GEOSCIENCE CORP, S-1/A, 1996-05-10

GEOSCIENCE CORP
S-1/A, 1996-05-10
MEASURING & CONTROLLING DEVICES, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1996
REGISTRATION NO. 333-2986

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2
TO

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GEOSCIENCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

3829
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)

NEVADA 76-0497775
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

10500 WESTOFFICE DRIVE RICHARD F. MILES
SUITE 200 PRESIDENT
HOUSTON, TEXAS 77042-5391 10500 WESTOFFICE DRIVE
(713) 785-7790 SUITE 200
(ADDRESS, INCLUDING ZIP CODE, AND HOUSTON, TEXAS 77042-5391
TELEPHONE NUMBER, (713) 785-7790
INCLUDING AREA CODE, OF REGISTRANT'S (NAME, ADDRESS, INCLUDING ZIP CODE,
PRINCIPAL EXECUTIVE OFFICES) AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)

COPIES TO:

J. RANKIN TIPPINS
VICE PRESIDENT, GENERAL COUNSEL
THOMAS P. MASON AND SECRETARY T. MARK KELLY
ANDREWS & KURTH L.L.P. GEOSCIENCE CORPORATION VINSON & ELKINS L.L.P.
4200 TEXAS COMMERCE TOWER 10500 WESTOFFICE DRIVE 1001 FANNIN STREET
600 TRAVIS SUITE 200 SUITE 2300
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77042-5391 HOUSTON, TEXAS 77002-6760
(713) 220-4200 (713) 785-7790 (713) 758-2222

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
<TABLE>
<CAPTION>

REGISTRATION STATEMENT ITEM AND HEADING PROSPECTUS CAPTION OR LOCATION
- --------------------------------------- ------------------------------
<S> <C>
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus........................................ Outside Front Cover Page

2. Inside Front and Outside Back Cover Pages of Prospectus.................. Inside Front Cover Page; Outside Back Cover Page;
Available Information

3. Summary Information, Risk Factors and Ratio of Earnings
to Fixed Charges...................................................... Prospectus Summary; Risk Factors; Selected
Combined Financial Data

4. Use of Proceeds.......................................................... Use of Proceeds

5. Determination of Offering Price.......................................... Outside Front Cover Page

6. Dilution................................................................. Dilution

7. Selling Security Holders................................................. Not Applicable

8. Plan of Distribution..................................................... Front Cover Page; Underwriting

9. Description of Securities to be Registered............................... Front Cover Page; Prospectus Summary;
Capitalization; Dividend Policy; Description of
Capital Stock

10. Interests of Named Experts and Counsel................................... Not Applicable

11. Information with Respect to the Registrant............................... Front Cover Page; Prospectus Summary; Risk Factors;
The Company; Capitalization; Dividend Policy;
Selected Combined Financial Data; Management's
Discussion and Analysis of Financial Condition and
Results of Operations; Business; Management;
Security Ownership of Management and Certain
Beneficial Owners; Combined Financial Statements
12. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities........................................ Not Applicable
</TABLE>
<PAGE>

SUBJECT TO COMPLETION, DATED MAY 10, 1996

PROSPECTUS

2,000,000 SHARES

[LOGO]

COMMON STOCK

All of the shares of Common Stock, par value $0.01 per share ("Common
Stock"), of GeoScience Corporation, a Nevada corporation ("GeoScience" or the
"Company"), offered hereby are being sold by the Company. Prior to this offering
(the "Offering"), there has been no public market for the Common Stock of the
Company. It is currently anticipated that the initial public offering price will
be between $14.00 and $16.00 per share. See "Underwriting" for information
relating to the factors to be considered in determining the initial public
offering price. The Company has made application to list the Common Stock on the
Nasdaq National Market under the symbol "GSCI."

SEE "RISK FACTORS" BEGINNING ON PAGE 9 OF THIS PROSPECTUS FOR A DISCUSSION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS OF THE
COMMON STOCK OFFERED HEREBY.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------
Proceeds
Price To Underwriting To
Public Discount(1) Company(2)
- --------------------------------------------------------------------------------

Per Share................... $ $ $
- --------------------------------------------------------------------------------
Total(3).................... $ $ $
- --------------------------------------------------------------------------------

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "Underwriting."

(2) Before deducting estimated expenses of $500,000 payable by the Company.

(3) The Company has granted the Underwriters an over-allotment option,
exercisable for 30 days from the date of this Prospectus, to purchase up to
300,000 shares of Common Stock from the Company on the same terms and
conditions as set forth above. If all such shares are purchased by the
Underwriters, the total Price to Public will be $_____ , the total
Underwriting Discount will be $____ and the total Proceeds to Company will
be $___. See "Underwriting."

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as, and if issued to and accepted by them, and subject to
the Underwriters' right to withdraw, cancel, or modify such offer and reject any
order in whole or in part. It is expected that delivery of the shares of the
Common Stock will be made on or about _________, 1996.

MORGAN KEEGAN & COMPANY, INC. HOWARD, WEIL, LABOUISSE, FRIEDRICHS
INCORPORATED

__________, 1996

******************************************************************************
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
* REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH *
* THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD *
* NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION *
* STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN *
* OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE *
* ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, *
* SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR *
* QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. *
******************************************************************************
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

Inside Front Cover -- [GRAPHICS AND IMAGE MATERIAL OMITTED] The inside
front cover contains various pictures surrounding the Company's logo and name in
the center of the page. The picture in the upper left is a vessel towing eight
streamer arrays. The picture in the upper right is a subsurface 3-D depiction
from the Company's VOXELGEO software. The center left picture is an ocean bottom
cable crew deploying cables in the water. The center right picture depicts two
men in boats in shallow water deploying the Company's PolySeis System. The
bottom left picture is a subsurface 3-D depiction from the Company's GEOSEC 3-D
software. The bottom right picture depicts ocean bottom cables stored on a boat
and two men on the sides.

Inside Front Cover Fold-Out -- [GRAPHICS AND IMAGE MATERIAL OMITTED] The
inside front cover fold-out depicts a globe with the Company's logo and name
surrounded by captions with the Company's principal lines of business and
related products. Clockwise from the upper left, these captions read: Ocean
Bottom Cable Systems, SYNTRAK-480-24(TM); Seismic Processing, FOCUS; Seismic
Interpretation, SEISX; Land-Transition Zone Systems, PolySeis(TM); Marine
Streamer Systems, SYNTRAK 480-24(TM); and Interpretation & Visualization,
VOXELGEO. Various locations of the Company's places of business are set forth on
the right side of the fold-out, which locations are stated, from top to bottom:
Houston, Boulder, Calgary, China, England, Singapore, Caracas, and Moscow.

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE
DETAILED INFORMATION AND FINANCIAL STATEMENTS (INCLUDING THE NOTES THERETO)
APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE SPECIFIED, REFERENCES
IN THIS PROSPECTUS TO "GEOSCIENCE" OR THE "COMPANY" SHALL MEAN GEOSCIENCE
CORPORATION AND ITS CONSOLIDATED SUBSIDIARIES AND THEIR PREDECESSORS. UNLESS
OTHERWISE INDICATED, INFORMATION IN THIS PROSPECTUS ASSUMES THAT THE
OVER-ALLOTMENT OPTION GRANTED TO THE UNDERWRITERS IS NOT EXERCISED.

THE COMPANY

GeoScience Corporation is a designer, developer and manufacturer of seismic
data acquisition systems, geoscientific software and related products. The
Company's products are used worldwide in the oil and gas exploration and
production industry to identify, define and visualize subsurface geologic
structures, primarily to predict the existence and location of oil and gas
reserves. The Company's seismic data acquisition systems are used to collect
seismic data in marine, transition zone (shallow water and marsh) and land
environments, and are well-suited for advanced three-dimensional ("3-D") data
collection techniques, including use in connection with time-lapsed 3-D ("4-D")
reservoir monitoring activities. The Company's geoscientific software is used
primarily by geologists and geophysicists to process and interpret seismic data
and to visualize geological structures in three dimensions. The Company's
principal customers are major, independent and foreign national oil and gas
companies, seismic contractors, geophysical contractors and government agencies
around the world. During 1995, approximately 70% of the Company's revenue was
attributable to customers outside the United States.

Seismic surveys and the analysis of seismic and geological data play an
essential role in oil and gas exploration and development. Recent improvements
in advanced 3-D seismic data acquisition systems, seismic survey techniques and
interpretation and visualization capabilities of geoscientific software have
significantly increased the quality and quantity of data available to
geoscientists, thereby improving the cost-effectiveness of large-scale 3-D
seismic data acquisition and geoscientific interpretation projects. In addition,
the use of advanced 3-D seismic surveys has increased the drilling success rate
experienced by many oil and gas companies. As a result, 3-D projects utilizing
these advanced technologies have been accepted in the oil and gas industry as an
exploration risk management tool and for field development and are increasingly
employed in reservoir monitoring activities.

SEISMIC DATA ACQUISITION SYSTEMS. The Company's broad range of seismic data
acquisition systems, which are manufactured and marketed by the Company's
subsidiary Syntron, Inc. ("Syntron"), include systems designed for use in
conducting seismic surveys in marine, transition zone and land environments.
These systems collect acoustic energy produced by air guns, dynamite and other
sound sources that are reflected from subsea or underground geological
formations. The acoustic energy is collected by remote sensors in the water, on
the ocean floor or on land and converted to digital signals that are transmitted
by wireline or radio telemetry to a recording unit. The recording unit
simultaneously records the digital signals collected from the multiple sensors
to produce integrated seismic data in a form that can be processed and
interpreted.

The Company is a leading designer and manufacturer of seismic data
acquisition systems utilized in deepwater marine and ocean bottom environments.
The Company's SYNTRAK 480 marine system can be configured to simultaneously
record more than 5,000 channels of seismic data that are collected and
transmitted through up to 12 towed streamer arrays. The Company believes that
this capability is the most technologically advanced in the industry. The
Company's OCEAN BOTTOM CABLE System can also simultaneously record more than
5,000 channels of seismic data that are collected and transmitted by cables
positioned on the floor of the ocean or other body of water. These cables may be
positioned temporarily for a single seismic survey or positioned permanently for
purposes of 4-D seismic surveys

in connection with advanced reservoir monitoring activities. The Company has
recently introduced its SYNTRAK 480 24-bit data acquisition module as the
successor to its 16-bit module for use in the Company's marine and ocean bottom
seismic data acquisition systems. The new SYNTRAK 480 24-bit module has fewer
components, improved reliability, smaller size and improved system performance,
including lower distortion and a higher instantaneous dynamic range than the
previous module. The 24-bit module is designed to be incorporated with the
Company's marine seismic data acquisition systems as a replacement for the
16-bit module, and the Company believes there is a significant replacement
market for the 24-bit module from the Company's existing customer base.

The Company has also recently introduced the POLYSEIS System, a 24-bit
radio telemetry data acquisition system designed for use in transition zones and
on land. This system utilizes remote data acquisition modules that may be
configured to use radio or wireline telemetry, or a combination of both, to
permit the simultaneous acquisition of seismic data from transition zone and
land environments. The ability to utilize radio telemetry is especially useful
in difficult terrain such as swamps or mountains or in environmentally sensitive
areas where wireline telemetry methods are not desirable.

GEOSCIENTIFIC SOFTWARE. The Company, operating through its subsidiary
CogniSeis Development, Inc. ("CogniSeis"), develops, markets and supports a full
line of applications software for use in processing seismic data and
interpreting and visualizing geophysical and geological data, such as seismic
data and well logs. Since its introduction in 1980, the Company's applications
software for processing seismic data has gained wide acceptance among major,
independent and foreign national oil and gas companies and seismic processing
contractors. The Company has continued to introduce improved seismic processing
software, including FOCUS 3D, an application that provides interactive 3-D
processing for computer workstations as well as special interpretation and
graphical capabilities. The Company also designs and markets seismic
interpretation and visualization software for use by geologists and
geophysicists, including the SEISX software designed by the Company's subsidiary
Photon Systems Ltd. The Company has recently introduced several new products
designed to integrate the processing and interpretation of 3-D seismic data as
well as to provide enhanced 3-D visualization. A significant percentage of the
Company's software customers pay fees that entitle them to software upgrades and
maintenance support. The Company believes that this program promotes continued
customer loyalty.

GROWTH STRATEGY

The Company's growth strategy is focused on (i) the development of
technologically advanced products, (ii) the integration of seismic data
acquisition, seismic data processing and geological interpretation and (iii) the
acquisition of product lines or businesses to complement internal product
development. These key elements of the Company's growth strategy can be
summarized as follows:

o DEVELOPMENT OF TECHNOLOGICALLY ADVANCED PRODUCTS. The Company is committed
to developing technologically advanced products through extensive new product
development activities. The Company devoted $9.8 million, $10.4 million and
$12.8 million to research and development in 1993, 1994 and 1995,
respectively (or 16.2%, 16.4% and 15.2% of revenue for these periods,
respectively). These efforts have resulted in the development of new and
improved products, including the SYNTRAK 480 24-bit module, the POLYSEIS
System and FOCUS 3D. The Company intends to continue to focus on the
development of products for use in reservoir monitoring activities. In
addition, the Company is developing a seismic data acquisition system
utilizing the existing radio telemetry technology of the POLYSEIS System that
would be capable of simultaneously recording a significantly greater number
of channels than existing systems for use in connection with large scale 3-D
seismic surveys conducted on land.

o INTEGRATION OF DATA ACQUISITION, PROCESSING AND INTERPRETATION. The Company
has developed products that allow the Company's customers to integrate the
acquisition of seismic data with

seismic processing and geologic interpretation to decrease the overall cycle
time involved with these processes and to ensure the quality of data through
compatibility of systems. The Company has also developed the ability to
process seismic data in the field simultaneously with the acquisition of
seismic data, which allows the Company's customers to utilize the data more
efficiently. In addition, the Company is proceeding with the integration of
its various seismic processing, geological interpretation and visualization
software programs to facilitate the manipulation of data and to decrease the
cycle time necessary to process, interpret and visualize data. The Company
believes that the integration of these processes will increase the demand for
its products in exploration, development drilling and reservoir monitoring
activities.

o STRATEGIC ACQUISITIONS. The Company has recently completed several
acquisitions that complement and expand its product lines. In June 1995, the
Company completed the acquisition of CogniSeis, a company that designs,
develops and markets geoscientific software and related products. In August
1995, the Company acquired the rights to develop, market and sell VOXELGEO, a
computer software program used by geologists and geophysicists to interpret
and visualize seismic data on a 3-D basis. In September 1995, the Company
acquired Photon Systems Ltd., a company that develops, markets and licenses
seismic and geologic interpretation systems. In October 1995, the Company
expanded its product line to include fiber optic and copper wire seismic
cables and associated connectors by acquiring the business and assets of
Primatek Industries, Inc. The Company continues to evaluate potential
acquisitions of businesses and product lines that the Company believes would
complement its existing business.

EXECUTIVE OFFICES

The Company's executive offices are located at 10500 Westoffice Drive,
Suite 200, Houston, Texas 77042-5391 and its telephone number is (713) 785-7790.

TECH-SYM CORPORATION

The Company is currently wholly owned by Tech-Sym Corporation ("Tech-Sym"),
the common stock of which is publicly traded on the New York Stock Exchange.
Tech-Sym is a diversified electronics engineering and manufacturing company
primarily involved, through its subsidiaries, in the design, development and
production of products used for communications and defense systems. Tech-Sym is
also involved, through the Company, in the design, development and production of
seismic data acquisition systems, geoscientific software and related products.
Following the Offering, Tech-Sym will own approximately 79.4% of the Company's
outstanding Common Stock (77.0% if the Underwriters over-allotment option is
exercised in full). In addition, Tech-Sym and the Company have entered into
several agreements governing their relationship following the Offering. See
"Relationship with Tech-Sym."

MULTITRAK(TM), SYNTRAK(TM), SYNTRAK 480(TM), SYNTRON(TM), GEOSEC(TM) AND
COGNISEIS DEVELOPMENT, INC.(TM) ARE REGISTERED UNITED STATES TRADEMARKS OF THE
COMPANY. APPLICATION HAS BEEN MADE TO REGISTER TERRACUBE AND SYNTRAK 480-24 AS
UNITED STATES TRADEMARKS.
5

THE OFFERING

Shares of Common Stock Offered....... 2,000,000 shares

Shares of Common Stock to be
Outstanding after the Offering..... 9,700,000 shares(1)

Use of Proceeds...................... To retire indebtedness and for general
corporate purposes. See "Use of
Proceeds."
Proposed Nasdaq National Market
Symbol............................. GSCI
- ------------

(1) Does not include 300,000 shares subject to the Underwriters' over-allotment
option and 1,500,000 shares reserved for issuance under the Company's 1996
Equity Incentive Plan. See "Management -- Equity Incentive Plan."

RISK FACTORS

Prospective purchasers of the Common Stock offered hereby should carefully
consider the factors set forth under the caption "Risk Factors." In particular,
prospective purchasers should be aware of (i) the risk of technological change
relating to the Company's products and the risk of the Company's inability to
develop new competitive products in a timely manner, (ii) the risk of decreased
demand for the Company's products due to fluctuations in energy industry
activity, (iii) the risk of disruption in vendor supplies and the risk of
quality control problems with the Company's suppliers, (iv) the Company's
reliance on certain significant customers, (v) the credit risk to the Company
from certain sales arrangements, (vi) the risk of competition, (vii) risks
associated with a significant amount of foreign sales, (viii) the risk of
fluctuations in future operating results, (x) the risks of excess or inadequate
inventory levels, (xi) the risks associated with protection of intellectual
property, (xii) the control of the Company by Tech-Sym, (xiii) the potential
conflicts of interest between the Company and Tech-Sym, (xiv) the risks
associated with shares of Common Stock available for future sale in the public
markets, (xv) the absence of a previous market for the Common Stock, (xvi)
dilution to purchasers of Common Stock in this offering, (xvii) the Company's
dividend policy and (xviii) the effect of certain anti-takeover provisions
included in the Company's Articles of Incorporation and Bylaws.

