23%">By: /s/ Billy F. Mitcham, Jr.<BR>
Billy F. Mitcham, Jr.<BR>
Its: President<BR>


<P align="left" style="font-size: 12pt; text-indent: 42%">BORROWER


<P align="left" style="font-size: 12pt; text-indent: 23%">FIRST VICTORIA NATIONAL BANK



<P align="left" style="margin-left:23%; font-size: 12pt">By: /s/ Herschel Vansickle<BR>
Herschel Vansicle<BR>
Its: Sr.Vice-President<BR>


<P align="left" style="font-size: 12pt; text-indent: 45%">LENDER

<DIV align="center">
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    <TD width="3%">&nbsp;</TD>
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<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">STATE OF TEXAS
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#167;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">COUNTY OF <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#167;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%">This instrument was acknowledged before me on <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2010, by Billy F. Mitcham,
Jr., as President of Mitcham Industries, Inc., on behalf of said corporation.


<P align="left" style="font-size: 12pt; text-indent: 23%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 23%">Notary Public, State of Texas

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
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    <TD width="92%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>

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<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">STATE OF TEXAS
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#167;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">COUNTY OF VICTORIA
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#167;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%">This instrument was acknowledged before me on <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2010, by
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, as <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> of First Victoria National
Bank, on behalf of said corporation.


<P align="left" style="font-size: 12pt; text-indent: 23%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 23%">Notary Public, State of Texas


<P align="center" style="font-size: 12pt"><FONT style="font-size: 11.5pt"><U><B>EXHIBIT A</B></U></FONT>



<P align="center" style="font-size: 11.5pt"><U>PROMISSORY NOTE</U>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11.5pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>$35,000,000.00 Victoria, Texas July&nbsp;27, 2010</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11.5pt; text-indent: 4%">FOR VALUE RECEIVED, the undersigned, hereinafter called &#147;Borrower,&#148; whether one or more,
jointly and severally, hereby promise to pay to the order of First Victoria National Bank,
hereinafter called &#147;Lender,&#148; at its banking house in the City of Victoria, in Victoria County,
Texas, the sum of Thirty-Five Million Dollars ($35,000,000.00) with interest thereon from date of
advance until paid as hereinafter provided. All past due interest shall bear interest from
maturity until paid at the same rate as the principal.


<P align="left" style="font-size: 11.5pt; text-indent: 4%">This note shall bear interest at a rate of One-half of One percent (0.5%) above the prime rate
published in the Wall Street Journal as being the base rate on corporate loans established by a
selected number of the largest banks in the United States, as such published prime rate is
determined daily by the payee. In the event more than one such prime rate is published by the Wall
Street Journal, the highest of such rates shall be used to determine the interest rate on this
note. No representation is made that such prime rate is the lowest or best rate charged by any
bank to its customers. In the event the prime rate published by the Wall Street Journal should
cease to be available for any reason, the payee shall select an index comparable to such prime rate
to determine the rate of interest on this note.


<P align="left" style="font-size: 11.5pt; text-indent: 4%">It is contemplated by the parties hereto that this note will evidence a revolving line of
credit and that advances and re-advances following payment of principal will be made by Lender to
Borrower, from time to time from the date hereof to the maturity date of this note. Said advances
will be made up to the principal amount of this note, but the aggregate outstanding balance of said
advances at any one time will never exceed the principal amount of this note. Additional terms of
advances are contained in a Loan Agreement dated September&nbsp;24, 2008, as amended by First and Second
Amendment thereto. The Borrower agrees to pay the interest accruing on such advances from the date
or dates thereof at the rate stipulated herein to the Lender according to the terms hereof.


<P align="left" style="font-size: 11.5pt; text-indent: 4%">Notwithstanding any other provision in this note or any other loan document to the contrary,
Lender shall not charge or collect and Lender does not intend to contract for interest in excess of
that permitted by law for loans of this kind, and to prevent such occurrence, Lender will, at
maturity or an earlier final payment of this note, determine the total amount of interest that can
be lawfully charged or collected by applying the highest lawful rate of interest to the full
periodic balances of principal for the period each is outstanding and unpaid and compare such
amount with the total interest that has accrued under the terms of this note, and, if necessary, to
prevent usury, reduce the total amount of interest payable by Borrower to the lesser amount. If
the amount of interest that has been collected exceeds the lawful amount, Lender shall either make
direct refund of such excess to Borrower or credit it against other sums owed by Borrower to
Lender, whichever Lender deems appropriate. If at any time the rate of interest provided for in
this note shall exceed the highest lawful rate, then any subsequent adjustment in the rate of
interest on this note under the terms hereof will not reduce the rate of interest below the highest
lawful rate until the total amount of interest accrued on this note equals the amount of interest,
which would have accrued if there had been no limitation to the highest lawful rate. As used
herein, the term &#147;highest lawful rate&#148; means the greatest of the rates of interest from time to
time permitted under applicable law. Interest on this note is computed on a 365/365 simple
interest basis; that is, by applying the ratio of the annual interest rate over the number of days
in a year, multiplied by the outstanding principal balance, multiplied by the actual number of days
the principal balance is outstanding.