SUMMARY COMBINED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following summary combined financial data as of and for the three years
ended December 31, 1995, have been derived from the audited Combined Financial
Statements of the Company included elsewhere in this Prospectus. The financial
data as of and for the years ended December 31, 1991 and 1992 and as of March
31, 1996 and for the three months ended March 31, 1995 and 1996 are unaudited.
Interim results, in the opinion of management, include all adjustments
(consisting solely of normal recurring adjustments) necessary to present fairly
the financial information for such periods; however, such results are not
necessarily indicative of the results which may be expected for any other
interim period or for a full year. The acquisition of CogniSeis in June 1995 was
treated as a pooling of interests and, accordingly, the financial results of
CogniSeis are reflected in the Company's financial data for all periods
presented. See "The Reorganization."
<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
---------------------------------------------------------- ------------------------
1991 1992 1993 1994 1995 1995 1996
----------- ----------- --------- --------- --------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenue.............................. $55,965 $49,035 $ 60,091 $ 63,386 $ 84,225 $15,506 $24,750
Cost of revenue...................... 28,433 23,929 26,840 28,182 43,975 7,870 13,431
----------- ----------- --------- --------- --------- ----------- -----------
Gross profit.................... 27,532 25,106 33,251 35,204 40,250 7,636 11,319
----------- ----------- --------- --------- --------- ----------- -----------
Expenses:
Selling, general and
administrative expense........ 11,589 12,186 14,390 15,818 21,038 4,864 6,713
Research and development
expense....................... 9,150 8,940 9,761 10,364 12,827 3,032 3,491
Interest expense................ 617 799 869 997 2,005 241 601
Interest and other income,
net........................... (79) (366) (146) (469) (1,415) (81) (36)
----------- ----------- --------- --------- --------- ----------- -----------
Total expenses............. 21,277 21,559 24,874 26,710 34,455 8,056 10,769
----------- ----------- --------- --------- --------- ----------- -----------
Income (loss) from
continuing
operations before
income taxes........ 6,255 3,547 8,377 8,494 5,795 (420) 550
Provision for (benefit from) income
taxes.............................. 1,746 896 2,595 2,775 1,816 (110) 176
----------- ----------- --------- --------- --------- ----------- -----------
Income (loss) from
continuing
operations.......... 4,509 2,651 5,782 5,719 3,979 (310) 374
Discontinued operations(1):
Loss from operations(2)......... -- (692) (931) (926) (435) (209) --
Loss on disposal(2)............. -- -- -- -- (144) -- --
----------- ----------- --------- --------- --------- ----------- -----------
Net income (loss)..... $ 4,509 $ 1,959 $ 4,851 $ 4,793 $ 3,400 $ (519) $ 374
=========== =========== ========= ========= ========== =========== ===========
OTHER DATA:
Capital expenditures................. $ 3,910 $ 5,836 $ 3,536 $ 4,626 $ 9,820 $ 1,864 $ 2,504
Depreciation and amortization........ 3,232 2,792 3,835 4,573 6,108 1,347 1,635
</TABLE>

7
<TABLE>
<CAPTION>

For The For The
Reorganization(3) Offering(4)
----------------------------- -----------------------------
Three Months Three Months
Year Ended Ended Year Ended Ended
December 31, March 31, December 31, March 31,
1995 1996 1995 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
PRO FORMA PER SHARE DATA:
Earnings (loss) per common share
Continuing operations........... $ 0.50 $ 0.04 $ 0.51 $ 0.06
Discontinued operations......... $(0.08) -- $(0.06) --
------------ ------------ ------------ ------------
Earnings per common share....... $ 0.42 $ 0.04 $ 0.45 $ 0.06
============ ============ ============ ============

Weighted average common shares
outstanding........................ 7,700 7,700 9,700 9,700
============ ============ ============ ============
</TABLE>

As Of March 31, 1996
--------------------------
As
Actual Adjusted(4)
---------- -----------

BALANCE SHEET DATA:
Working capital...................... $ 4,452 $ 31,853
Total assets......................... 103,201 103,202
Notes payable........................ 12,000 --
Current maturities of long-term
debt(5)............................ 1,004 1,004
Payable to Tech-Sym.................. 29,455 14,055
Long-term debt(5).................... 5,260 5,260
Shareholder's investment............. 33,527 60,928

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

(1) The discontinued operations relate to the Syntron Pressure Controls business
(formerly known as Tri-Tech) acquired in 1992 and sold in 1995.

(2) Net of applicable income tax benefits. See Note 8 of Notes to Combined
Financial Statements.

(3) Pro forma earnings per share gives effect to the issuance of Common Stock
pursuant to the Reorganization and resulting increased general and
administrative expenses, net of tax effects, to be incurred as a result
thereof.

(4) Adjusted to reflect the issuance and sale of 2,000,000 shares of Common
Stock by the Company and the application of the estimated proceeds
therefrom, as described under "Use of Proceeds," and to reflect reduced
interest charges, net of tax effects, resulting from repayment of debt with
Offering proceeds.

(5) See Note 7 of Notes to Combined Financial Statements for information with
respect to the Company's indebtedness.

RISK FACTORS

PROSPECTIVE PURCHASERS OF THE COMMON STOCK SHOULD CONSIDER CAREFULLY THE
FACTORS SET FORTH BELOW, AS WELL AS THE OTHER INFORMATION CONTAINED IN THIS
PROSPECTUS.

RISK OF TECHNOLOGICAL CHANGE; RISK OF INABILITY TO DEVELOP NEW COMPETITIVE
PRODUCTS IN A TIMELY MANNER

The markets for the Company's product lines are characterized by rapidly
changing technology and frequent product introductions. Whether the Company can
develop and produce successfully, on a timely basis, new and enhanced products
that embody new technology, meet evolving industry standards and practice, and
achieve levels of capability and price that are acceptable to its customers,
will be significant factors in determining the Company's ability to compete.
There can be no assurance that the Company will not encounter resource
constraints or technical or other difficulties that could delay introduction of
new products in the future. If the Company is unable, for technological or other
reasons, to develop competitive products in a timely manner in response to
changes in the seismic data acquisition and geoscientific software industries or
changes in technology, its business and operating results will be materially and
adversely affected. In addition, the Company's continuing development of new
products inherently carries the risk of inventory obsolescence with respect to
its older products. See "Business -- Product Development."

RISK OF DECREASED DEMAND FOR COMPANY PRODUCTS DUE TO FLUCTUATIONS IN ENERGY
INDUSTRY ACTIVITY

Demand for the Company's products is dependent upon the level of worldwide
oil and gas exploration and development activity. Such activity in turn is
primarily dependent upon oil and gas prices, which have been subject to wide
fluctuation in recent years in response to relatively minor changes in the
supply and demand for oil and natural gas, market uncertainty and a variety of
additional factors that are beyond the control of the Company. It is impossible
to predict future oil and natural gas price movements with any certainty. No
assurances can be given as to the future level of activity in the oil and gas
exploration and development industry and its relationship to the future demand
for the Company's products. See "Business -- Industry Background" and " --
Marketing."

DISRUPTION IN VENDOR SUPPLIES

The Company's manufacturing processes require a high volume of quality
components. The Company has occasionally experienced supply or quality control
problems with its suppliers and the Company may experience supply or quality
control problems with its suppliers from time to time in the future. Such
problems, if incurred, could significantly affect the Company's ability to meet
production and sales commitments. Certain components are currently provided by
only one vendor, and the Company's reliance on certain vendors, as well as
industry supply conditions generally, involves several risks, including the
possibility of a shortage or a lack of availability of key components, quality
control problems, increases in component costs and reduced control over delivery
schedules, any of which could adversely affect the Company's financial results.
In situations whereby the Company is unable to rectify supply or quality
problems associated with one or more components from particular vendors,
redesign of the Company's products may be required and costly delays could
result. See "Business -- Manufacturing and Raw Materials."

RELIANCE ON SIGNIFICANT CUSTOMERS

A relatively small number of customers has accounted for most of the
Company's revenue during the last several years. During 1993, 1994 and 1995, the
three largest customers in each of those years accounted for a total of
approximately 37%, 38% and 39%, respectively, of the Company's revenue, and the
Company's single largest customer in those years accounted for 17%, 26% and 21%,
respectively, of revenue. The loss of any of these customers could have a
material adverse effect on the Company's financial results. See "Business --
Industry Background" and " -- Marketing."

CREDIT RISK FROM SALES ARRANGEMENTS

The Company sells products to many customers on extended-term credit
arrangements pursuant to which the Company has received promissory notes from
customers as partial consideration for such products. At December 31, 1995, the
outstanding principal amount of such notes totaled approximately $7.3 million.
In addition, the Company has sold approximately $8.0 million of notes at 100% of
their principal amount to a commercial bank pursuant to an arrangement that
obligates the Company to repurchase the notes in the event of a customer default
or upon certain other occurrences. Significant payment defaults on these notes
by customers could have a material adverse effect on the Company's financial
position, results of operations and cash flows. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business --
Marketing."

COMPETITION

The markets for seismic data acquisition systems and geoscientific software
are highly competitive and are characterized by continual and rapid changes in
technology. The Company competes with a number of competitors with respect to
each of its product lines, and there can be no assurance that sales of the
Company's products will not be adversely affected if its current competitors or
new market entrants introduce new products with better functionality,
performance, price or other characteristics than the Company's products. In
addition, many of the Company's competitors have financial, technical and other
resources substantially greater than those of the Company. See "Business --
Competition."

RISKS FROM SIGNIFICANT AMOUNT OF FOREIGN SALES

The Company's sales outside the United States accounted for approximately
68% and 70%, respectively, of the Company's revenue during 1994 and 1995.
Substantially all sales are made in U.S. dollars. Foreign sales are subject to
special risks inherent in doing business outside of the United States, including
the risk of war, civil disturbances, embargo and government activities, which
may disrupt markets. The significant cost of seismic survey equipment and the
difficulty of repossessing such equipment outside the United States could
adversely affect the financial condition of the Company if the Company's foreign
customers fail to make payments when due with respect to a significant amount of
credit extended thereto by the Company or by a bank to which the Company has
repayment obligations in the event of such nonpayment. See "-- Credit Risk from
Sales Arrangements." Foreign sales are also generally subject to the risks of
compliance with additional laws, including tariff regulations and import/export
restrictions. The Company is from time to time required to obtain export
licenses and there can be no assurance that it will not experience difficulty in
obtaining such licenses as may be required in connection with export sales. See
"Business -- Marketing" and " -- Regulatory Matters."

FUNDING OF FUTURE CAPITAL REQUIREMENTS

The Company has historically obtained a significant portion of its
financing for acquisitions, capital expenditures and other requirements from
Tech-Sym pursuant to intercompany lending arrangements. The Company intends to
use approximately $15.4 million of the net proceeds from the Offering to repay a
portion of the existing intercompany indebtedness owed to Tech-Sym. The Company
has also obtained financing under two revolving credit facilities with
commercial banks that, following the application of proceeds from the Offering
to repay all outstanding indebtedness thereunder, will provide the Company with
$14.2 million of unused borrowing capacity. The repayment of indebtedness under
these facilities is currently guaranteed by Tech-Sym. These credit facilities
terminate on an annual basis unless renewed by the Company and these banks.
Following the Offering, Tech-Sym will have no obligation to lend any money to
the Company or to provide any guarantees or other credit support to third
parties who may be interested in providing financing to the Company in the
future. There can be no assurance that the Company will be able to obtain
financing from third parties in the future in the event that Tech-Sym is
unwilling to provide financing to the Company and there can be

no assurance that the Company's existing credit facilities will be continued or
that the effective interest cost associated therewith will not increase if
Tech-Sym does not continue to provide its guarantee. In addition, there can be
no assurance that the Company will find suitable replacements of such facilities
on reasonable terms if they are not renewed. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."

FLUCTUATIONS IN OPERATING RESULTS

Due to the relatively high sales price of a seismic data acquisition system
(typically ranging from $1.5 million to more than $5.0 million) and relatively
low unit sales volume, the timing in the shipment of these systems and the mix
of products sold can produce significant fluctuations in quarter-to-quarter and
year-to-year financial results. The Company believes that factors affecting such
timing may include, among others, fluctuations in world oil and gas prices,
political changes in developing countries, seasonality of end-user markets,
availability of customer financing, lease/purchase decisions by customers,
manufacturing lead times, shortages and quality control problems relating to
system components manufactured by third parties, and environmental issues.

RISKS OF EXCESS OR INADEQUATE INVENTORY LEVELS

The Company typically operates, and expects to continue to operate, without
a significant backlog of orders for its products. As a result, the Company's
manufacturing plans and inventory levels are based principally on sales
forecasts. To meet its forecasted level of sales, the Company maintains an
inventory of components and other raw materials that can be used to assemble
finished products on a relatively rapid basis. To the extent that orders
received for the Company's products are lower than forecasted, the Company may
experience higher levels of inventory than would otherwise be desired. To the
extent that orders for products are greater than forecasted, the Company may not
have sufficient levels of components and other raw materials necessary to
manufacture the ordered products, thereby resulting in delays in shipments.

PROTECTION OF INTELLECTUAL PROPERTY

The Company believes that technology is the primary basis of competition in
its industry. The Company relies on a combination of patents, trade secrets,
copyrights, contracts, and technical measures to protect its proprietary
hardware and software technologies. While certain key technologies have been
patented by the Company, it does not typically patent its proprietary
technology, even where regarded as patentable. Although the Company currently
holds certain patent and other intellectual property rights relating to its
product lines, there can be no assurance that the Company's efforts to protect
these rights will be successful, that these rights will not be challenged by
third parties or that others will not independently develop products similar to
the Company's or design around any of the patents owned by the Company.
Additionally, intellectual property right protection may be unavailable or
ineffective in certain foreign countries in which the Company sells its
products. See "Business -- Product Development" and "-- Intellectual Property."

CONTROL BY PRINCIPAL STOCKHOLDER

The Company is currently wholly owned by Tech-Sym. After completion of the
Offering, Tech-Sym will own approximately 79.4% (or 77.0% if the Underwriters
exercise their over-allotment option in full) of the Company's outstanding
Common Stock. As a result of its stock ownership position following the
Offering, Tech-Sym will have the ability to elect all the directors of the
Company and generally control the affairs of the Company.

POTENTIAL CONFLICTS OF INTEREST

Conflicts of interest may arise in the future between the Company and
Tech-Sym in a number of areas relating to their ongoing relationships, including
allocation of capital, dividends, incurrence of indebtedness, tax matters,
financial commitments, registration rights, administration of benefit plans,
service arrangements and issuances and sales of capital stock of the Company. A
majority of the

directors of the Company are also directors of Tech-Sym, and three officers of
the Company are also officers of Tech-Sym. See "Management -- Directors and
Executive Officers." The Company and Tech-Sym have entered into a number of
agreements for the purpose of defining their ongoing relationships. These
agreements may, among other things, limit the Company's operating flexibility.
In addition, although the Company and Tech-Sym have agreed pursuant to a Tax
Allocation Agreement that each party will bear its proportionate amount of
federal income taxes, under federal income tax law, each member of a
consolidated group (as determined for federal income tax) is also jointly and
severally liable for the federal income tax liability of the consolidated group.
Similar rules may apply under state income tax laws. See "Relationship with
Tech-Sym -- Tax Allocation Agreement."

HOLDING COMPANY STRUCTURE

The Company was recently formed in connection with the Reorganization
pursuant to which all of the outstanding capital stock of Syntron, CogniSeis and
Symtronix Corporation ("Symtronix") was contributed to the Company. See "The
Reorganization." As a result, the Company is a holding company that conducts all
of its operations through subsidiaries. Accordingly, the Company will rely on
management fees payable by its subsidiaries, payments of principal and interest
on advances made to its subsidiaries, and dividends from its subsidiaries to
provide the funds necessary to meet its obligations. The ability of any such
subsidiary to make such payments to the Company is subject to applicable laws
and contractual restrictions that may restrict or prohibit the making of such
payments.

SHARES ELIGIBLE FOR FUTURE SALE

Future sales of substantial amounts of Common Stock in the public market
following the Offering could adversely affect the market price for the Common
Stock. The 7,700,000 shares outstanding prior to the Offering are not registered
under the Securities Act of 1933, as amended (the "Securities Act"), and,
therefore, are not freely tradable unless subsequently registered under the
Securities Act or exempted from such registration. All of such shares may be
sold pursuant to the requirements of Rule 144 promulgated under the Securities
Act, subject to certain holding period requirements and volume limitations
relating to the sale of securities. In addition, the Company has adopted an
equity incentive plan pursuant to which the Company may grant options to its
directors, officers and employees, and shares of Common Stock issuable upon
exercise of options granted under such plan will become available for future
sale in the public market. The Company, all of its executive officers and
directors, and Tech-Sym have agreed not to offer, sell, contract to sell or
otherwise dispose of any shares of Common Stock or any right to purchase or
acquire Common Stock without the prior written consent of the Underwriters for a
period of 180 days after the date of this Prospectus. See "Shares Eligible for
Future Sale," "Management -- Equity Incentive Plan" and "Underwriting."

ABSENCE OF PREVIOUS MARKET FOR COMMON STOCK

Prior to the Offering, there has been no public market for the Common
Stock. There can be no assurance that an adequate trading market for the Common
Stock will develop or be sustained after the Offering. The initial public
offering price has been determined by negotiations between the Company and the
Underwriters, and may bear no relationship to the market price for the Common
Stock after the Offering. See "Underwriting" for a discussion of the factors
considered in determining the initial public offering price. Prices for the
Common Stock will be determined by the market and may be influenced by many
factors, including fluctuations in the Company's net income, the depth and
liquidity of the market for the Company's Common Stock, investor perceptions of
the Company and general economic and other conditions.

DILUTION

Investors in the Common Stock offered hereby will experience immediate and
substantial dilution. See "Dilution."

DIVIDENDS

The Company historically has not paid and does not intend to pay cash
dividends on its Common Stock in the foreseeable future. The Company presently
intends to retain earnings for use in its business, with any future decision to
pay cash dividends dependent upon its growth, profitability, financial condition
and other factors the Board of Directors may deem relevant.

ANTI-TAKEOVER PROVISIONS

The Company's Articles of Incorporation and Bylaws and the provisions of
Nevada law include a number of provisions that may have the effect of
encouraging persons considering unsolicited tender offers or other unilateral
takeover proposals to negotiate with the Board of Directors rather than pursue
non-negotiated takeover attempts. These provisions include a staggered Board of
Directors, an authorized blank check preferred stock, restrictions on business
combinations and control share acquisitions and the availability of authorized
but unissued Common Stock. See "Description of Capital Stock."

THE REORGANIZATION

In March 1996, the Company was formed in connection with a reorganization
(the "Reorganization") of the corporate structure of Syntron, CogniSeis and
Symtronix, the companies that conduct the businesses of designing, developing,
producing and marketing seismic data acquisition systems, geoscientific software
and related products. Pursuant to the Reorganization, Tech-Sym contributed all
of the outstanding capital stock of Syntron, CogniSeis and Symtronix to the
Company. As a result, the Company is a holding company whose only assets consist
of shares of capital stock of Syntron, CogniSeis and Symtronix. The Combined
Financial Statements included elsewhere in this Prospectus reflect the combined
assets and operations of Syntron, CogniSeis and Symtronix, and their
subsidiaries, as of the dates and for each of the periods presented in such
financial statements.

DILUTION

The net tangible book value (total tangible assets less total liabilities)
of the Company as of March 31, 1996, after giving pro forma effect to the
Reorganization and assuming 7,700,000 shares of Common Stock of the Company were
outstanding as of such date, was $25,930,000 or $3.37 per share of Common Stock.
See "Capitalization." Net tangible book value per share of Common Stock
represents the amount of the Company's tangible net worth (tangible assets less
liabilities) divided by the total number of shares of Common Stock outstanding.
After giving effect to the sale of the shares of Common Stock offered in the
Offering (assuming an initial public offering price of $15.00 per share), and
after deducting estimated underwriting discounts and offering expenses of
approximately $2,600,000, the pro forma net tangible book value of the Company
at March 31, 1996 would have been approximately $5.50 per share. This represents
an immediate dilution of $9.50 per share to new investors and an increase in the
net tangible book value of approximately $2.13 per share to existing
stockholders, as illustrated by the following table.