<P align="left" style="font-size: 11.5pt; text-indent: 4%">All interest accruing on the amounts of principal advanced hereunder shall be due in
twenty-three (23)&nbsp;consecutive monthly installments in the amount of the accrued and unpaid interest
on the date such installment is due, with the first of such installments being due on the 31st day
of July, 2010, and a like installment becoming due on the last day of each succeeding calendar
month thereafter until the 31st day of May, 2012, when the entire then remaining unpaid principal
balance of this note and all accrued interest shall be due. This note shall be due in any event
on or before the 31st day of May, 2012.


<P align="left" style="font-size: 11.5pt">This note is partly in renewal, extension and rearrangement but not in extinguishment of
the unpaid balance owing on a Promissory Note dated September&nbsp;24, 2008, executed by Borrower and
payable to the order of Lender in the original principal sum of $25,000,000.00, as modified by
Modification Agreement dated to be effective March&nbsp;24, 2010, and evidencing a line of credit
governed by a Loan Agreement of the same date and secured by a Security Agreement of the same date
covering all assets of Borrower and by a Lease and Rental Assignment of the same date covering all
equipment leases of Borrower. The unpaid balance of said note and the liens, pledges, assignments
and security interests securing the same are hereby taken up, renewed and extended for the security
of this note.


<P align="left" style="font-size: 11.5pt; text-indent: 4%">This note is secured by the Security Agreement dated September&nbsp;24, 2008 between Borrower and
Lender by which Borrower granted a security interest in all assets of Borrower, and by the Lease
and Rental Assignment of the same date from Borrower to Lender by which Borrower granted security
interests in all of its equipment leases, now owned or hereafter acquired by Borrower. Reference
is here made to said Security Agreement and said Lease and Rental Assignment for all purposes.
This note and the security therefor is also governed by the Loan Agreement dated September&nbsp;24, 2008
between the Borrower and Lender. as amended from time to time.


<P align="left" style="font-size: 11.5pt; text-indent: 4%">As the term &#147;Lender&#148; is used in this note, it shall be construed to refer to Lender or to any
current owner of this note, if other than Lender.


<P align="left" style="font-size: 11.5pt; text-indent: 4%">It is agreed that time is of the essence of this agreement, and that in the event of default
in the payment of any installment of principal or interest which may be provided for hereunder, as
the same becomes due and payable, Lender may declare the entire unpaid principal balance plus all
accrued but unpaid interest due hereon immediately due and payable, and failure to exercise said
option shall not constitute a waiver on the part of Lender of the right to exercise the same at any
other time.


<P align="left" style="font-size: 11.5pt; text-indent: 4%">Should default be made in the payment of this note as the same becomes due or is declared due
under the terms hereof, and should this note then be placed in the hands of an attorney for
collection, or should this note be collected by suit or through the probate court, bankruptcy
court, or other judicial proceedings, then the undersigned agree and promise to pay reasonable
attorney&#146;s fees incurred by Lender herein in the collection of this note in addition to the
principal and interest then owing.


<P align="left" style="font-size: 11.5pt; text-indent: 4%">This note, or any part hereof, may be paid before maturity at any time, and on the payment or
collection of this note, no unearned interest shall be paid or collected.


<P align="left" style="font-size: 11.5pt; text-indent: 4%">Borrower and any and all co-makers, endorsers, guarantors and sureties hereby acknowledge
their understanding that, unless waived, they have the right to notice of Lender&#146;s intent to
accelerate the principal balance due on this note, the right to notice of actual acceleration of
the principal balance of this note, and the right to presentment of this note by Lender&#146;s demand
for payment. Borrower and any and all co-makers, endorsers, guarantors, and sureties further
acknowledge their understanding that they may waive these rights by their signatures on this note
or on their respective contracts and they do hereby severally waive their rights to notice of
intent to accelerate, their rights to notice of acceleration, and their rights to presentment or
other demand for payment. Borrower and any and all co-makers, endorsers, guarantors, and sureties
further severally waive notice of protest, protest, demand and the filing of suit hereon for the
purpose of fixing liability and consent that the time of payment hereof may be extended and
re-extended from time to time without notice to them, or any of them, and each agrees that his,
her, or its liability on or with respect to this note shall not be affected by any release or
discharge of any other maker, endorser, guarantor, or surety or by any release of or change in any
security at any time existing or by any failure to perfect or to maintain perfection of any lien on
or security interest in any such security, or any change in the Loan Agreement.