Assumed public offering price per share......... $ 15.00
Net tangible book value per
share at March 31, 1996....... $ 3.37
Increase per share attributable
to new stockholders........... $ 2.13
---------
Adjusted net tangible book value per share after
Offering...................................... $ 5.50
---------
Dilution per share to new stockholders.......... $ 9.50
=========

The following table sets forth, on a pro forma basis as of March 31, 1996,
the number of shares of Common Stock purchased or to be purchased from the
Company, the total consideration paid or to be paid and the average price per
share paid or to be paid by existing stockholders and the new investors.
<TABLE>
<CAPTION>
Shares Purchased Total Consideration Average
--------------------- ------------------------ Price
Number Percent Amount Percent Per Share
----------- ------- -------------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders................ 7,700,000 79.4% $ 4,555,000 13% $ .59
New investors........................ 2,000,000 20.6% $ 30,000,000 87% $ 15.00
Total........................... 9,700,000 100% $ 34,555,000 100% $ 3.56
</TABLE>
The foregoing information assumes no exercise of the Underwriter's
over-allotment option or stock options that may be granted in the future under
the Company's 1996 Equity Incentive Plan. See "Management -- Equity Incentive
Plan."

USE OF PROCEEDS

The net proceeds from the sale of the Common Stock offered hereby are
estimated to be approximately $27,400,000 ($31,585,000 if the Underwriters'
over-allotment option is exercised in full), assuming an initial public offering
price of $15.00 per share and after deducting estimated underwriting discounts
and offering expenses to be paid by the Company. The Company intends to use a
portion of the proceeds to repay all indebtedness outstanding under the
revolving credit facilities (which at March 31, 1996 was $12.0 million) and the
remaining proceeds will be used to reduce amounts owed to Tech-Sym (which at
March 31, 1996 were $29.4 million).

The Company's credit facilities consist of (i) an $8 million revolving
credit facility obtained by Syntron from First Interstate Bank of Texas, N.A.
("First Interstate") that matures on April 30, 1996 and bears interest at a
fluctuating rate equal to the prime rate of First Interstate and (ii) a $6.0
million revolving credit facility obtained by CogniSeis from NationsBank of
Texas, N.A. ("NationsBank") that matures on June 15, 1996 and bears interest at
the prime rate of NationsBank (collectively, the "Credit Facilities"). The
interest rate payable under both the First Interstate credit facility and the
NationsBank credit facility was 8.25% at March 1, 1996. The Company presently
intends to renew each of the Credit Facilities on substantially the same terms
and conditions for an additional one year term following the currently scheduled
maturity dates thereof. The indebtedness owed to Tech-Sym currently bears
interest at the rate of 8% per annum and is due upon demand.

Pending application of the net proceeds of the Offering, the Company will
invest the net proceeds in short-term, interest-bearing, investment grade
securities.

DIVIDEND POLICY

CAPITALIZATION

The following table sets forth the current debt and capitalization of the
Company (i) at March 31, 1996 and (ii) at March 31, 1996 after giving pro forma
effect to the Reorganization and as adjusted to give pro forma effect to the
sale of 2,000,000 shares of Common Stock offered hereby and the application of
the estimated net proceeds therefrom as described under "Use of Proceeds."

March 31, 1996
--------------------
As
Actual Adjusted
------- --------
(in thousands)
Notes payable........................ $12,000 $ --
Current maturities of long-term
debt............................... 1,004 1,004
Payable to Tech-Sym.................. 29,455 14,055
------- --------
Total current debt........ $42,459 $ 15,059
======= ========
Long-term debt(1).................... $ 5,260 $ 5,260
------- --------
Shareholder's investment:
Preferred stock, $.01 par value;
5,000,000 shares authorized;
none issued -- --
Common Stock, $.01 par value,
35,000,000 shares authorized;
7,700,000 shares issued
outstanding pro forma; and
9,700,000 shares issued, as
adjusted(2)................... 1 97
Additional capital.............. 4,553 31,858
Accumulated earnings............ 29,304 29,304
Cumulative translation
adjustment.................... (331) (331)
------- --------
Total shareholder's
investment.............. 33,527 60,928
------- --------
Total capitalization................. $38,787 $ 66,188
======= ========
- ------------
(1) See Note 7 of Notes to Combined Financial Statements for information with
respect to the Company's indebtedness.

(2) Excludes 1,500,000 shares of Common Stock reserved for issuance under the
Company's 1996 Equity Incentive Plan. See Note 3 of Notes to Balance Sheet
for information regarding the Company's 1996 Equity Incentive Plan.

SELECTED COMBINED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following selected combined financial data as of and for the three
years ended December 31, 1995, have been derived from the audited Combined
Financial Statements included elsewhere in this Prospectus. The financial data
as of and for the years ended December 31, 1991 and 1992 and as of March 31,
1996 and for the three months ended March 31, 1995 and 1996 are unaudited.
Interim results, in the opinion of management, include all adjustments
(consisting solely of normal recurring adjustments) necessary to present fairly
the financial information for such periods; however, such results are not
necessarily indicative of the results which may be expected for any other
interim period or for a full year. The acquisition of CogniSeis in June 1995 was
treated as a pooling of interests and, accordingly, the financial results of
CogniSeis are reflected in the Company's financial data for all periods
presented. See "The Reorganization." This information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Combined Financial Statements as of December
31, 1994 and 1995 and for each of the three years in the period ended December
31, 1995, and the related notes thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
Three Months
Year Ended December 31, Ended March 31,
----------------------------------------------------- --------------------
1991 1992 1993 1994 1995 1995 1996
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenue:
Equipment sales.................. $ 38,761 $ 33,906 $ 46,436 $ 49,076 $ 67,470 $ 11,715 $ 20,269
Software sales................... 8,463 7,188 6,456 7,254 9,654 2,094 2,459
Maintenance and other............ 8,741 7,941 7,199 7,056 7,101 1,697 2,022
--------- --------- --------- --------- --------- --------- ---------
Total revenue............... 55,965 49,035 60,091 63,386 84,225 15,506 24,750
--------- --------- --------- --------- --------- --------- ---------
Cost of revenue:
Cost of equipment sales.......... 21,117 18,124 22,117 23,719 39,886 6,739 12,421
Cost of software sales........... 1,758 940 780 1,159 1,012 318 335
Cost of maintenance and other.... 5,558 4,865 3,943 3,304 3,077 813 675
--------- --------- --------- --------- --------- --------- ---------
Total cost of revenue....... 28,433 23,929 26,840 28,182 43,975 7,870 13,431
--------- --------- --------- --------- --------- --------- ---------
Gross profit..................... 27,532 25,106 33,251 35,204 40,250 7,636 11,319
--------- --------- --------- --------- --------- --------- ---------
Expenses:
Selling, general and
administrative expense......... 11,589 12,186 14,390 15,818 21,038 4,864 6,713
Research and development
expense........................ 9,150 8,940 9,761 10,364 12,827 3,032 3,491
Interest expense................. 617 799 869 997 2,005 241 601
Interest and other income, net... (79) (366) (146) (469) (1,415) (81) (36)
--------- --------- --------- --------- --------- --------- ---------
Total expenses.............. 21,277 21,559 24,874 26,710 34,455 8,056 10,769
--------- --------- --------- --------- --------- --------- ---------
Income (loss) from
continuing operations
before income taxes....... 6,255 3,547 8,377 8,494 5,795 (420) 550
Provision for (benefit from) income
taxes.............................. 1,746 896 2,595 2,775 1,816 (110) 176
--------- --------- --------- --------- --------- --------- ---------
Income (loss) from
continuing operations..... 4,509 2,651 5,782 5,719 3,979 (310) 374
Discontinued operations(1):
Loss from operations(2).......... -- (692) (931) (926) (435) (209) --
Loss on disposal(2).............. -- -- -- -- (144) -- --
--------- --------- --------- --------- --------- --------- ---------
Net income (loss)........... $ 4,509 $ 1,959 $ 4,851 $ 4,793 $ 3,400 $ (519) $ 374
========= ========= ========= ========= ========= ========= =========
PRO FORMA PER SHARE DATA:
Earnings (loss) per common share
Continuing operations(3)......... $ 0.50 $ 0.04
Discontinued operations(3)....... (0.08) --
--------- ---------
Earnings per common share(3)..... $ 0.42 $ 0.04
========= =========
Weighted average common shares
outstanding........................ 7,700 7,700
========= =========
OTHER DATA:
Capital expenditures................. $ 3,910 $ 5,836 $ 3,536 $ 4,626 $ 9,820 $ 1,864 $ 2,504
Depreciation and amortization........ 3,232 2,792 3,835 4,573 6,108 1,347 1,635
<CAPTION>
As Of December 31,
----------------------------------------------------- As Of March 31,
1991 1992 1993 1994 1995 1996
--------- --------- --------- --------- --------- ----------------

BALANCE SHEET DATA (END OF PERIOD):
Working capital...................... 9,217 7,438 9,736 10,225 6,161 4,452
Total assets......................... 34,985 38,816 46,764 66,669 98,890 103,201
Notes payable........................ 2,904 4,159 216 4,000 10,163 12,000
Current maturities of long-term
debt(4)............................ -- -- -- 343 1,518 1,004
Payable to Tech-Sym.................. 3,814 7,878 12,348 14,940 23,554 29,455
Long-term debt(4).................... 1,768 1,699 1,482 2,728 5,386 5,260
Shareholder's investment............. 18,652 20,198 24,864 29,866 33,268 33,527
</TABLE>
- ------------

(1) The discontinued operations relate to the Syntron Pressure Controls business
(formerly known as Tri-Tech) acquired in 1992 and sold in 1995.

(2) Net of applicable income tax benefits. See Note 8 of Notes to Combined
Financial Statements.

(3) Pro forma earnings per share gives effect to the issuance of the Common
Stock pursuant to the Reorganization and resulting increased general and
administrative expenses, net of tax effects, to be incurred as a result
thereof.

(4) See Note 7 of Notes to Combined Financial Statements for information with
respect to the Company's indebtedness.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the Company's financial condition and results
of operations should be read in conjunction with the Combined Financial
Statements and the notes thereto included elsewhere in this Prospectus. See also
"The Reorganization."

OVERVIEW

The Company's products are used worldwide in the oil and gas exploration
and production industry to identify, define and visualize subsurface geologic
structures, primarily to predict the existence and location of oil and gas
reserves. Accordingly, demand for the Company's products is influenced
significantly by a number of factors, including oil and gas prices, developments
in technology that affect the cost, quality and reliability of seismic data and
government regulations and practices relating to the acquisition of data and the
acquisition, exploration and development of and production from oil and gas
properties. In recent years, lower and more volatile oil and gas prices have
caused oil and gas companies to seek ways to reduce costs, reduce risk and
improve the efficiencies of their exploration and production activities. At the
same time, improvements in seismic technology, geoscientific software and survey
techniques have significantly improved the quality and reduced the cost of 3-D
seismic surveys, which provide greater resolution and understanding of
subsurface geological conditions than 2-D seismic surveys. These factors have
substantially affected the seismic data acquisition and analysis industry,
leading to an increasing reliance by oil and gas companies on sophisticated
seismic data gathering, seismic processing and geologic interpretation
techniques to discover new fields and to exploit existing fields more
efficiently. As a result, demand for technologically advanced seismic data
acquisition systems and geoscientific software has increased. See "Business --
Industry Background."

The markets for seismic data acquisition systems and geoscientific software
are highly competitive, and the Company's ability to compete effectively and
maintain a leading market position in the manufacture and sale of seismic data
acquisition systems and geoscientific software depends to a substantial degree
upon continued technological innovation. The Company has devoted $9.8 million,
$10.4 million, and $12.8 million to research and development for 1993, 1994 and
1995, respectively (or 16.2%, 16.4% and 15.2% of revenue for these periods,
respectively). These efforts have resulted in the development of a number of
technologically advanced products, including the SYNTRAK 480-24 marine data
acquisition systems, the POLYSEIS System, and FOCUS 3D. The Company believes
that it will need to continue to devote significant expenditures to its research
and development activities in order to develop new and improved products. See
"Business -- Product Development" and "Business -- Competition."

The Company's results of operations have historically fluctuated from
quarter to quarter and year to year largely as a result of the timing of sales
of seismic data acquisition systems, which systems have a relatively high sales
price (typically ranging from $1.5 million to more than $5.0 million per system)
and relatively low unit sales volumes. The Company believes that factors
affecting such timing may include, among others, fluctuations in world oil and
gas prices, seasonality of end-user markets, availability of customer financing,
lease/purchase decisions by customers, manufacturing lead times, shortages and
vendor quality control problems relating to system components and environmental
issues. The timing of sales of seismic data acquisition systems may also be
affected by demand for such systems by customers in developing countries, which
demand may be affected by the instability of governments and economics in these
countries as well as by changes in internal laws and policies relating to trade
and investment. The Company's gross margins have historically fluctuated from
quarter to quarter and year to year due to the relative impact on prices for the
Company's products resulting from competitive pricing pressures, the change in
product mix between products that generate higher gross margins and those that
generate lower gross profit margins (such as computer hardware equipment) and
the incurrence of start-up costs and relatively higher manufacturing costs prior
to and during periods in which new products are introduced. The Company
anticipates that the foregoing

factors will continue in the future to result in fluctuations in the Company's
operating results. See "-- Quarterly Financial Information."

The Company typically operates, and expects to continue to operate, without
a significant backlog of orders for its products, and as a result the Company's
manufacturing plans and inventory levels are based principally on sales
forecasts. To meet its forecasted level of sales, the Company maintains an
inventory of components and other raw materials that can be used to assemble
finished products on a relatively rapid basis. To the extent that orders
received for the Company's products are lower than forecasted, the Company may
experience higher levels of inventory than would otherwise be desired. To the
extent that orders for products are greater than forecasted, the Company may not
have sufficient levels of components and other raw materials necessary to
manufacture the ordered products, thereby resulting in delays in shipments.

GENERAL

The following table sets forth for 1993, 1994 and 1995, the percentage
relationship to revenue of certain expenses and earnings together with the
percentage change in such items:
<TABLE>
<CAPTION>

As A Percent Of Revenue Percent Change
------------------------------- ------------------------
Year Ended December 31, Year Ended December 31,
------------------------------- ------------------------
1993 1994 1995 1993-1994 1994-1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenue
Equipment sales.................. 77.3% 77.4% 80.1% 5.7% 37.5%
Software sales................... 10.7% 11.5% 11.5% 12.4% 33.1%
Maintenance and other............ 12.0% 11.1% 8.4% (2.0%) 0.6%
--------- --------- ---------
Total revenue............... 100.0% 100.0% 100.0% 5.5% 32.9%
========= ========= =========
Cost of revenue
Cost of equipment sales.......... 36.8% 37.4% 47.4% 7.2% 68.2%
Cost of software sales........... 1.3% 1.8% 1.2% 48.6% (12.7%)
Cost of maintenance and other.... 6.6% 5.2% 3.6% (16.2%) (6.9%)
--------- --------- ---------
Total cost of revenue....... 44.7% 44.4% 52.2% 5.0% 56.0%
--------- --------- ---------
Gross profit......................... 55.3% 55.6% 47.8% 5.9% 14.3%
--------- --------- ---------
Expenses:
Selling, general and
administrative expense......... 23.9% 25.0% 25.0% 9.9% 33.0%
Research and development
expense........................ 16.2% 16.4% 15.2% 6.2% 23.8%
Interest expense................. 1.4% 1.6% 2.4% 14.7% 101.1%
Interest and other income, net... (0.2%) (0.7%) (1.7%) 221.2% 201.7%
--------- --------- ---------
Total expenses.............. 41.3% 42.3% 40.9% 7.4% 29.0%
--------- --------- ---------
Income from continuing operations
before income taxes............ 14.0% 13.3% 6.9% 1.4% (31.8%)
Provision for income taxes....... 4.3% 4.4% 2.2% 6.9% (34.6%)
--------- --------- ---------
Income from continuing
operations..................... 9.7% 8.9% 4.7% (1.1%) (30.4%)
--------- --------- ---------
</TABLE>
RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THREE MONTHS ENDED MARCH 31, 1995

REVENUE. The Company revenues for the quarter ended March 31, 1996,
increased by 60% to $24,750,000 from $15,506,000 for the quarter ended March 31,
1995. The increase in revenue was primarily the result of increased equipment
sales ($8,554,000 or 73%), increase in software sales ($365,000 or 17%) and an
increase in maintenance and other revenue ($325,000 or 19%). The increase in
revenue from the sale of equipment was primarily due to shipments of the new
24-bit module ($8,746,000). The increase in software sales and maintenance and
other revenue came principally from

the sales of SeisX products ($540,000) acquired with the acquisition of Photon
Systems Ltd. in September of 1995.

COST OF REVENUE. The Company's cost of revenue for the quarter ended March
31, 1996 increased $5,561,000 or 71% over the same quarter of the prior year.
The costs associated with equipment sales were primarily due to (i) costs
associated with increased sales, (ii) increased cost of components associated
with the new 24-bit module, and (iii) increased sales of computer equipment
purchased from third parties, which carry lower margins.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. The Company's selling, general
and administrative expenses for the quarter ended March 31, 1996 increased
$1,849,000 or 38% over the same quarter of the prior year, which corresponds
favorably to the 60% increase in sales and was primarily attributable to (i)
additional personnel associated with the businesses acquired in late 1995, (ii)
amortization of goodwill associated with these acquisitions and (iii) royalties
associated with increased equipment sales.

RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense for the
quarter ended March 31, 1996 increased $459,000 or 15% over the same quarter of
the prior year primarily due to the additional research and development expense
associated with two businesses acquired in 1995.

INTEREST EXPENSE. Interest expense for the quarter ended March 31, 1996
increased $360,000 or 149% as compared to the same quarter of 1995 because of a
similar increase in borrowings.

INTEREST AND OTHER INCOME, NET. Interest and other income, net for the
quarter ended March 31, 1996 decreased $45,000 primarily due to interest income
on cash and cash equivalents for the quarter ended March 31, 1995.

PROVISION FOR INCOME TAXES. Provision for income taxes for the quarter
ended March 31, 1996 increased to an effective rate of 32% over the 26% tax
benefit rate primarily due to pretax losses for the quarter ended March 31,
1995.

1995 COMPARED TO 1994

REVENUE. The Company's revenue for the year ended December 31, 1995,
increased by 33% to $84,225,000 from $63,386,000 in 1994. The increase in
revenue was primarily the result of increased equipment sales ($18,394,000 or
38%) and increased revenue from the sale of software ($2,400,000 or 33%). The
increase in revenue from the sale of equipment was primarily due to (i) a new
customer for marine streamer systems, (ii) increased sales of computers
associated with sales of geoscientific software, (iii) an existing customer
entering the ocean bottom cable market, (iv) increased sales and repairs of
marine seismic cables and accessories, and (v) increased sales of land seismic
cables due to the acquisition of the assets of Primatek Industries, Inc.,
effective October 5, 1995, which factors more than offset the lower sales prices
realized on certain sales of seismic data acquisition systems. The increase in
revenue from the sale of software products was primarily due to (i) the
acquisition of Photon Systems Ltd., effective September 11, 1995.

COST OF REVENUE. The Company's cost of revenue for 1995 increased
$15,793,000 or 56% over the prior year. The costs associated with equipment
sales were primarily due to (i) increased costs associated with increased sales
of existing products and costs associated with products produced by companies
acquired by the Company, (ii) supplier quality problems, (iii) a greater
percentage of computer equipment purchased from third parties for resale, which
historically carry lower margins, (iv) the start up costs of introducing new
products, and (v) increased costs of components associated with certain newly
introduced products. Supplier quality problems in 1995 resulted in the
replacement of a defective seismic cable provided by a third party supplier for
resale at an approximate cost of $1.4 million and the incurrence of other costs
in connection with the correction of quality problems of integrated circuits
provided by a third party supplier for the first production run of the Company's
new 24-bit seismic data acquisition module. Both of these problems have been
resolved. The cost of

revenue associated with software sales and maintenance and other was essentially
the same as the prior year.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. The Company's selling, general
and administrative expenses for 1995 increased $5,220,000 or 33% over the prior
year, which corresponds to the 33% increase in sales and was primarily
attributable to (i) additional personnel associated with businesses acquired in
1995, (ii) the costs of acquiring those businesses, and (iii) amortization of
additional goodwill associated with those acquisitions.

RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense for 1995
increased $2,463,000 or 24% over the prior year primarily due to the development
of new products and the additional research and development expenses associated
with two businesses acquired in 1995.

INTEREST EXPENSE. Interest expense for 1995 increased $1,008,000 or 101%
over the prior year on a 94% increase in average borrowings for the period. The
increase in borrowings was the result of acquisitions and increased inventory
due to the introduction of new products. The average interest rate for 1995
increased approximately 24% over 1994 for the notes payable to banks and the
interest bearing debt payable to Tech-Sym.

INTEREST AND OTHER INCOME, NET. Interest and other income, net for 1995
increased $946,000 or 202% over the prior year primarily due to additional
interest income for the year from customer financing.

PROVISION FOR INCOME TAXES. Provision for income taxes for 1995 decreased
primarily due to additional benefits derived from foreign sales which reduced
the Company's effective tax rate on income from continuing operations from 33%
in 1994 to 31% in 1995. See Note 8 to Notes to Combined Financial Statements.

1994 COMPARED TO 1993

REVENUE. The Company's revenue for the year ended December 31, 1994,
increased by 6% to $63,386,000 from $60,091,000 in 1993. The increase in revenue
was the result of increased equipment sales ($2,640,000 or 6%) and an increase
in software sales ($798,000 or 12%). The increase in revenue was somewhat offset
by a slight decrease in maintenance and other ($143,000). The increase in
equipment sales was primarily the result of (i) increased demand by an existing
customer expanding its operations and capabilities and (ii) new foreign national
oil company customers. The increased revenue of software products was the result
of the introduction of several new products. In general, maintenance and other
revenue decreased due to less maintenance required on new hardware sales.

COST OF REVENUE. The Company's cost of revenue for 1994 increased
$1,342,000 or 5% over the prior year primarily due to increased sales of lower
margin products.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. The Company's selling, general
and administrative expense increased $1,428,000 or 10% over the prior year
primarily due to the 6% increase in sales.

RESEARCH AND DEVELOPMENT EXPENSE. The Company's research and development
expense increased $603,000 or 6% due to additional personnel associated with
engineering and manufacturing operations acquired in 1994.

INTEREST EXPENSE. Interest expense increased $128,000 or 15% due to the
increased borrowing due to an acquisition and working capital requirements.

INTEREST AND OTHER INCOME, NET. Interest and other income, net increased
$323,000 or 221% primarily due to additional interest income on financing to
customers.

PROVISION FOR INCOME TAXES. Provision for income taxes for 1994 increased
$180,000 or 7% primarily due to decreased benefits from foreign sales and from
research and development credits which increased the Company's effective tax
rate on income from continuing operations from 31% in 1993 to 33% in 1994. See
Note 8 to Notes to Combined Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations from internally generated cash,
intercompany loans from Tech-Sym and borrowings under the Company's revolving
credit facilities. Cash used for operating activities for the year ended
December 31, 1995 was expended primarily for increased inventories necessary to
support the higher revenues.

The Company has historically utilized intercompany loans from Tech-Sym to
finance capital expenditures and to provide funds for acquisitions. The Company
had outstanding intercompany loans of $12.3 million, $13.4 million and $22.4
million as of December 31, 1993, 1994 and 1995, respectively. These loans bear
interest at fluctuating rates that approximate Tech-Syms cost of borrowed funds.
The intercompany indebtedness owed to Tech-Sym currently bears interest at the
rate of 8% per annum and is due upon demand. In addition to such intercompany
indebtedness, the Company had an account payable of approximately $1.1 million
as of December 31, 1995 owed to Tech-Sym for federal income taxes, for corporate
services provided to the Company by Tech-Sym and for other items paid for by
Tech-Sym on behalf of the Company. This account payable does not bear interest
and is due upon demand. The Company intends to use proceeds from the Offering to
reduce the amounts payable owed to Tech-Sym. See "Use of Proceeds."

The Company has historically obtained its working capital financing under
the Credit Facilities. The Credit Facilities consist of (i) an $8.0 million
revolving credit facility obtained by Syntron from First Interstate (the
"Syntron Facility") that matures on April 30, 1997 and bears interest at a
fluctuating rate equal to the prime rate of First Interstate and (ii) a $6.0
million revolving credit facility obtained by CogniSeis from NationsBank (the
"CogniSeis Facility") that matures on June 15, 1996 and bears interest at the
prime rate of NationsBank. The Company intends to extend the CogniSeis Facility
on the same terms and conditions for an additional one year term following the
currently scheduled maturity date thereof. As of December 31, 1995,
approximately $10.2 million was outstanding under the Credit Facilities. The
interest rate payable under each of the Credit Facilities was 8.25% at March 1,
1996. The Syntron Facility contains certain restrictive covenants, including (i)
a limitation on asset sales, (ii) a limitation on investments and (iii) certain
financial covenants and ratios. The CogniSeis Facility contains certain
restrictive covenants, including (i) a limitation on indebtedness, (ii) a
limitation on investments and (iii) certain financial covenants and ratios. The
repayment of borrowings under the Credit Facilities is currently guaranteed by
Tech-Sym. The Company intends to use proceeds from the Offering to repay all of
the principal and accrued interest outstanding under the Credit Facilities.

Syntron has an agreement with First Interstate to sell up to a total of
$20.0 million of customer notes to First Interstate at 100% of the principal
amount thereof, subject to the satisfaction of certain conditions, including
First Interstate's approval of the creditworthiness of the customer issuing a
note. Syntron is obligated to repurchase these notes from First Interstate in
the event of customer default or certain other circumstances. As of December 31,
1995, First Interstate had purchased notes which, in the aggregate, would
obligate Syntron to repurchase $8.0 million in principal amount of notes in the
event of customer defaults. Tech-Sym currently guarantees the payment
obligations of Syntron under this agreement. This facility (the "Note Repurchase
Facility") expires on April 30, 1997.

In connection with the renewal of the terms of each of the Syntron Facility
and the Note Repurchase Facility effective as of April 30, 1996, Tech-Sym
renewed its guarantee of the Company's payment obligations thereunder. The
Company intends to renew the CogniSeis Facility in June 1996 in order to extend
the term thereof to June 15, 1997 and, in connection therewith, Tech-Sym has
advised the Company that Tech-Sym intends to renew its guarantee of the payment
obligations of the Company under the CogniSeis Facility as so extended.

The Company's subsidiary Syntron Asia Pte Ltd also has a credit facility
from Standard Chartered Bank, consisting of a $2.8 million term loan and a
$350,000 revolving credit facility. The proceeds of the term loan were used to
purchase a manufacturing facility in Singapore. The term loan and the revolving
credit facility mature on December 31, 2001 and are prepayable at any time
without

premium or any material penalty. The term loan bears interest at the cost of
funds to the bank and the revolving credit facility bears interest at the bank's
prime rate. As of December 31, 1995, approximately $2.8 million was outstanding
under the term loan facility and no borrowings were outstanding under the
revolving credit facility. Syntron has issued a letter of credit under the
Syntron Facility to ensure the repayment of borrowings by Syntron Asia Pte Ltd.
which letter of credit is guaranteed by Tech-Sym.

Capital expenditures for property, plant and equipment totaled $9.8 million
for 1995 and are expected to aggregate $6.1 million for 1996. In addition, the
Company spent approximately $4.6 million in connection with acquisitions during
1995. See Note 2 of Notes to Combined Financial Statements.

The Company believes that the combination of its existing working capital,
unused credit available under Credit Facilities, internally generated cash flow,
proceeds from the Offering and access to other financing sources will be
adequate to meet its anticipated liquidity requirements for the foreseeable
future.

QUARTERLY FINANCIAL INFORMATION

The following table sets forth certain selected quarterly financial
information for the year ended December 31, 1995. This information is derived
from unaudited financial statements that include, in the opinion of management,
all normal and recurring adjustments that management considers necessary for a
fair statement of the results for such periods. The operating results for any
quarter are not necessarily indicative of results for any future period.

Year Ended December 31, 1995
-------------------------------------------
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter
------- ------- ------- -------
(in thousands)
Total revenue.................... $15,506 $19,750 $23,202 $25,767
Net income (loss)................ (519) 946 1,730 1,243

BUSINESS

GENERAL

The Company designs, develops, manufactures and markets seismic data
acquisition systems, geoscientific software and related products. The Company's
products are used by the oil and gas exploration and production industry to
identify, define and visualize subsurface geologic structures, primarily to
predict the existence and location of oil and gas reserves. The Company is a
leading designer and manufacturer of seismic data acquisition systems used in
marine (deep water) and transition zone (shallow water and marsh) environments.
The Company has recently introduced a seismic data acquisition system that may
be used on land, in transition zone environments, or both, by utilizing either
radio or wireline telemetry or a combination thereof. The Company's seismic data
acquisition systems are particularly well-suited for 3-D data collection
techniques, including use in connection with 4-D reservoir monitoring
activities. The Company's line of software is sold, typically in conjunction
with specially integrated computing equipment, primarily for use by
geophysicists and geologists in processing seismic data and interpreting and
visualizing seismic and other geological data (such as well logs). The Company's
software line features a variety of 3-D applications, including interactive 3-D
seismic processing and geological interpretation, 3-D structural modeling and
high-speed 3-D visual rendering of seismic data with embedded geometrics. The
Company believes that its seismic data acquisitions systems and geoscientific
software are among the most technologically advanced products of this type in
the world.

The Company's principal customers for its seismic data acquisition systems
and geoscientific software are major, independent and foreign national oil and
gas companies, seismic contractors, geophysical contractors and government
agencies worldwide. In addition to marketing these systems, the Company also
provides repair and maintenance support services relating to seismic data
acquisition systems, whether manufactured by the Company or another vendor, at
its service facilities in the United Kingdom, Singapore and the United States.
The Company also provides technical assistance and support for its geoscientific
software from its facilities in the United Kingdom, Singapore, The People's
Republic of China, Canada and the United States. The Company believes that its
customer support is of equal importance to the technological capabilities of its
products.

INDUSTRY BACKGROUND

Oil and gas exploration and development typically begins with the
collection and analysis of various types of data, including seismic and well log
data, which provide information as to the potential existence and location of
oil and gas reserves. Seismic data is acquired over a wide area by directing
sound waves into the earth, typically by use of air guns, dynamite or earth
vibrators, and by measuring the response as these sound waves reflect from
subsurface geologic features. The seismic data is recorded and subsequently
processed to a standard format by mainframe or workstation computers utilizing
specialized computer programs. By using computer programs with complex
calculations to manipulate the processed seismic data, geoscientists can model
and visualize the subsurface through the creation and analysis of spatial
representations. The analysis of seismic and other geological data forms the
basis for decisions to drill exploratory and development wells. Because of the
significant expense associated with drilling oil and gas wells, decisions on
whether or where to drill are critical to the overall process.

The process of exploring for and developing oil and gas reserves involves
considerable technical and financial risks and consumes a significant portion of
the budgets of oil and gas companies. In recent years, lower and more volatile
oil and gas prices have caused oil and gas companies to seek ways to reduce
costs, reduce risk and improve the efficiencies of their exploration and
production activities. This has substantially affected the seismic data
acquisition and analysis industry, leading to an increasing reliance by oil and
gas companies on sophisticated seismic data gathering, seismic processing and
geologic interpretation techniques to discover new fields and to exploit
existing fields more efficiently. In the past, two-dimensional ("2-D") seismic
surveys were the standard technique used to collect seismic data over a broad
area. As a result of the recent advances in 3-D seismic data acquisition
capabilities, as well as advances in processing, interpreting and visualizing
such data, the quantity and quality of geological data available to
geoscientists have been substantially enhanced,

thereby increasing their ability to more accurately identify and evaluate
underground or subsea geologic structures. In addition, the increased
capabilities and lower costs of microprocessors and related components have
caused 3-D seismic surveys and 3-D seismic processing and interpretation to
become more cost effective. Due to these factors, demand for 3-D seismic data
acquisition, processing and interpretation has increased.

The major oil and gas companies have also reduced costs by reducing or
eliminating their in-house seismic survey operations and outsourcing their
seismic survey requirements to geophysical contractors. Geophysical contractors
have also sought to reduce costs by eliminating their equipment manufacturing
and software developing operations and outsourcing their requirements to
suppliers, such as the Company, which specialize in these operations. This
outsourcing trend has also opened markets for seismic equipment manufacturers
and software developers that were previously served directly by the oil and gas
companies or by geophysical contractors.

Another trend affecting the marine seismic industry has been the increasing
number of seismic streamers being towed and operated by a single seismic vessel.
Until recently, a seismic vessel would typically use only one seismic streamer
to record data at any one time. The Company believes that a majority of the
seismic survey vessels currently utilize four to six towed arrays at a time,
although a few vessels are designed to use eight to twelve towed arrays.
Although there are currently fewer operating seismic vessels than were operating
five years ago, the use of multiple seismic streamers has increased the amount
of equipment currently being utilized as well as the efficiency of those
geophysical contractors that employ multiple streamers.

GROWTH STRATEGY

The Company's strategy is focused on: (i) the development of
technologically advanced products, (ii) the integration of seismic data
acquisition, seismic data processing and geological interpretation in order to
facilitate convenience of use and to decrease the time involved in acquiring,
processing and interpreting data and (iii) the acquisition of product lines or
businesses to complement internal product development. These key elements of the
Company's growth strategy can be summarized as follows:

o DEVELOPMENT OF TECHNOLOGICALLY ADVANCED PRODUCTS. The Company is committed to
developing technologically advanced products through extensive research and
development activities. The Company devoted $9.8 million, $10.4 million and
$12.8 million to research and development for 1993, 1994 and 1995,
respectively (or 16.2%, 16.4% and 15.2% of revenue for these periods,
respectively). These efforts have established the Company as one of the most
technologically advanced designers and manufacturers of seismic data
acquisitions systems and developers of geoscientific software. In particular,
the Company believes that its SYNTRAK 480 24-bit marine data acquisition
system is currently the industry leader in terms of ability to simultaneously
record more than 5,000 channels of data utilizing up to 12 towed streamer
arrays. The Company also believes that the POLYSEIS System, a 24-bit modular
seismic data acquisition system that may be used with a combination of radio
and wireline telemetry configurations, is uniquely capable of simultaneously
recording seismic data collected from transition zone and land environments.
In addition, the Company's line of 3-D seismic data processing and
interpretation software features a variety of unique attributes, such as the
capability of FOCUS 3D to perform 3-D pre-stack depth migration analysis of
seismic data, to process seismic data collected from underneath salt
formations and the capability of VoxelGeo to display 3-D visualization of
geological formations and structures utilizing advanced voxel technology. The
Company intends to continue to focus on the development of products for use
in reservoir monitoring activities. In addition, the Company intends to
commence development of a seismic data acquisition system, utilizing the
existing radio telemetry technology of the POLYSEIS System, that would be
capable of simultaneously recording a significantly greater number of
channels than existing systems for use in connection with large scale 3-D
seismic surveys conducted on land.

o INTEGRATION OF DATA ACQUISITION, PROCESSING AND INTERPRETATION. The Company
has developed products that allow the Company's customers to integrate the
acquisition of seismic data with seismic processing and geologic
interpretation to decrease the overall cycle time involved with these
processes and to ensure the quality of data through compatibility of systems.
The Company

has also developed the ability to process seismic data in the field
simultaneously with the acquisition of seismic data which allows the
Company's customers to utilize the data more efficiently. In addition, the
Company is proceeding with the integration of its various seismic processing,
geological and visualization interpretation software programs to facilitate
the manipulation of data and to decrease the cycle time necessary to process,
interpret and visualize data. The Company believes that the integration of
these processes will increase the demand for its products in connection with
exploration, development drilling and reservoir monitoring activities.

o STRATEGIC ACQUISITIONS. The Company has recently completed several
acquisitions that complement and expand its product line. In June 1995, the
Company completed the acquisition of CogniSeis, a company that designs,
develops and markets geoscientific software and related products. In August
1995, the Company acquired the rights to develop and sell VOXELGEO, a
computer software program used by geologists and geophysicists to visualize
and interpret seismic data on a 3-D basis. In September 1995, the Company
acquired Photon Systems Ltd., a company that develops, markets and licenses
seismic and geologic interpretation software. In October 1995, the Company
expanded its product line to include fiber optic and copper wire seismic
cables and associated connectors by acquiring the business and assets of
Primatek Industries, Inc. The Company continues to evaluate potential
acquisitions of businesses and product lines that the Company believes would
complement its existing business.

SEISMIC DATA ACQUISITION SYSTEMS

The Company's seismic data acquisition systems include systems designed for
use in marine, transition zone and land environments. These systems collect
acoustic energy produced by air guns, dynamite or other sound sources that is
reflected from underground or subsea geological formations. The acoustic energy
is collected by remote sensors in the water, on the ocean floor or on land and
converted to digital signals that are transmitted to a central recording unit or
a portable recording unit. The central recording unit or portable recording unit
simultaneously records the digital signals transmitted from multiple remote
sensors.

The following is a description of the seismic data acquisition systems used
in (i) marine, (ii) marine and transition zone and (iii) transition zone and
land environments.

MARINE

SYNTRAK 480 MULTIPLE STREAMER TELEMETRY SYSTEM. The Company's principal
marine seismic data acquisition system is the SYNTRAK 480 Multiple Streamer
Telemetry System. This system consists of a shipboard central recording unit and
cable streamer arrays that are towed behind a seismic survey vessel. The system
is capable of utilizing one to 12 cable streamer arrays, each up to 12,000
meters in length. Each cable streamer array includes electronic data acquisition
modules, remote sensing devices and cable leveler modules. The data acquisition
modules attached to the streamers collect the analog acoustic energy signals
produced by air guns, convert the analog signals to digital signals and transmit
the digitized data to the shipboard central recording unit.

In the fourth quarter of 1995, the Company introduced a new 24-bit data
acquisition module as the successor to its 16-bit data acquisition module
originally introduced in 1985. The new SYNTRAK 480-24 module has fewer
components, improved reliability, smaller size and improved system performance,
including lower distortion and a higher instantaneous dynamic range than the
previous module. The SYNTRAK 480-24 Multiple Streamer Telemetry System includes
the latest advances in both hardware and software. In addition to the 24-bit
data acquisition module, the principal components of this system include the
digital streamer, a system controller, QC Graphics work station, multiple
streamer processor and multiple streamer recording system. The system can be
configured to simultaneously record more than 5,000 channels, by utilizing up to
12 streamers, which the Company believes has positioned it as the current leader
in marine data acquisition technology. The multiple streamer recording system
incorporates real-time and off-line quality control features that verify the
proper operation of the system and data quality standards. The 24-bit data
acquisition module offers extended resolution, which makes it possible to record
extremely small amplitude signals even in the presence of high noise levels. The
24-bit module is designed to be incorporated with the Company's

marine seismic data acquisition systems as a replacement for the 16-bit module,
and the Company believes that there is a significant replacement market for the
24-bit module from the Company's existing customer base. The Company intends to
continue to sell and support the 16-bit module until the market for such modules
diminishes.