<P align="left" style="font-size: 11.5pt; text-indent: 23%">MITCHAM INDUSTRIES, INC.


<P align="left" style="font-size: 11.5pt; text-indent: 23%">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
BILLY F. MITCHAM, JR.<BR>
Its: President<BR>


<P align="center" style="font-size: 10pt; display: none">3
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<P align="center" style="font-size: 11.5pt"><FONT style="font-size: 11pt"><U><B>EXHIBIT B</B></U></FONT>



<P align="center" style="font-size: 11pt"><U>PROMISSORY NOTE</U>



<P align="left" style="font-size: 11pt">$<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> Victoria, Texas <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 20<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 11pt; text-indent: 4%">The undersigned, hereinafter called &#147;Borrower,&#148; whether one or more, jointly and severally,
hereby promise to pay to the order of First Victoria National Bank, hereinafter called &#147;Lender,&#148; at
its banking house in the City of Victoria, in Victoria County, Texas, the sum of $<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, with
interest thereon from date until paid as hereinafter provided. All past due interest shall bear
interest at the same rate as the principal.


<P align="left" style="font-size: 11pt; text-indent: 4%">This note shall bear interest at a rate One-Half of One Percent (0.5%) over the prime rate
published in the Wall Street Journal as being the base rate on corporate loans established by a
selected number of the largest banks in the United States, as such published prime rate is
determined annually by Lender on the date thirty (30)&nbsp;days in advance of the &#147;Adjustment Date&#148; as
hereinafter defined. In the event more than one such prime rate is published by the Wall Street
Journal, the highest of such rates shall be used to determine the interest rate on this note. No
representation is made that such prime rate is the lowest or best rate charged by any bank to its
customers. In the event the prime rate published in the Wall Street Journal should cease to be
available for any reason, Lender shall select an index comparable to such prime rate to determine
the rate of interest on this note on the next Adjustment Date.


<P align="left" style="font-size: 11pt; text-indent: 4%">The first adjustment of the interest rate on this note shall become effective on the <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
day of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 20<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, and subsequent adjustments shall become effective on the same
calendar day, hereinafter called the &#147;Adjustment Date,&#148; of each succeeding year thereafter. On the
date thirty (30)&nbsp;days in advance of the Adjustment Date each year, Lender shall determine the rate
of interest which this note shall bear from such Adjustment Date until the next Adjustment Date.


<P align="left" style="font-size: 11pt; text-indent: 4%">Notwithstanding any other provision in this note or any other loan document to the contrary,
Lender shall not charge or collect and Lender does not intend to contract for interest in excess of
that permitted by law for loans of this kind by Lender, and to prevent such occurrence, Lender
will, at maturity or an earlier final payment of this note, determine the total amount of interest
that can be lawfully charged or collected by applying the highest lawful rate of interest to the
full periodic balances of principal for the period each is outstanding and unpaid and compare such
amount with the total interest that has accrued under the terms of this note, and, if necessary, to
prevent usury, reduce the total amount of interest payable by Borrower to the lesser amount. If
the amount of interest that has been collected exceeds the lawful amount, Lender shall either make
direct refund of such excess to Borrower or credit it against other sums owed by Borrower to
Lender, whichever Lender deems appropriate. If at any time the rate of interest provided for in
this note shall exceed the highest lawful rate, then any subsequent adjustment in the rate of
interest on this note under the terms hereof will not reduce the rate of interest below the highest
lawful rate until the total amount of interest accrued on this note equals the amount of interest,
which would have accrued if there had been no limitation to the highest lawful rate. As used
herein, the term &#147;highest lawful rate&#148; means the greatest of the rates of interest from time to
time permitted under applicable law. Interest on this note is computed on a 365/365 simple interest
basis; that is, by applying the ratio of the annual interest rate over the number of days in a
year, multiplied by the outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding.


<P align="left" style="font-size: 11pt; text-indent: 4%">This note is payable in forty-eight (48)&nbsp;consecutive monthly installments of principal and
interest in an amount sufficient to repay the entire principal and accrued interest by the maturity
date of this note. The first of such installments shall become due on the <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> day of
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 20<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, and a like installment shall become due on the same day of each succeeding
calendar month thereafter until the entire unpaid principal and accrued interest has been paid in
full. These installments shall be in the amount of $<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> each, including interest, until the
first adjustment of the interest rate. Thereafter, on the Adjustment Date each year, as the rate
of interest is determined, the amount of the monthly installments shall be adjusted as required by
Lender so that such installments shall be in substantially equal amounts and sufficient to amortize
the indebtedness by the maturity date.