MULTITRAK SYSTEM. The Company's MultiTRAK System is used to control the
depth and provide data to calculate the position of streamers, which is
important to meet the energy source and receiver positioning needs of todays 3-D
seismic surveys. The MultiTRAK System consists of a shipboard computer, in-water
remote sensing units and cable leveler modules. The remote sensing units are
strategically located on the streamers, source arrays, ships hull and tail buoys
to measure magnetic heading, cable depth, wing angle and temperature and
acoustic ranges from other remote sensing units. This information is transmitted
to the shipboard computer in order to calculate subsurface sources and sensor
locations. Any adjustments to cable position are made by sending commands from
the shipboard computer to the cable leveler modules attached to the streamers.
The cable leveler modules contain motor-driven wings that may be adjusted to
control the depth of the streamer.

GCS90 GUN CONTROLLER SYSTEM. The GCS90 is a seismic source controller that
provides advantages to the operator using new technology to digitize source
signatures. This provides real-time monitoring of the seismic source and firing
times. The system is expandable from 8 to 128 guns.

STREAMER CABLES. The Company designs and manufactures a variety of streamer
cables that consist of various weights, strengths, diameters and lengths in
order to satisfy customer specifications. The streamer cables are designed to be
neutrally buoyant in order to facilitate the control of the depth at which the
streamer cable is towed behind a seismic survey vessel. The Company has
developed a reduced diameter array ("RDA") streamer cable that reduces towing
friction and increases the length of cable that may be placed on spools on the
towing vessel prior to deployment, and that weighs significantly less than
larger diameter streamers currently on the market. The reduced friction and less
weight of the RDA streamer cables are desired by companies that perform marine
seismic surveys because these factors reduce the fuel consumption of the towing
vessels and permit existing vessels to be reconfigured to tow a greater number
of arrays. For example, the weight savings for a six streamer vessel may be as
much as 45 tons compared to an existing system (an approximate 40% weight
savings). The decrease in size and increase in streamer cable strength will
allow vessels to operate kilometer streamers up to 12 kilometers in length,
which length is necessary for assessing deep salt structures in the Gulf of
Mexico.

STREAMER CABLE REPAIR AND MAINTENANCE. The Company also provides repair and
maintenance support services relating to streamer cables, whether manufactured
by the Company or another vendor, at its service facilities in the United
Kingdom, Singapore and the United States. The Company believes that its
worldwide facilities places it at an advantage over more localized competitors
in selling the Company's streamer cables and providing routine service
requirements.

MARINE AND TRANSITION ZONES

SYNTRAK 480 OCEAN BOTTOM CABLE SYSTEM. The Company's SYNTRAK 480-24 OCEAN
BOTTOM CABLE System is a digital telemetry seismic data acquisition system
specifically designed for use in shallow water environments as well as for use
in ocean bottom operations in congested and obstructed areas where conventional
towed streamer arrays cannot be utilized efficiently. The system utilizes air
guns mounted on a shooting vessel to transmit acoustic energy to the ocean floor
and the seismic data reflected from subsea geologic structures is collected by
sensors (either hydrophones, geophones or both, attached to either twisted-pair
telemetry cables or fiber optic cables). The analog acoustic signals received by
the hydrophones are converted to digital data by data acquisition modules
(either the older 16-bit modules or the newer 24-bit modules) and this data is
transmitted to a shipboard central recording unit. The shipboard central
recording unit is capable of acquiring up to 8,000 channels of data in real
time. This capability allows its users the maximum flexibility to conduct 2-D or
3-D seismic surveys, including large-scale swath techniques normally associated
with land operations. The system can currently operate in up to 200 meters of
water depth.

The ocean bottom cables may be deployed in a variety of patterns to achieve
either a 2-D or 3-D seismic survey. An ocean bottom cable can be deployed
quickly, and a line change with the source vessel can be completed in a few
minutes. Ocean bottom cables may be retrieved for use in future seismic surveys.
In addition, seismic contractors are currently developing techniques to
permanently deploy ocean bottom cables in connection with 4-D seismic surveys
useful in hydrocarbon reservoir monitoring.

Knowledge of the exact location of the hydrophones is critical to the
accuracy of 3-D seismic surveys. To provide this accuracy, the Company's
Hydrophone Location System uses a single-point high-frequency acoustic source
transmitter on the shooting vessel and special acoustic receivers at the center
of each hydrophone group. The Company is currently extending the depth of
operation to 1,000 meters to address the future requirements in reservoir
monitoring and 4-D seismic operations. The system's architecture has the
flexibility to record multiple component data, which the Company believes will
be an important attribute in connection with 4-D reservoir monitoring. The
Company is also developing a small diameter ocean bottom cable, which will
address problems of storage, weight and handling from which the larger cables
suffer.

TRANSITION ZONES AND LAND

POLYSEIS SYSTEM. The POLYSEIS System was developed by the Company in
conjunction with the Institute Francais du Petrole ("IFP"), a French government
research agency, and was introduced in late 1995. See "-- Intellectual
Property." The POLYSEIS System is a modular 24-bit radio and/or wireline
telemetry seismic data acquisition system that can be configured by the user for
either transition zone or land environments, or a combination of both
environments. The POLYSEIS System is specifically adaptive to the unique
requirements associated with exploration in transition zones or in regions that
are inaccessible or difficult to reach such as lakes, swamps, jungles, or
mountainous areas. The use of the radio telemetry configuration of the POLYSEIS
System may also be preferred in environmentally sensitive areas in which clear
cutting of vegetation for the positioning of wireline cables is prohibited or
undesirable.

POLYSEIS acquires seismic data using a Remote Telemetry Unit ("RTU"). The
POLYSEIS System may be configured to use a combination of three-channel marine
buoy RTUs and six-channel land box RTUs which allow synchronized signals to be
transmitted to a portable recording unit or control recording system. The
ability to utilize a combination of transition zone and land RTUs permits a
large seismic survey to be conducted over diverse terrain.

Each RTU acquires channels of seismic data and remotely transmits the data
to a Data Concentrator Unit ("DCU") via radio or wireline telemetry. Depending
upon the acquisition requirements, data may be recorded at the DCU using a
portable recording unit attached to the DCU or at a remote central recording
unit by way of fiber optic cable or an optional microwave link.

The POLYSEIS System can be configured to provide seismic channel options,
ranging to 1,080 radio telemetry channels in real time (typically two seconds
over the record length) in air gun mode or 8,000 wireline channels. To achieve
this real time capability in the radio transmission mode, a unique digital
modulation technique is used to transmit very dense digital data in a reduced
radio wave spectrum. As a result, transmission ranges of three to four
kilometers are attained at power levels as low as 100 milliwatts, which levels
preclude the need for radio licensing in many countries and in other countries
permit simple radio licensing. The system's power management system
automatically reduces the transmitted power output when possible to reduce power
consumption. An additional error correction system incorporated into the digital
modulation technique increases data integrity. Data processing capability in the
RTU allows for phase matching, synchronization, noise editing, stacking and
correlation to be performed in the field units while data is being acquired.

There are four operational modes of the POLYSEIS System. They include the
Central Recording Mode, Local Recording Mode, Portable Mode and Synchronized
Mode. The Central Recording Mode offers the user maximum system capacity, area
of coverage and range between units by placing the DCUs remotely and
transmitting the data back to the central recording unit. The Local Recording
Mode is most effective for shallow water vessel installations, since the
operator places the central

recording unit and DCU in the same location. The Portable Mode configures the
system recording and controlling by connecting a portable recording unit to a
DCU. This offers a low cost solution for an operation of up to 480 channels. The
Synchronized Mode allows the system to be synchronized by line or by radio to an
external recording system. This provides radio flexible to wire-line systems by
extending capabilities of any system for difficult terrain or for marine
operations.

LAND CABLES. The Company's Primatek Division manufactures a variety of
fiber optic and copper wire cables for use with land seismic data acquisition
systems. The cables are designed to be compatible with the Company's POLYSEIS
System and land seismic data acquisition systems manufactured by other
companies. The Company manufactures land cables to satisfy its customers'
specifications, including specifications relating to length, covering material
and impedance.

GEOSCIENTIFIC SOFTWARE

SOFTWARE PRODUCTS

The Company's software applications products are designed to (i) process
seismic data collected in the field in order to make the seismic data
interpretable and (ii) interpret processed seismic data and other geological
data, such as well logs obtained during the drilling of exploratory or
development wells, in order to identify, define and visualize subsurface
geologic formations. All of the Company's software applications feature
graphical user interfaces for ease of communication with the user and many of
the applications are written in object oriented environments to enable the
software code to be reused in a structured manner and to facilitate maintenance
and enhancement by the Company. Principal products include the following:

FOCUS is a seismic data processing application that utilizes a variety of
algorithmic processes to convert large amounts of raw seismic data collected in
the field into interpretable data sets in a form that is suitable for further
analysis and interpretation. These processes include signal enhancement,
correction of time and space relationships between subsurface objects, and
removal of the effects of the placement of sensors at varying distances from the
acoustic energy source. As a result of these processes, data is reduced in
volume and may be displayed both on computer screens and hard copy devices in a
format designed to facilitate interpretation. FOCUS is capable of processing
land and marine data on either a 2-D or 3-D basis and permits either batch or
interactive processing. FOCUS 3D is uniquely capable of performing 3-D pre-stack
depth migration analysis utilizing parallel processing techniques on
workstations that have multiple control processing units, which capability
results in a less expensive method of performing this analysis as compared with
a supercomputer. The use of 3-D pre-stack depth migration analysis enables
geoscientists to accurately process seismic data collected from underneath salt
formations. FOCUS is designed to operate on computer systems manufactured by
multiple vendors, including workstations manufactured by Sun Microsystems and
Silicon Graphics and supercomputers manufactured by Cray Research and Convex.

SEISX is an application developed by Photon Systems, Ltd., a company
acquired by the Company in 1995, that performs interpretations of 2-D and 3-D
seismic information. SEISX is capable of combining 2-D data and 3-D seismic data
sets collected from multiple surveys to provide a denser subsurface coverage
that can be interpreted as a single 3-D data set. SEISX performs phase and
amplitude equalization in order to permit the compatibility of data collected by
a variety of instruments and data acquisition companies. SEISX also provides a
mapping and display tool with a complete set of horizon and fault interpretation
utilities that is capable of producing final display quality hardcopy output.
SEISX operates on a variety of workstations and has been designed to facilitate
ease of loading seismic data into the user's computer system, a task that has
traditionally been extremely time-consuming.

VOXELGEO is an advanced visualization and volume interpretation system that
utilizes voxels with embedded geometrics to maintain an accurate visualization
of the spatial relationships among data points as the data is being manipulated
by the user. While older visualization systems utilize pixel, or dots, to
portray a two-dimensional image on a computer screen, VOXELGEO utilizes voxels,
or three-dimensional cubes, to portray three-dimensional images on a computer
screen. The use of voxels allows the user to attach opaque or transparent
properties to various data sets in order to display

specified data attributes, such as a specified range of amplitudes, resulting in
a visual 3-D display of geological structures in isolation from surrounding
surfaces, faults or other geological features. The display of the geological
structure can be rotated in order to view the structure from a variety of
angles. VOXELGEO is designed for use with Silicon Graphics workstations in order
to optimize the speed and performance of this application through the
utilization of the graphical capabilities resulting from the firmware used in
these workstations. As a result of the speed and performance of VOXELGEO, it is
practical for a user to visualize and interpret large volumes of seismic data on
an interactive basis. The Company acquired the exclusive right to use and
license VOXELGEO for underground applications from a company that originally
developed the software for use in medical imaging applications such as the
visualization of internal organs.

The WELLSYSTEMS package is a combination of interactive applications for
editing and interpreting well log data that may be used for model building,
cross section construction and petrophysical analysis. WELLSYSTEMS provides the
facility for loading into a computer system well data recorded on digital tape
in most standard tape formats as well as digitized paper records. The three
WELLSYSTEMS applications, WellTie, Xwell, and WellComp, are based on a well data
model compliant with the open standards specified by the Petrotechnical Open
Software Corporation. WellTie is used for editing well log data and generating
synthetic seismograms. Xwell is an application for cross-section construction
and cross-well modeling from well data. WellComp is an interactive application
for analyzing and comparing well log attributes and provides computations for
petrophysics, velocity modeling, and source rock calculations.

GEOSEC is a 2-D and 3-D model building, restoration and balancing
application designed for exploration/production geologists and geophysicists.
GEOSEC utilizes complex algorithms to enable the user to develop structural
models of the subsurface. GEOSEC also enables the user to validate a developed
model through the use of restoration and balancing, two processes that eliminate
structurally impossible models. Restoration involves the modeling of the
geological changes that have occurred in a subsurface area during the earth's
evolution, and balancing involves an accounting for the conservation of mass and
bed length during the structural reformation. GEOSEC is especially applicable to
contractional, extensional, wrench, and salt terrains, where it helps identify
complex relationships among folding, faulting, and sedimentation.

GEOSTRAT is designed to provide the user with stratigraphic information
such as predictions of the physical characteristics of subsurface rocks, their
depositional environment and interstitial fluid. GEOSTRAT permits an integrated
interpretation of seismic data, well logs, biostratigraphic data, and core
information utilizing data obtained from applications designed by the Company
and applications designed by other parties. GEOSTRAT, when used as a stand alone
product, allows the user to create stratigraphic interpretations directly from
well log and seismic data. When used in conjunction with existing interpretation
software, GEOSTRAT permits the user to extend standard fault/horizon
interpretations in terms of stratigraphic concepts.

SOFTWARE UPGRADES AND MAINTENANCE

A significant percentage of the Company's software customers pay support
fees to the Company that entitles them to receive software upgrades and
maintenance support. The support services include telephone support, on-site
support, systems support, and software and hardware training. The Company has
installed an 800 number for direct access to the customer support department.
The Company has also installed a computer database that enables the Company to
continuously monitor the status of responses to various customer user or
customer support requests. The Company believes that its software upgrades and
maintenance support promote continued customer loyalty.

COMPUTER HARDWARE

At the request of some of the Company's customers, the Company sometimes
sells supercomputers, workstations or peripherals to its customers in
conjunction with the sale of geoscientific software products. In connection with
this activity, the Company has entered into Value Added Reseller Agreements with
Silicon Graphics, Sun Microsystems, International Business Machines,
Hewlett-Packard, Cray Research and Convex that provide the Company with a
reseller's discount for

selling supercomputers, work stations and peripherals manufactured by these
companies. In connection with such sales, the Company installs the software onto
the supercomputers or work stations and assists with the set-up of the entire
system. Following installation of a system, the Company will continue to provide
technical support for the entire system. Although the Company does not realize a
significant margin on the resale of the supercomputers, work stations and
peripherals, the Company believes that the packaging of this equipment with the
Company's software enables the Company to provide a higher level of customer
service. Computer hardware sold by the Company has relatively high sales prices
and low unit sales volumes, and therefore sales revenue from computer hardware
have generally fluctuated significantly period to period.

PRODUCT DEVELOPMENT

The Company's ability to compete effectively and maintain a leading market
position in the manufacture and sale of seismic data acquisition systems and
geoscientific software depends to a substantial degree upon continued
technological innovation. While the market for these products is characterized
by continual and rapid changes in technology, development cycles from initial
conception through product introduction tend to extend over several years. Over
the past three years, the Company has spent an average of 15.9% of its revenue
toward the research and development of new products and the enhancement of
current products. The Company currently has 117 employees who devote
substantially all of their time to research and development activities. See
"Selected Combined Financial Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations." These efforts have resulted in
the development of numerous inventions, processes and techniques. In addition,
the Company has been involved in efforts with other companies to jointly develop
technology. For example, the POLYSEIS System was developed by a consortium
consisting of the Company, IFP and two other companies. Pursuant to this
arrangement, each of the members of the consortium incurred a portion of the
research and development expenditures necessary to develop the POLYSEIS System
and a significant portion of the Company's expenditures were reimbursed by the
European Economic Community (the "EEC"). To the extent the research and
development results in a commercially feasible product, the consortium will be
required to repay a negotiated portion of these reimbursed amounts. See "--
Intellectual Property." The Company actively solicits the views of its customers
relating to their future needs with respect to seismic data acquisition systems
and geoscientific software in order to determine the direction and priority of
its research and development activities.

The Company is currently developing an integrated line of seismic
processing, geological interpretation and visualization applications, called
"TERRACUBE," that would enable geoscientists to develop a consistent 3-D earth
model using all the data, interpretation and derived attributes pertaining to a
project area. TERRACUBE would consist of a number of the Company's individual
applications, including FOCUS 3D, SEISX, VOXELGEO, WELLSYSTEMS, GEOSEC and
GEOSTRAT, that would be linked by a framework to enable the individual
applications to transparently communicate with each other as if part of one
large application, without sacrificing the ability of each application to stand
on its own. Through the communication links between the applications making up
the framework, all applications would be immediately aware of data modifications
made in other applications, and these changes would be visible in other open
applications. The Company believes that the ability to integrate a number of
seismic processing, geological interpretation and visualization applications
would (i) reduce the amount of time and effort involved with processing and
correlating data derived from these applications, thereby reducing the overall
cycle time and expense involved in processing seismic data and interpreting
geological data and (ii) increase the quality of the interpretation and
visualization of geological data, thereby promoting improved analysis of
geological structures.

The Company has recently developed an RDA streamer cable for use with
marine seismic data acquisition systems, and the Company is currently developing
an RDA ocean bottom cable for use in shallow water and in deeper ocean waters.
See "-- Seismic Data Acquisition Systems -- Marine -- Streamer Cables" and "--
Marine and Transition Zones -- Ocean Bottom Cable." The Company is also
developing products that will enable the Company's existing 3-D seismic data
acquisition systems to be used in connection with 4-D seismic surveys. The 4-D
process, or time-lapse 3-D, measures the same length, depth and width of data
acquired in 3-D surveys, but also features the capability to record

time intervals between two or more surveys. The process is well-suited for
reservoir monitoring applications, and is intended to identify fluid movements
and changes in the producing status of the reservoir. In addition, the Company
has begun development of a seismic data acquisition system, utilizing the
existing radio telemetry technology of the POLYSEIS System, that would be
capable of simultaneously recording a significantly greater number of channels
than existing systems for use in connection with large scale 3-D seismic surveys
conducted on land.

ACQUISITIONS

The Company has recently completed several acquisitions that complement and
expand its product lines. In 1994, the Company acquired certain of the assets of
Digicon, Inc. formerly used by Digicon in its marine engineering, land
engineering, and cable and canister repair facilities. In 1995, the Company
acquired CogniSeis, a company which was founded in 1978, as part of its strategy
to integrate seismic data acquisition with seismic data processing and
interpretation. This acquisition was accounted for as a pooling of interests.
Subsequently, in August 1995, the Company acquired the right to develop and sell
VOXELGEO, a three dimensional computer software product used by geologists and
geophysicists to visualize and interpret seismic data. In September 1995, the
Company acquired Photon Systems Ltd., a company that develops, markets and
licenses seismic and geologic interpretation software, headquartered in Calgary,
Canada, with subsidiaries in England and Houston. In October 1995, the Company
acquired the business and assets of Primatek Industries, Inc., a Houston-based
manufacturer of fiber optic and copper wire seismic cables plus associated
connectors primarily for the geophysical industry. The Company continues to
evaluate potential acquisitions of businesses and product lines that the Company
believes would complement its existing business; however, the Company currently
has no arrangements or commitments with respect to any particular acquisition
that would be material to the Company.

MARKETING

The Company's principal customers for its seismic data acquisition systems
are seismic contractors, which operate seismic data acquisition systems to
collect data in accordance with their customers specifications or for their own
seismic data libraries, and major, independent and foreign national oil and gas
companies, which typically specify seismic data acquisition program parameters
to contractors and consequently may stipulate use of the Company's equipment, or
may operate their own seismic crews.

Published industry sources indicate that the number of seismic crews
operating worldwide has decreased over the past ten years. Although the Company
believes that such crew's utilization of high-channel 3-D seismic systems has
increased during the same period, the Company believes that most of the world's
seismic crews are not yet equipped with advanced seismic data acquisition
systems, such as the SYNTRAK 480-24 Multiple Streamer Telemetry System equipped
with 24-bit data acquisition modules or the Company's POLYSEIS System.

The Company's principal customers for its geoscientific software are major,
independent and foreign oil and gas companies that purchase such software for
use by geologists and geophysicists to predict the existence and location of oil
and gas reserves for purpose of exploration and development activities and
reservoir management activities.

The Company's marketing efforts are focused largely on areas outside the
United States. See "Risk Factors -- Risks from Significant Amount of Foreign
Sales." The Company sells its products through a direct sales force consisting
of Company employees and through several international third-party sales
representatives responsible for key geographic areas. Sales personnel generally
have either oil and gas exploration or production expertise or experience in
selling advanced technology-based systems.

During fiscal 1993, 1994, and 1995, approximately 57%, 68% and 70%,
respectively, of the Company's revenue was derived from sales to customers
outside the United States. See Note 13 of Notes to Combined Financial Statements
for geographic distribution of sales. In addition, systems sold to domestic
customers are frequently deployed internationally. Company sales are
predominantly

denominated in U.S. dollars. From time to time, certain foreign sales require
export licenses. See "-- Regulatory Matters" below.

In general, products are sold on standard 30-day credit terms. However,
sales are also made on extended credit arrangements or under lease/purchase
arrangements usually with the credit secured by a security interest in the
product. The Company's extended term credit arrangements typically require a
down payment of 15% to 25% of the purchase price, with the remaining amount
evidenced by a promissory note from the customer that is secured by the
equipment purchased. The promissory notes typically have maturities of 12 to 36
months and bear interest at an annual rate ranging from 1% to 3% above the prime
rate of First Interstate. As of December 31, 1995, the outstanding amounts of
such notes totaled approximately $7.3 million. See Note 4 of Notes to Combined
Financial Statements. The Company has an agreement with a commercial bank to
sell up to a total of $20.0 million of customer notes to the bank at 100% of the
principal amount thereof, subject to the satisfaction of certain conditions,
including the bank's approval of the creditworthiness of the customer issuing a
note. The Company is obligated to repurchase these notes from the bank in the
event of customer default or certain other circumstances. As of December 31,
1995, the bank had purchased notes which, in the aggregate, would obligate the
Company to repurchase approximately $8.0 million in principal amount of notes in
the event of customer defaults. Although the Company has not experienced any
material financial losses due to nonpayment by its customers, the significant
cost of seismic survey equipment and the difficulty of repossessing such
equipment outside of the United States could adversely affect the financial
condition of the Company if the Company's foreign customers fail to make
payments when due with respect to a significant amount of credit extended
thereto by the Company or by a bank to which the Company has repayment
obligations in the event of such nonpayment.

MANUFACTURING AND RAW MATERIALS

The Company manufactures or assembles its products, produces spare parts
and renovates and repairs seismic survey equipment at its various facilities in
Houston, England, and Singapore. The POLYSEIS System is manufactured at a
facility in France operated by the consortium, of which a subsidiary of the
Company is a member, that developed the system. See "-- Intellectual Property."
A substantial portion of the electronic components and molded shapes used in its
systems and products are purchased from third party vendors. See "Risk Factors
- -- Disruption in Vendor Supplies." The Company's manufacturing and product
assembly operations consist of machining the necessary component parts,
configuring these parts along with components received from various vendors, and
assembling a final product. Upon completion, the final products undergo
functional and environmental burn-in and testing to the extremes of product
specifications and final quality assurance inspection. The Company maintains
inventory, including work-in-process at different levels of completion, to
enable the Company to satisfy specific configuration requirements of customers
within the shortest amount of time.

The Company has occasionally experienced supply or vendor quality control
problems and the Company may experience supply or vendor quality control
problems from time to time in the future. Such problems, if incurred, could
significantly affect the Company's ability to meet production and sales
commitments. Certain items, such as the 24-bit analog-to-digital converters and
hybrid processors used in its SYNTRAK 480-24 towed array system and ocean bottom
cable, are purchased from single vendors. Although the Company attempts to
maintain an adequate inventory of these single source items, the loss of ready
access to any of these items could temporarily disrupt the Company's ability to
manufacture and sell certain products. Since the Company's components are
designed for use with these single source items, replacing the single source
items with functional equivalents could require a redesign of the Company's
components and costly delays could result.

The performance of some of the Company's products can be affected by the
performance of the seismic cables. The Company's customers purchase seismic
cables from the Company or third party suppliers. Whether manufactured by the
Company or a supplier, a poor performing seismic cable can adversely affect the
performance of the Company's products and result in increased costs and
decreased sales.

COMPETITION

The markets for seismic data acquisition systems and geoscientific software
are highly competitive and are characterized by continual and rapid changes in
technology. The Company's principal competitors for its marine seismic data
acquisition systems are Input/Output, Inc., Fjord Instruments (a subsidiary of
Schlumberger, Ltd.) and Hydroscience, Inc., (a subsidiary of Whitehall
Corporation). In addition, Input/Output, Inc., Teledyne, Inc., and Atelier
Mecanique Gaudens (a subsidiary of Compagnie General de Geophysique), are the
principal competitors of the Company for marine seismic cables. The Company's
principal competitors for its ocean bottom cable are Input/Output, Inc., and
Mark Products, Inc. (a subsidiary of Shaw Industries). The Company's principal
competitors for its POLYSEIS System are Fairfield Industries, Inc., OpSeis, Inc.
and, to a limited extent, Input/Output, Inc. The Company's existing and
potential competitors for geoscientific software include oil and gas service
companies (principally divisions of Schlumberger, Ltd. and Petroleum
Geo-Services Exploration) and specialized software companies (principally
Landmark Graphics Corporation). Over 30 companies compete with the Company in
one or more geoscientific software product areas. The Company also experiences
competition from certain of the major oil and gas companies which have
internally developed, and may continue to develop, geoscientific software,
thereby limiting the Company's potential customer base.

The Company believes that technology and reliability are the primary basis
of competition in the industry, as oil and gas exploration companies demand
higher quality seismic data and seismic contractors require improved
productivity from their equipment and crews. The remaining principal competitive
factors include price, customer support, installed base size, and
first-to-market advantage. The Company believes that it competes effectively
with respect to each of these areas, although there can be no assurance that
sales of the Company's products will not be adversely affected if its current
competitors or new market entrants introduce new products with better
functionality, performance, price or other characteristics than the Company's
products.

BACKLOG

The Company forecasts sales for its products and therefore maintains an
inventory of components that can be used to assemble products on relatively
rapid basis. As a result, the Company normally fills and ships customer orders
within 90 days of receipt and therefore maintains no significant backlog. The
Company's backlog of firm orders at March 1, 1996 was $17.6 million. The Company
anticipates that substantially all of such backlog will be shipped during 1996.

INTELLECTUAL PROPERTY

The Company presently holds U.S. patents that relate to many of the
components of the marine seismic survey and ocean bottom cable product lines.
The Company relies on a combination of patents, trade secrets, copyrights,
contracts, and technical measures to protect its proprietary hardware and
software technologies. While certain key technologies have been patented by the
Company, it does not typically patent its proprietary technology, even where
regarded as patentable. The Company believes that in most cases this technology
is more effectively protected by system enhancements, innovations and
maintaining confidentiality rather than through disclosure and a comprehensive
patent enforcement program. Although the Company's patents are considered
important to its operations, no one patent is considered essential to the
success of the Company. Copyright and trade secret protection may be unavailable
or ineffective in certain foreign countries in which the Company sells its
products. In addition, the Company seeks to protect its trade secrets through
confidentiality agreements with its employees and agents.

The Company also owns a number of trademarks, including MultiTRAK, SYNTRAK,
SYNTRAK 480, SYNTRON, CogniSeis Development, Inc. and GEOSEC. An application has
been submitted to register TERRACUBE and SYNTRAK 480-24 as U.S. trademarks.
Other trademarks used by the Company have been considered less important to the
Company since they pertain to products traditionally producing substantially
smaller revenue to the Company.

The POLYSEIS System and its patented components were developed by a
consortium composed of IFP, Syntron Europe Limited, a subsidiary of the Company
("Syntron Europe"), Applications des

Techniques Nouvelles en Electronique and Electronique Industrielle de
l'Ouest, in which Syntron Europe holds an interest of approximately 50%.
Pursuant to a Cooperation Agreement among the parties, the parties shared a
portion of the costs of the development of the POLYSEIS System in accordance
with their respective percentage interests in the consortium. The remaining
portion of the development costs were financed through repayable grants from the
EEC in the amount of approximately 1.6 million ECU (approximately $2.0 million).
The members of the consortium are not individually liable for repayment of these
grants. The repayment schedule of the loans has not been specified, and the
consortium is required to make a reasonable proposal, within one year following
receipt by the consortium of commercial proceeds from the sale or license of
technology developed by the consortium, with respect to repayment terms for all
or part of such grants.

Syntron Europe is entitled to retain all revenues from its sale of the
POLYSEIS System, subject to the payment of certain royalty and development fees
payable to the consortium. The members of the consortium will share in revenue
derived from the POLYSEIS System through royalty fees, development fees,
licensing fees or otherwise, after payment of costs and expenses, including
certain principal and interest on the EEC grants, in accordance with their
respective percentage interests in the consortium. Syntron Europe is currently
the only licensee of the POLYSEIS System. Pursuant to the Cooperation Agreement,
the consent of each member of the consortium is required to license the POLYSEIS
System to any party. The Company uses the POLYSEIS name in the United States
with the consent of the holders of the trademark to that name.

The Company pays royalties based on the net sales of certain products in
connection with assignments to the Company of all intellectual property rights
with respect to such products.

REGULATORY MATTERS

The Company's operations are subject to numerous local, state, federal and
foreign government laws and regulations governing the discharge of materials
into the environment as well as relating to the protection of public health and
the environment. Noncompliance with such laws and regulations could result in
the imposition of significant fines, penalties and other liabilities on the
Company. The Company believes that it is currently in substantial compliance
with the requirements of environmental and occupational health and safety laws
and regulations. Compliance with such laws and regulations has not represented a
significant expense for the Company in the past and the Company does not foresee
the need for material expenditures to ensure continued compliance with such laws
and regulations as they currently exist. Regulations in these areas are subject
to change, however, and there can be no assurance that future laws or
regulations will not have a material adverse effect on the Company.

The Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA"), also known as the "superfund" law, imposes strict joint, several,
and retroactive liability, regardless of fault or the legality of the original
conduct, on certain classes of persons that contributed to the release of a
hazardous substance into the environment. These persons include the current or
previous owner and operator of a facility and companies that disposed or
arranged for the disposal of the hazardous substance found at a facility. CERCLA
also authorizes the Environmental Protection Agency (the "EPA") and, in some
cases, private parties, to take actions in response to threats of the costs of
such actions. In the course of its operations, the Company has generated and
will generate wastes that may fall within CERCLA's definition of "hazardous
substances." Prior owners or operators at the current or past Company facilities
also may have disposed of hazardous substances on these properties. The Company
may be responsible under CERCLA for all or part of the costs to clean up
facilities at which such substances have been disposed. The EPA has limited
disposal options for certain hazardous wastes and may adopt more stringent
disposal standards for nonhazardous wastes. The Company has no known material
liabilities under CERCLA.

The Company is also subject to laws and regulations concerning occupational
health and safety. These laws, such as the federal Occupational Safety and
Health Act and comparable statutes, establish standards that apply generally to
businesses in the manufacturing sector, including the Company's businesses.
Compliance with such standards and responses to any citations issued after any
inspections have not represented a significant expense for the Company in the
past, and the Company does not

foresee the need for material expenditures to ensure continued compliance with
such standards as they currently exist.

The Company's operations outside of the United States are potentially
subject to similar regulation in a number of countries. Management believes that
the Company is in substantial compliance with existing requirements of these
foreign jurisdictions and that continued compliance will not have a material
adverse effect on the Company. In addition, the Company is from time to time
required to obtain export licenses from the United States government. There can
be no assurance that the Company will not experience difficulty in obtaining
such licenses as may be required in connection with export sales. In addition,
the Company is required in some countries to obtain licenses or permits in order
to bid on contracts or otherwise conduct business operations. Some foreign
countries require that the Company enter into a joint venture or similar
arrangement with local individuals or businesses in order to conduct business in
such countries.

FACILITIES

The Company owns office and manufacturing facilities comprising 78,000
square feet on a five-acre tract in Houston, Texas. An additional ten-acre tract
of undeveloped land adjacent to this facility is also owned. In addition, the
Company leases 17,000 square feet of office and manufacturing space adjacent to
this location. The Company also leases approximately 161,000 square feet of
office and manufacturing space at four additional locations in Houston.

The Company also owns a 52,000 square foot office and plant facility on a
2.8 acre tract in England and a 33,300 square foot office and plant facility
constructed on a leased 1.4 acre tract in Singapore. Additional office space for
development centers, service centers, and sales offices is leased in Colorado,
Canada, England, The Peoples Republic of China, Russia, and Singapore.

EMPLOYEES

As of December 31, 1995, the Company employed 620 people worldwide, of whom
400 were employed in the United States. The Company has never experienced a work
stoppage and considers its relationship with its employees to be satisfactory.
None of the Company's employees are unionized.

LEGAL MATTERS

From time to time the Company is a party to what it believes is routine
litigation and proceedings that may be considered as part of the ordinary course
of its business. The Company is not aware of any current or pending litigation
or proceedings that could have a material adverse effect on the Company's
results of operations, financial condition or cash flow.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The Company's Board of Directors currently has seven directors. In
accordance with the Articles of Incorporation of the Company, the members of the
Board of Directors are divided into three classes and are elected for a term of
office or until a successor is duly elected and qualified. The Articles of
Incorporation also provide that such classes shall be as nearly equal in number
as possible. The terms of office of the Class I, Class II and Class III
directors expire at the annual meeting of stockholders to be held in 1997, 1998
and 1999, respectively. Following the Offering, the Company intends to increase
the size of the Board of Directors by adding one Class II director who is not an
officer or employee of the Company nor a director, officer or employee of
Tech-Sym. Such additional director will be elected by the current directors.

The following table sets forth the names, ages and titles of the directors
and executive officers of the Company.

Name Age Title
---- --- -----
Wendell W. Gamel..................... 66 Chairman of the Board of Directors
(Class III)
Richard F. Miles..................... 47 President and Director (Class II)
Bruce H. Nelson...................... 45 President of Syntron
Ray F. Thompson...................... 59 Vice President, Chief Financial
Officer, Treasurer and Director
(Class III)
J. Rankin Tippins.................... 43 Vice President, General Counsel,
Secretary and Director (Class I)
W.L. Creech.......................... 68 Director (Class II)
Michael C. Forrest................... 62 Director (Class I)
Christopher C. Kraft, Jr............. 71 Director (Class III)

There are no family relationships between any of the above persons.
Executive officers will be elected annually by the Board of Directors of the
Company at its meetings of directors to be held immediately following the annual
meeting of shareholders for the Company, to serve for the ensuing year or until
their successors have been elected. There are no arrangements or understandings
between any officer and any other person pursuant to which the officer was
elected. Messrs. Gamel, Thompson and Tippins are full-time employees of Tech-Sym
but devote such time to the affairs of the Company as the Company's needs
reasonably require from time to time.

Set forth below are descriptions of the backgrounds of the executive
officers and directors of the Company and their principal occupations for the
past five years.

Mr. Gamel has been Chairman of the Board of the Company since April 1996.
Mr. Gamel has been Chairman of the Board and President of Tech-Sym for more than
the past five years. Mr. Gamel received his Bachelor of Electrical Engineering
degree from Georgia Institute of Technology in 1952.

Mr. Miles has been a director and the President of the Company since March
1996. Mr. Miles served as President of Syntron from January 1990 until November
1995 at which time he was elected Chairman of Syntron. In addition, Mr. Miles
was elected Chairman of CogniSeis in June 1995 and elected President of
CogniSeis in January 1996. Prior to his association with Syntron and CogniSeis,
he had been General Manager of Geosource Marine starting in 1984 and, when
Halliburton Geophysical Services ("HGS") acquired Geosource Marine in 1988, he
became the Manager of the HGS North America Marine and Central Marine Support,
which continued the former marine seismic data acquisition business of GeoSource
Marine. Mr. Miles received his Masters of Business Administration degree from
Southern Methodist University in 1983.

Mr. Nelson was appointed President of Syntron in December 1995. Mr. Nelson
joined Syntron in November 1994 as Vice President of Business Development. From
August 1989 until April 1994, Mr. Nelson served as a Vice President of Landmark
Graphics (a geoscientific software company),

where he also served as General Manager Asia Pacific from August 1989 until
December 1993, and Manager of Seismic Service Business Development from December
1993 until October 1994. He received his Bachelor of Science degree in
geophysics from the University of British Columbia in 1972 and a Masters of
Geoscience degree from the University of Texas at Dallas in 1987.

Mr. Thompson has been a director, a Vice President and the Chief Financial
Officer and the Treasurer of the Company since March 1996. Mr. Thompson has also
been the Treasurer, Controller and Chief Financial Officer of Tech-Sym for more
than the past five years. In February of 1993, he was elected to the additional
office of Vice President of Tech-Sym. Mr. Thompson received his B.A. degree in
accounting from the University of Texas - Pan American in 1962.

Mr. Tippins has been a director and a Vice President and the General
Counsel and Secretary of the Company since March 1996. Mr. Tippins has also been
the Secretary and General Counsel of Tech-Sym for more than the past five years.
Mr. Tippins received his undergraduate degree from Tulane University in 1974 and
his law degree from St. Mary's University in 1977.

Mr. Creech has been a director of the Company since April 1996. Since his
retirement from the United States Air Force as a Four Star General in 1984,
General Creech has been an independent business consultant and speaker. He is
the author of THE FIVE PILLARS OF TQM. General Creech also serves as a director
of Tech-Sym, Comarco, Inc. (a service provider for the defense and
communications industries), and ESEA Corporation (an engineering services
company).

Mr. Forrest has been a director of the Company since April 1996 and a
director of Tech-Sym since December 1995. Mr. Forrest is also the Senior Vice
President of Technology and Business Development at Maxus Energy Corporation (an
oil and gas exploration and production company), a position he has held since
1994. He originally joined Maxus in 1992 as Vice Chairman and Chief Operating
Officer and served on its Board of Directors until it was acquired by YPF, S.A.
in 1995. Previously, he was president of Pecten International Co., a company
engaged in the business of oil and gas exploration that is a subsidiary of Shell
U.S.A. During his 37 years of service with Shell, Mr. Forrest served in various
exploration and management positions. Mr. Forrest is a graduate of St. Louis
University and has a Bachelor of Science degree in geophysical engineering.