<P align="left" style="font-size: 11pt; text-indent: 4%">The final installment on this note shall be due, if not sooner paid on the <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> day of
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 20<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>.


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">4
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<P align="left" style="font-size: 11pt; text-indent: 4%">If Lender has not received the full amount of any monthly installment by the end of ten (10)
calendar days after the date it is due, Borrower shall pay a late charge to Lender in the amount of
five percent (5.00%) of the late installment of principal and interest or a maximum of Fifty
Dollars ($50.00).


<P align="left" style="font-size: 11pt; text-indent: 4%">This note is in renewal, extension and rearrangement but not in extinguishment of a portion of
the unpaid balance owing on a Promissory Note dated July&nbsp;&nbsp;&nbsp;, 2010, executed by Borrower and
payable to the order of Lender in the original principal sum of $35,000,000.00 and evidencing a
line of credit governed by a Loan Agreement between Borrower and Lender dated September&nbsp;24, 2008,
as amended and secured by a Security Agreement covering all assets of Borrower and by a Lease and
Rental Assignment covering all equipment leases of Borrower. The portion of the unpaid balance of
said note represented by the amount of this note and the liens, pledges and security interests
securing the same are hereby taken up, renewed and extended for the security of this note.


<P align="left" style="font-size: 11pt; text-indent: 4%">This note is governed by and secured as provided in the Loan Agreement between Borrower and
Lender dated September&nbsp;24, 2008, as it now exists or is hereinafter amended, and all of the
covenants of Borrower contained therein will apply to the indebtedness evidenced by this note and
all security interests, liens and collateral assignments described in the Loan Agreement will
secure this note.


<P align="left" style="font-size: 11pt; text-indent: 4%">As the term &#147;Lender&#148; is used in this note, it shall be construed to refer to Lender or to any
current owner of this note, if other than Lender.


<P align="left" style="font-size: 11pt; text-indent: 4%">It is agreed that time is of the essence of this agreement, and that in the event of default
in the payment of any installment of principal or interest which may be provided for hereunder, as
the same becomes due and payable, Lender may declare the entire unpaid principal balance plus all
accrued but unpaid interest due hereon immediately due and payable, and failure to exercise said
option shall not constitute a waiver on the part of Lender of the right to exercise the same at any
other time.


<P align="left" style="font-size: 11pt; text-indent: 4%">Should default be made in the payment of this note as the same becomes due or is declared due
under the terms hereof, and should this note then be placed in the hands of an attorney for
collection, or should this note be collected by suit or through the probate court, bankruptcy
court, or other judicial proceedings, then the undersigned agree and promise to pay reasonable
attorney&#146;s fees incurred by Lender herein in the collection of this note in addition to the
principal and interest then owing.


<P align="left" style="font-size: 11pt; text-indent: 4%">This note, or any part hereof, may be paid before maturity at any time, and on the payment or
collection of this note, no unearned interest shall be paid or collected.


<P align="left" style="font-size: 11pt; text-indent: 4%">Borrower and any and all co-makers, endorsers, guarantors and sureties hereby acknowledge
their understanding that, unless waived, they have the right to notice of Lender&#146;s intent to
accelerate the principal balance due on this note, the right to notice of actual acceleration of
the principal balance of this note, and the right to presentment of this note by Lender&#146;s demand
for payment. Borrower and any and all co-makers, endorsers, guarantors, and sureties further
acknowledge their understanding that they may waive these rights by their signatures on this note
or on their respective contracts and they do hereby severally waive their rights to notice of
intent to accelerate, their rights to notice of acceleration, and their rights to presentment or
other demand for payment. Borrower and any and all co-makers, endorsers, guarantors, and sureties
further severally waive notice of protest, protest, demand and the filing of suit hereon for the
purpose of fixing liability and consent that the time of payment hereof may be extended and
re-extended from time to time without notice to them, or any of them, and each agrees that his,
her, or its liability on or with respect to this note shall not be affected by any release or
discharge of any other maker, endorser, guarantor, or surety or by any release of or change in any
security at any time existing or by any failure to perfect or to maintain perfection of any lien on
or security interest in any such security.


<P align="left" style="font-size: 11pt; text-indent: 23%">MITCHAM INDUSTRIES, INC.


<P align="left" style="font-size: 11pt; text-indent: 23%">By&#151;


<P align="left" style="font-size: 11pt; text-indent: 27%">Billy F. Mitcham, Jr.


<P align="left" style="font-size: 11pt; text-indent: 27%">Its President



<P align="center" style="font-size: 10pt; display: none">5




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