Dr. Kraft has been a director of the Company since April 1996. Dr. Kraft is
also a director of Tech-Sym. Dr. Kraft has been a consultant to the aerospace
industry since his retirement as Director of the NASA Johnson Space Center in
1982. He was Flight Director for all of the Mercury missions and many of the
Gemini missions. He also serves as a director of LifeCell Corporation (a
biotechnology company) and previously served as a director of PanEnergy (a gas
transmission company), formerly Panhandle Eastern.

In connection with the Reorganization, the Board of Directors of the
Company established two standing committees, the Audit Committee and the
Compensation Committee. The Audit Committee is comprised of Messrs. Creech and
Forrest, and the Compensation Committee is comprised of Messrs. Creech, Forrest
and Kraft. It is anticipated that the additional director to be elected to the
Board of Directors following the Offering will serve on the Company's Audit
Committee.

The duties of the Audit Committee will be to examine and consider matters
relating to (i) the financial affairs of the Company, including reviewing the
Company's annual financial statements, (ii) the scope and adequacy of the
independent annual audit and internal audits, and (iii) the effectiveness and
adequacy of the Company's internal and accounting controls, including matters
addressed in the independent accountant's letter to management. The duties of
the Compensation Committee will be (i) to consider and make recommendations to
the Board of Directors with respect to programs for human resource development
and management organization and succession, (ii) to approve changes in senior
executive compensation, (iii) to make recommendations to the Board of Directors
regarding compensation matters and policies and (iv) to administer the Company's
1996 Equity Incentive Plan ("Stock Plan"), including the selection of
participants, the determination of the

type and number of awards to be granted and any interpretation of the Stock
Plan. The Company does not intend to have a nominating committee.

EXECUTIVE COMPENSATION

The following table summarizes compensation for services to the Company in
all capacities awarded to, earned by or paid to the Company's principal
executive officer and one other executive officer for the year ended December
31, 1995. No other executive officer of the Company who held office at the end
of 1995 received a salary and bonus from the Company in excess of $100,000 in
1995. Messrs. Gamel, Thompson and Tippins are full-time employees of Tech-Sym
but devote such time to the affairs of the Company as the Company's needs
reasonably require from time to time. The time and effort devoted by these
individuals to the Company's affairs is provided to the Company under the
Corporate Services Agreement between the Company and Tech-Sym. Accordingly, the
compensation for these individuals is not paid by the Company and is not
reported in the following table. In addition, options to purchase shares of
Common Stock of Tech-Sym granted by Tech-Sym to Messrs. Miles and Nelson are not
included in the following table since these options were granted in connection
with services rendered to Tech-Sym by Messrs. Miles and Nelson.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long Term Compensation
------------------------------
Number Of
Shares
Annual Compensation(1) Underlying
Name And ---------------------- Options All Other
Principal Positions Year Salary Bonus(2) Granted(3) Compensation(4)
- ------------------------------------- --------- ----------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Richard F. Miles..................... 1995 $ 183,000 $ 67,920 -0- $ 5,695
President
Bruce H. Nelson...................... 1995 $ 125,000 $ 43,150 -0- $ 4,233
President of Syntron
</TABLE>
- ------------

(1) Does not include perquisites and other personal benefits because the value
of these items did not exceed the lesser of $50,000 or 10% of reported
salary and bonus of any of the named executive officers.

(2) Bonus amounts were earned during the years indicated, but paid in the first
quarter of the following year.

(3) No options to purchase shares of Common Stock of the Company have been
granted to any executive officer.

(4) Each of the amounts in this column are matching contributions by the Company
to the executive officers account in Tech-Sym's Retirement (401(k)) Plan.

DIRECTOR REMUNERATION

Members of the Board of Directors who are not employees of either the
Company or Tech-Sym will be paid a fee of $1,000 for attendance at each Board
meeting and a fee of $250 for attendance at each meeting of a committee of the
Board. Board members who are either employees of the Company or Tech-Sym will
not receive any fees. Members of the Board who are not current or former
employees of the Company or Tech-Sym are also paid an annual director fee of
$12,000.

1996 EQUITY INCENTIVE PLAN

The Company's Stock Plan was adopted by the Board of Directors of the
Company in April 1996, and approved by the Company's sole stockholder on the
same date. The Stock Plan permits the granting of any or all of the following
types of awards ("Awards"): stock appreciation rights ("SARs"), stock options,
restricted stock, dividend equivalents, performance units, automatic Director
options, phantom shares, limited stock appreciation rights ("LSAR's"), bonus
stock and cash tax rights.

ELIGIBILITY FOR PARTICIPATION. All officers and employees of, and any
consultants to, the Company or any affiliate of the Company will be eligible for
participation in all Awards under the Stock Plan other than Director options
with tandem LSAR's. The non-employee directors of each of the Company and
Tech-Sym will only receive automatic grants of Director options with tandem
LSAR's.

ADMINISTRATION. The Stock Plan is administered by the Compensation
Committee of the Company's Board of Directors, which must consist solely of
disinterested persons within the meaning of Rule 16b-3 of the Exchange Act.
Except with respect to the automatic grant of Director options, the Compensation
Committee will select the participants who will receive Awards, determine the
type and terms of Awards to be granted and interpret and administer the Stock
Plan.

AMENDMENT AND TERMINATION. The Board of Directors of the Company may
terminate or amend the Stock Plan without stockholder approval, except that
stockholder approval is required for any amendment that would increase the
number of shares authorized or otherwise cause the Stock Plan to cease to
satisfy the requirements of Rule 16b-3 of the Exchange Act.

TERM OF THE STOCK PLAN. Unless sooner terminated, the Stock Plan will
terminate on December 31, 2005, after which time no additional Awards may be
made under it; however, all then outstanding Awards will continue pursuant to
their terms.

SHARES SUBJECT TO THE STOCK PLAN. Subject to adjustment as described below,
1,500,000 shares of Common Stock may be awarded under the Stock Plan, of which
no more than 300,000 shares may be issued as non-performance based restricted
stock, phantom stock and/or bonus stock awards.

EMPLOYEE/CONSULTANT STOCK OPTIONS. Stock options granted under the Stock
Plan are subject to such terms and conditions as may be established by the
Compensation Committee, which may include conditioning the exercisability of an
option on the achievement of one or more performance goals, except that in all
events: (i) no stock options may be granted after the termination of the Stock
Plan; (ii) the option exercise price cannot be less than the market value per
share of the Common Stock at the date of grant; and (iii) no stock option may be
exercised more than 10 years after it is granted. Stock options may be granted
either as incentive stock options ("ISOs") under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), non-qualified stock options or a
combination thereof. However, ISOs can only be granted to participants who are
employees of the Company or Tech-Sym or a subsidiary of the Company. In
addition, the Committee may provide, with respect to an option granted to a key
employee, that such grant will have an automatic "reload" grant feature, with
such terms and conditions as the Committee may establish for such reload,
including limitations on exercisability conditioned on the holding of the stock
acquired on the exercise triggering such reload grant.

The Compensation Committee will determine the form in which payment of the
optionee's exercise price may be made, which may include cash, shares of Common
Stock already owned by the optionee, a "cashless exercise" through a broker, or
any combination thereof.

DIRECTOR STOCK OPTIONS. On the date that is thirty (30) trading days after
the closing of the Offering, each director of the Company who is not an employee
of either the Company or Tech-Sym will automatically receive an option to
purchase 10,000 shares of Common Stock, and each non-employee director of
Tech-Sym who is not a director of the Company will automatically receive an
option to purchase 5,000 shares of Common Stock, in each case at an exercise
price per share equal to the arithmetic average, without regard to number of
shares, of the closing price on the NASDAQ National Market for thirty (30)
consecutive trading days after the closing of the Offering, as reported in THE
WALL STREET JOURNAL. Thereafter, each such director of the Company who is not
either an employee of the Company or Tech-Sym shall automatically receive on the
date of each annual meeting of the Company's stockholders meeting (commencing
with the 1997 meeting) an option to purchase 1,000 shares of Common Stock at an
exercise price per share equal to the fair market value of the Common Stock on
the date of grant. Each person who becomes a director of the Company after the
initial grants and who is not either an employee of the Company or Tech-Sym
shall receive an initial option award

to purchase 10,000 shares of Common Stock on the date of such person's election
or appointment at an exercise price per share equal to the fair market value of
the Common Stock on the date of grant. Neither the Compensation Committee nor
the Board of Directors has any discretion with respect to non-employee director
stock options. Each such Director option shall become exercisable six months
from the date of grant (or, if earlier, the date of a Change in Control) and
have a term of 10 years, subject to earlier termination depending upon
continuity of service on the Boards.

STOCK APPRECIATION RIGHTS. An SAR may be granted in tandem with stock
options or separate and apart from a grant of a stock option. The grant price of
an SAR shall not be less than the fair market value per share of Common Stock on
the date of grant and shall have a term not to exceed 10 years. The spread on
the exercise of an SAR may be paid in cash, Common Stock or any combination
thereof, as the Compensation Committee may determine.

RESTRICTED STOCK. The Compensation Committee may also make grants of
restricted stock, which are shares of Common Stock that may not be disposed of
by the participant until the restrictions specified in the Award expire. The
restrictions may include the achievement of specified performance goals. The
participant will have, with respect to restricted stock, the right to vote the
shares and, subject to such limitations (if any) established by the Compensation
Committee, receive any cash dividends. Except as otherwise determined by the
Compensation Committee, upon termination of a participant's employment for any
reason during the restricted period, all restricted stock will be forfeited by
the participant.

PHANTOM SHARES. The Compensation Committee may grant Awards of phantom
shares of Common Stock, which may be payable in cash, shares of Common Stock or
a combination thereof, in consideration of the fulfillment of such conditions as
the Compensation Committee may specify, which may include the achievement of
specified performance goals.

PERFORMANCE UNITS. Performance units are units equivalent to $100 (or such
other value as the Compensation Committee determines) and may consist of
payments in cash, shares of Common Stock or a combination thereof, payable upon
the achievement of specified performance goals. The Compensation Committee shall
determine the performance goals to be achieved during any performance period and
the length of any performance period.

BONUS STOCK. The Compensation Committee may deliver unrestricted shares of
Common Stock to eligible persons as additional compensation for the person's
services to the Company and its affiliates or in lieu of cash bonuses payable to
a participant.

DIVIDEND EQUIVALENTS. The Compensation Committee may provide, with respect
to a stock option (other than Director options) or phantom share Awards that
such awards shall be credited (on an immediate or deferred basis) with dividend
equivalents, which are equal to any cash dividends paid on the Common Stock
while the Award is outstanding.

LSARS. The Plan provides, with respect to each SAR, Director option and
stock option for automatic tandem, LSAR's that provide the participant with the
right to receive, for a limited period following a change of control of the
Company, the "spread" on his SAR's, Director options and Option Rights in cash,
based on the value of the consideration paid in the change of control.

CASH TAX RIGHTS. The Compensation Committee may grant cash tax rights in
tandem with any Award payable in shares of Common Stock. A cash tax right is a
right to receive cash upon receipt of the shares of Common Stock pursuant to the
tandem Award.

PERFORMANCE GOALS. The Compensation Committee may, in its discretion,
subject any Award (other than Director options) to the attainment of certain
performance goals. Such performance goals, which may be described in terms of
Company-wide objectives, in terms of objectives that are related to performance
of the division, department or function within the Company or a subsidiary in
which the employee receiving the Award is employed or in individual or other
terms, and which will relate to a period of time determined by the Compensation
Committee. The performance goals that may be used include one or more of the
following: (i) earnings before interest, taxes, depreciation and amortization

expenses ("EBITDA"); (ii) earnings before interest and taxes ("EBIT"); (iii)
EBITDA, EBIT or earnings before taxes and unusual or nonrecurring items as
measured either against the annual budget or as a ratio to revenue; (iv) return
on total capital; (v) total stockholder return; and (vi) stock price
performance. Which objectives to use with respect to an Award, the weighting of
the objectives if more than one is used, and whether the objective is to be
measured against a Company-established budget or target, an index or a peer
group of companies, shall be determined by the Compensation Committee in its
discretion at the time of grant of the Award. A performance goal need not be
based on an increase or a positive result and may include, for example,
maintaining the status quo or limiting economic losses.

TRANSFERABILITY. No Award under the Stock Plan that has not become payable
or earned will be transferable other than by will or the laws of descent and
distribution.

ADJUSTMENTS. The Compensation Committee may provide for adjustment of
Awards under the Stock Plan if it determines such adjustment is required to
prevent dilution or enlargement of the rights of participants in the Stock Plan
that would otherwise result from a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, reorganization or other similar
corporate transaction.

The Stock Plan permits the Company to allow an optionee, upon exercise of
an option, to satisfy any applicable federal income tax requirements in the form
of either cash or, at the discretion of the Compensation Committee, shares of
Common Stock, including shares issuable upon exercise of such option.

CHANGE IN CONTROL. The Stock Plan provides that Awards may, pursuant to
their terms, provide that upon a "change of control" of the Company the Award
would become immediately vested and exercisable or payable, as the case may be.
A "change of control" of the Company shall be deemed to occur if a person or
group acquires 25% or more of Tech-Sym's voting securities, the Directors of
Tech-Sym at the beginning of any two-year period cease to constitute a majority
of the Tech-Sym Board of Directors during such period for any reason, the
stockholders of Tech-Sym approve a merger or consolidation of Tech-Sym with any
other company (with certain exceptions), the stockholders of Tech-Sym approve an
agreement for the sale, exchange or disposition by Tech-Sym of all or a
substantial portion of Tech-Sym's assets or the stockholders of Tech-Sym adopt a
plan of complete liquidation of Tech-Sym. If the Company ceases to be a
subsidiary of Tech-Sym, "Company" is substituted for "Tech-Sym" in the above in
determining whether a "change in control" has occurred.

The Board of Directors of the Company may amend, suspend or terminate the
Plan at any time, except that any amendment that would (i) materially increase
the benefits accruing to participants under the Plan, (ii) materially increase
the number of securities which may be issued under the Plan and (iii) materially
modify the requirements as to eligibility for participation in the Plan requires
stockholder approval unless, in each case, such approval is not required to meet
the requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Unless the term of the Plan is extended or earlier
terminated, the Plan will terminate on December 31, 2005.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a brief summary
of certain of the federal income tax consequences of certain transactions under
the Stock Plan based on federal income tax laws in effect on January 1, 1996.
This summary is not intended to be exhaustive and does not describe state or
local tax consequences. Additional or different federal income tax consequences
to the employee or the Company may result depending upon other consideration not
described below.

In general: (i) no income will be recognized by an optionee at the time a
non-qualified stock option (an option not qualified under Section 422 of the
Code) ("NQO") is granted; (ii) at the time of exercise of a NQO, ordinary income
will be recognized by the optionee in an amount equal to the difference between
the option price paid for the shares and the fair market value of the shares if
they are nonrestricted on the date of exercise; (iii) at the time of sale of
shares acquired pursuant to the exercise of a NQO, any appreciation (or
depreciation) in the value of the shares after the date of

exercise will be treated as either short term or long term capital gain (or
loss) depending on how long the shares have been held.

No income generally will be recognized by an optionee upon the grant or
exercise of an ISO, although the excess of the fair market value on the date of
exercise over the option price is included in alternative minimum taxable income
for alternative minimum tax purposes. However, if the optionee exercises the ISO
and disposes of the shares of Common Stock in the same year and the amount
realized is less than the fair market value on the date of exercise, only the
difference between the amount realized and the adjusted basis of the stock will
be included in alternative minimum taxable income. If shares of Common Stock are
issued to an optionee pursuant to the exercise of an ISO and no disposition of
the shares is made by the optionee within two years after the date of grant or
within one year after the transfer of the shares to the optionee (the "Holding
Periods"), then, upon the sale of the shares, any amount realized in excess of
the option price will be taxed to the optionee as long term capital gain and any
loss sustained will be a long term capital loss.

If shares of Common Stock acquired upon the exercise of an ISO are disposed
of prior to the expiration of either Holding Period described above, the
optionee generally will recognize ordinary income in the year of disposition in
an amount equal to any excess of the fair market value of the shares at the time
of exercise (or, if less, the amount realized on the disposition of the shares
in a sale or exchange) over the option price paid for the shares. Any further
gain (or loss) realized by the optionee generally will be taxed as short term or
long term capital gain (or loss) depending on the holding period.

No income will be recognized by a participant in connection with the grant
of an SAR. When the SAR is exercised, the participant normally will be required
to include as taxable ordinary income in the year of exercise an amount equal to
the amount of any cash and the fair market value of any nonrestricted shares of
Common Stock received pursuant to the exercise.

A recipient of restricted stock generally will be subject to tax at
ordinary income rates on the fair market value of the restricted stock reduced
by any amount paid by the recipient at such time as the shares are no longer
subject to a risk of forfeiture or restrictions on transfer for purposes of
Section 83 of the Code. Further, any dividends received with respect to
restricted stock that are subject at that time to a risk of forfeiture or
restrictions on transfer generally will be treated as compensation that is
taxable as ordinary income to the recipient. However, a recipient who so elects
under Section 83(b) of the Code within 30 days of the date of transfer of shares
will have taxable ordinary income on the date of transfer of the shares equal to
the excess of the fair market value of the shares (determined without regard to
the risk of forfeiture or restrictions on transfer) over any purchase price paid
for the shares and any dividend received while the shares are subject to a
substantial risk of forfeiture or restrictions will be treated as dividend
income to the recipient.

No income generally will be recognized upon the grant of phantom shares or
performance units. Upon payment in respect of phantom shares or earned
performance units, the recipient generally will be required to include as
taxable ordinary income in the year of receipt an amount equal to the amount of
cash received and the fair market value of any nonrestricted shares of Common
Stock received less any amount paid for such award at the time of payment or
transfer pursuant to the fulfillment of the specified conditions or the
achievement of the performance goals.

The recipient of bonus stock generally will be subject to tax at ordinary
income rates on the fair market value of nonrestricted shares of Common Stock on
the date that such shares are transferred to the recipient, reduced by any
amount paid by the recipient, and the capital gain or loss holding period for
such shares will also commence on that date.

No income will be recognized upon the grant of a cash tax right. The
recipient of a cash tax right will be subject to tax at ordinary income rates on
the cash received pursuant to the Award.

Where the sale of stock that is received as the result of a grant of an
Award could subject an officer or director to suit under Section 16(b) of the
Exchange Act, the tax consequences to the officer

or director may differ from the tax consequences described above. In these
circumstances, the principal difference usually will be to postpone the taxation
(and valuation) of the stock received so long as the sale of the stock received
could subject the officer or director to suit under Section 16(b) of the
Exchange Act, but not longer than six months.

To the extent that a participant recognizes ordinary income in the
circumstances described above, Tech-Sym, the Company or subsidiary for which the
participant performs services will be entitled to a corresponding deduction for
federal income tax purposes provided that, among other things, (i) the income
meets the test of reasonableness, is an ordinary and necessary business expense,
(ii) is not an "excess parachute payment" within the meaning of Section 280G of
the Code and (iii) if the $1.0 million limitation of Section 162(m) of the Code
is exceeded, the compensation qualifies as "performance based" under such
section.

DIRECTOR AND OFFICER LIABILITY; INDEMNIFICATION

The Company's Articles of Incorporation (the "Articles") provide that the
Company shall indemnify all directors and officers of the Company to the full
extent permitted by Nevada's Private Corporations Law (the "NPCL"). Under such
provisions, any director or officer, who in his capacity as such, is made or
threatened to be made, a party to any suit or proceeding, may be indemnified if
the Board of Directors determines such director or officer acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of the Company. The Company's Articles, Bylaws and the NPCL further
provide that such indemnification is not exclusive of any other rights to which
such individuals may be entitled under the Articles, the Bylaws, any agreement,
vote of stockholders or disinterested directors or otherwise.

The NPCL provides that a corporation's articles of incorporation may
contain a provision which eliminates or limits the personal liability of a
director or officer to the corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, provided that such a
provision must not eliminate or limit the liability of a director or officer
for: (a) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or (b) the payment of illegal distributions. The
Company's Articles include a provision eliminating the personal liability of
directors for breach of fiduciary duty except that such provision will not
eliminate or limit any liability which may not be so eliminated or limited under
applicable law.

EXECUTIVE RETIREMENT AGREEMENT

Mr. Miles is a party to a retirement agreement entered into with Tech-Sym
in 1994 which provides for the payment to him of an annual retirement benefit
for the remainder of his life commencing at his retirement on or after age 65 in
an amount equal to 65% of his highest rate of base salary payable by Tech-Sym
and its subsidiaries that is in effect at any time prior to his reaching age 61
("Base Salary"). If such executive voluntarily terminates his employment prior
to age 65, but on or after age 62, he shall commence receiving his retirement
benefit reduced by 1.39% for each full calendar month which his date of
termination precedes his 65th birthday, unless such reduction is waived by the
Board. The applicable Base Salary of Mr. Miles for purposes of this agreement is
$195,000. The agreement further provides for the payment of a surviving spouses
benefit equal to 37 1/2% of the officer's Base Salary, which is payable annually
upon his death to his surviving spouse, if any, for the lesser of ten years or
the remainder of her life. Tech-Sym's obligation under the agreement to pay the
retirement benefits terminates if Mr. Miles voluntarily leaves the employ of
Tech-Sym prior to reaching age 62 (other than due to death or total and
permanent disability) or is terminated for cause. The benefits remain payable in
the event of the termination of employment prior to age 62 because of his total
and permanent disability or his termination after reaching age 62, but in both
instances are subject to reduction for their early commencement unless such
reduction is waived by the board. Under the agreement, the surviving spouses
benefit is not payable if Mr. Miles voluntarily leaves the employ of Tech-Sym
prior to age 62 or is terminated for cause, but is payable if the executive dies
while still in the employ of Tech-Sym, or after his termination of employment
after reaching age 62 or after his

termination due to a disability. The agreement also provides Mr. Miles with
continued Company-provided health benefits after his retirement. The benefits
under the agreement are 50% vested after ten years of continuous employment with
Tech-Sym with an additional 10% each year thereafter until fully vested.

Tech-Sym has contributed certain assets to a trust with a commercial bank
to provide for the payment of the benefits under the retirement agreement. The
amounts held in trust remain available to the claims of creditors of Tech-Sym in
the event of its bankruptcy or insolvency.

TERMINATION AGREEMENT

Tech-Sym entered into a Termination Agreement in 1991 with Mr. Miles which
provides that if the employment of Mr. Miles is terminated during the three-year
period following a Change in Control of Tech-Sym, as defined in the agreement,
other than for cause or by the employee for other than "good reason," the
employee will continue to be paid his base salary, participate in the Bonus Plan
and receive certain other benefits for the remainder of such three-year period,
reduced by any amounts payable to the employee (i) pursuant to a Retirement
Agreement and (ii) from other employment.

CERTAIN TRANSACTIONS WITH MANAGEMENT

The Company paid approximately $0.9 million, $1.0 million and $1.3 million
to Tech-Sym in 1993, 1994 and 1995, respectively, in connection with management,
financial, and legal services provided by Tech-Sym to the Company. The amount of
the fee payable by the Company was determined by Tech-Sym as the allocable
portion of certain general and administrative expenses incurred by Tech-Sym
based on the Company's net sales, payroll, and capital employed (fixed assets
and inventory) in relation to the net sales, payroll and capital employed of
Tech-Sym's subsidiaries in the aggregate. Pursuant to the Corporate Services
Agreement between the Company and Tech-Sym, it is expected that similar services
will be provided to the Company by Tech-Sym in 1996. The Corporate Services
Agreement provides for the payment of a fee by the Company to Tech-Sym that is
calculated in a manner similar to the manner such fees have been calculated in
the past for similar services. The Company believes that the fees paid to
Tech-Sym in 1993, 1994 and 1995 for management, financial and legal services
provided by Tech-Sym to the Company were not more than those that would have
been payable to an unaffiliated third party for providing such services, and
that the fees payable to Tech-Sym under the Corporate Services Agreement for the
services to be provided thereunder will not be more than the fees that would be
required to be paid to an unaffiliated third party to provide such services. In
addition, during 1993, 1994 and 1995 the Company paid to Tech-Sym approximately
$630,000, $709,000 and $1.3 million, respectively, in interest on outstanding
indebtedness owed to Tech-Sym. The Company intends to reduce the amounts payable
to Tech-Sym from a portion of the proceeds of this Offering. See "Relationship
with Tech-Sym" and "Use of Proceeds."

SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

The table below sets forth, as of April 30, 1996, (i) the name and address
of each person known by management to beneficially own more than 5% of the
Company's outstanding Common Stock and (ii) the number of shares beneficially
owned by each such shareholder and the percentage of outstanding shares owned as
of such date and as adjusted to give effect to the Offering.
<TABLE>
<CAPTION>
Beneficial Ownership Of Common Stock
----------------------------------------------------------
Percentage Of Shares
Name And Address --------------------------------------
Of Beneficial Owner Number Of Shares Prior To Offering After Offering(1)
- ------------------------------------- ---------------- ----------------- -----------------
<S> <C> <C> <C>
Tech-Sym Corporation................. 7,700,000 100% 79.4%
10500 Westoffice Drive
Houston, Texas 77042
</TABLE>
- ------------

(1) Assumes no exercise of the Underwriters' over-allotment option. If such
option is exercised in full, the percentage of the outstanding shares of
Common Stock to be owned by Tech-Sym after the Offering will be 77.0%.

RELATIONSHIP WITH TECH-SYM

The Company was organized as a wholly-owned subsidiary of Tech-Sym in
connection with the Reorganization involving Syntron, CogniSeis and Symtronix.
See "The Reorganization." Prior to the Reorganization, Tech-Sym provided
management and administrative assistance to Syntron and CogniSeis and also
provided working capital to Syntron and CogniSeis through intercompany loans,
which loans will be repaid from the net proceeds of the Offering. See "Use of
Proceeds." Subsequent to the Reorganization, Tech-Sym has continued to provide
management and administrative assistance to the Company. In anticipation of the
Offering, the Company and Tech-Sym have entered into a number of agreements for
the purpose of defining the ongoing relationship between them. As a result of
Tech-Sym's ownership interest in the Company, the terms of such agreements were
not the result of arm's-length negotiation; however, the Company believes such
terms are reasonable in light of the services rendered. The following is a
summary of certain agreements between the Company and Tech-Sym, each of which is
qualified in its entirety by reference to the forms of such agreements filed as
exhibits to the Registration Statement of which this Prospectus is a part.

CORPORATE SERVICES AGREEMENT

The Company and Tech-Sym have entered into a Corporate Services Agreement
pursuant to which Tech-Sym will continue to provide certain corporate and
administrative services to the Company. The services provided by Tech-Sym to the
Company will include advisory management services, certain accounting, financial
reporting, auditing, finance and treasury services, employee benefits
administration, insurance procurement, tax planning, governmental reporting and
legal services. Charges for the services or products provided by third parties
will be based on the actual costs incurred. Charges for all other services or
products will be based on an allocation of direct and indirect costs. Indirect
costs, which consist of general and administrative expenses related to the
management personnel of Tech-Sym (including salaries and bonuses), will be
allocated pursuant to a formula that takes into account the relative payroll,
operating revenue, tangible capital assets and inventory of the Company in
relation to those of Tech-Sym's subsidiaries in the aggregate. The Corporate
Services Agreement may be terminated for any reason as to any or all services by
either party on 90 days' notice or by shorter notice under certain
circumstances.

TAX ALLOCATION AGREEMENT

The Company and Tech-Sym have entered into a Tax Allocation Agreement to
provide for (i) the allocation and payment of taxes for periods during which the
Company and Tech-Sym (or its affiliates other than the Company and its
subsidiaries) are included in the same consolidated group for federal

income tax purposes or the same consolidated, combined or unitary returns for
state tax purposes, (ii) the allocation of responsibility for the filing of tax
returns, (iii) the conduct of tax audits and the handling of tax controversies
and (iv) various related matters. For periods during which the Company is
included in Tech-Sym's consolidated federal income tax returns or state
consolidated, combined, or unitary tax returns, the Company will be required to
pay to or entitled to receive from Tech-Sym its allocable portion of the
consolidated federal income and state tax liability or credits. The Company will
be responsible for foreign and separate return state and local tax liabilities
for itself and for its subsidiaries for all periods.

SHAREHOLDER AGREEMENT

Tech-Sym currently is required to file periodic reports under the federal
securities laws and, following the Offering, the Company will also be subject to
such periodic reporting requirements. As a result of the ownership interest of
Tech-Sym with respect to the Company, and the Company may be required to
disclose certain information relating to Tech-Sym. In order to allow each party
to satisfy its disclosure requirements, the Company and Tech-Sym have entered
into a Shareholder Agreement (the "Shareholder Agreement") that provides that
each party shall cooperate with the other party in connection with their
respective reporting requirements under federal and state securities laws,
including providing information to the other party necessary to satisfy such
reporting requirements. In connection therewith, it is anticipated that the
Company will be required to provide Tech-Sym, at least on a quarterly and annual
basis, certain information with respect to the business, operations, financial
position, results of operations and cash flows of the Company as may be
necessary for Tech-Sym to satisfy its disclosure requirements under federal and
state securities laws. In addition, the agreement provides that, following this
Offering, each party (the "Indemnifying Party") will be obligated to indemnify
the other party and its subsidiaries, and the respective directors, officers,
employees, agents and representatives thereof (the "Indemnified Party") for
costs or liabilities relating to, resulting from or arising out of federal or
state securities laws that are incurred by the Indemnified Party as a result of
any misrepresentations in or omissions from any report, registration statement
or other document required to be filed under federal or state securities laws.

In addition, the Shareholder Agreement provides that, without Tech-Sym's
prior written consent, the Company will not (i) incur capital expenditures in
excess of $500,000 for any project, (ii) incur any borrowings (other than trade
credits), (iii) issue any capital stock of the Company (other than pursuant to
the Stock Plan), (iv) sell or otherwise dispose of assets, in any one
transaction or series of related transactions (other than the sale of products
in the ordinary course of business), (v) acquire assets or capital stock of any
company for a purchase price in excess of $1 million, (vi) merge or consolidate
with any party, or (vii) enter into any agreement or arrangement committing the
Company to take any such action. This provision will terminate in the event
Tech-Sym owns less than 50% of the Company's outstanding Common Stock.

INTERCOMPANY CREDIT AGREEMENT

The Company and Tech-Sym have entered into an Intercompany Credit Agreement
(the "Intercompany Credit Agreement") in order to establish the terms of
indebtedness that may be incurred by the Company from Tech-Sym from time to time
(the "Intercompany Indebtedness"). The Intercompany Credit Agreement does not
obligate Tech-Sym to loan any money to the Company, and any incurrence of
Intercompany Indebtedness would be determined based on the agreement of Tech-Sym
to loan, and the agreement of the Company to borrow, a specified amount at the
time of any such borrowing. Interest on any Intercompany Indebtedness will be
payable at (i) the rate of interest payable by the Company under the Syntron
Facility or any successor facility with First Interstate or (ii) if neither the
Company nor Syntron no longer has a credit facility with First Interstate, at
the prime rate of First Interstate. Any Intercompany Indebtedness must be repaid
by the Company within 30 days following demand for repayment by Tech-Sym.
Intercompany indebtedness may be paid, in whole or in part, at any time, without
penalty or premium. Upon default or a change in control of the Company,

Tech-Sym, at its option, may declare any Intercompany Indebtedness and all
interest accrued thereon to be immediately due and payable. An event of default
will occur under the agreement if the Company shall fail to make any payment
when due or certain bankruptcy or similar events shall occur with respect to the
Company or its subsidiaries. Upon default, Tech-Sym may declare any Intercompany
Indebtedness and all interest accrued thereon to be immediately due and payable
and may exercise any rights and remedies it may have, whether at law, in equity,
or otherwise, including the right to set off any such amounts against any debt
or obligation arising by Tech-Sym or any of its affiliates to the Company or its
subsidiaries.

STOCK RESTRICTION AND REGISTRATION AGREEMENT

Pursuant to the terms of a Stock Restriction and Registration Agreement
with Tech-Sym (the "Stock Agreement"), the Company has provided Tech-Sym with
certain registration rights, including three demand registration rights and
certain "piggy-back" registration rights, with respect to Common Stock owned by
Tech-Sym after the Offering. The Company's obligation is subject to certain
limitations relating to a minimum amount of Common Stock required for
registration, the timing of registration and other similar matters. The Company
is obligated to pay all expenses incidental to such registration, excluding
Underwriters' discounts and commissions and certain legal fees and expenses.

MISCELLANEOUS

Upon the closing of the Offering, Tech-Sym will own approximately 79.4% of
the outstanding shares of Common Stock of the Company (or 77.0% if the
Underwriters' over-allotment option is exercised in full). As a result of its
stock ownership of a majority of the outstanding common stock of the Company,
Tech-Sym will be able, acting alone, to elect the entire Board of Directors of
the Company and to approve any action requiring stockholder approval. See
"Description of Capital Stock." Tech-Sym intends for the foreseeable future to
maintain at least majority ownership of the Company. This may require the
purchase by Tech-Sym of additional shares of Common Stock of the Company from
time to time as the number of outstanding shares issued by the Company
increases. These purchases may be made either directly from the Company pursuant
to the Stock Restriction and Registration Agreement or on the open market, in
either case, at prevailing market prices. See " -- Stock Restriction and
Registration Agreement."

From time to time, the Company may transact business in the ordinary course
with Tech-Sym or its subsidiaries or affiliates. All such transactions will be
on terms comparable to those the Company would receive from unaffiliated
parties.

DESCRIPTION OF CAPITAL STOCK

The Company is a Nevada corporation organized in March 1996. The Company's
authorized Capital Stock consists of 35,000,000 shares of Common Stock, par
value $0.01 per share, and 5,000,000 shares of Preferred Stock par value $0.01
per share. As of March 28, 1996, 100,000 shares of Common Stock and no shares of
Preferred Stock were issued and outstanding. Prior to the consummation of the
Offering, an additional 7,600,000 shares of Common Stock will be issued by the
Company to Tech-Sym in connection with the Reorganization. See "The
Reorganization." The following summary is qualified in its entirety by reference
to the Articles and Bylaws of the Company, which are filed as an exhibit to the
Registration Statement, of which this Prospectus is a part.

COMMON STOCK

Holders of Common Stock are entitled to one vote per share in the election
of directors and on all other matters submitted to a vote of common stockholders
and are not entitled to cumulative voting rights. Holders of Common Stock are
entitled to receive ratably such dividends, if any, as may be declared by the
Board of Directors out of funds legally available therefor, subject to any
preferential dividend rights of holders of outstanding Preferred Stock. See
"Dividend Policy". Upon the liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to receive ratably the net
assets of the Company available after payment of all debts and other
liabilities, subject to the prior rights of any outstanding shares of Preferred
Stock. Holders of Common Stock have no preemptive, subscription, redemption or
conversion rights.

PREFERRED STOCK

The Board of Directors of the Company is empowered, without approval of the
stockholders, to cause shares of Preferred Stock to be issued in one or more
series, with the numbers of shares of each series to be determined by the Board
of Directors in its sole discretion. The Board of Directors is authorized to fix
and determine variations in the voting power, designations, preferences, and
relative, participating, optional or other special rights (including, without
limitation, special voting rights, rights to receive dividends or assets upon
liquidation, rights of conversion into Common Stock or other securities,
redemption provisions and sinking fund provisions) between series and between
the Preferred Stock or any series thereof and the Common Stock, and the
qualifications, limitations or restrictions of such rights. Shares of Preferred
Stock or any series thereof may have full or limited voting powers, or be
without voting powers.

Although the Company has no present intention to issue shares of Preferred
Stock, the issuance of shares of Preferred Stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited acquisition
proposal. For instance, the issuance of a series of Preferred Stock might impede
a business combination by including class voting rights that would enable the
holders to block such a transaction; or such issuance might facilitate a
business combination by including voting rights that would provide a required
percentage vote of the stockholders. In addition, under certain circumstances,
the issuance of Preferred Stock could adversely affect the voting power of the
holders of the Common Stock. Although the Board of Directors is required to make
any determination to issue such stock based on its judgment as to the best
interests of the stockholders of the Company, the Board of Directors could act
in a manner that would discourage an acquisition attempt or other transaction
that some or a majority of the stockholders might believe to be in their best
interest or in which stockholders might receive a premium for their stock over
the then market price for such stock. The Board of Directors does not at present
intend to seek stockholder approval prior to any issuance of currently
authorized stock, unless otherwise required by law or the regulations of the
securities exchange or securities market on which its Common Stock is listed.
Pursuant to the Shareholder Agreement, the Company has agreed that it will not
issue any shares of capital stock (other than pursuant to the Stock Plan)
without the consent of Tech-Sym until such time as Tech-Sym no longer owns at
least 50% of the Company's outstanding Common Stock.

ANTI-TAKEOVER PROVISIONS

NEVADA STATUTORY PROVISIONS

Nevada's "Combination with Interested Stockholders Statute," Nevada Revised
Statutes sections 78.411-78.444, which applies to any Nevada corporation that
has a class of voting shares registered

with the Securities and Exchange Commission (the "Commission") under Section 12
of the Exchange Act, prohibits an "interested stockholder" from entering into a
"combination" with the corporation, unless certain conditions are met. A
"combination" includes (a) any merger with an "interested stockholder," or any
other corporation which is or after the merger would be, an affiliate or
associate of the interested stockholder, (b) any sale, lease, exchange,
mortgage, pledge, transfer or other disposition of assets, in one transaction or
a series of transactions, to or with an "interested stockholder," having (i) an
aggregate market value equal to 5% or more of the aggregate market value of the
corporations assets, (ii) an aggregate market value equal to 5% or more of the
aggregate market value of all outstanding shares of the corporation, or (iii)
representing 10% or more of the earning power or net income of the corporation,
(c) any issuance or transfer of shares of the corporation or its subsidiaries,
to the "interested stockholder," having an aggregate market value equal to 5% or
more of the aggregate market value of all the outstanding shares of the
corporation, (d) the adoption of any plan or proposal for the liquidation or
dissolution of the corporation proposed by the "interested stockholder," (e)
certain transactions which would result in increasing the proportionate share of
shares of the corporation owned by the "interested stockholder," or (f) the
receipt of benefits by an interested stockholder, except proportionately as a
stockholder, of any loans, advances or other financial benefits provided by the
corporation. An "interested stockholder" is a person who, together with
affiliates and associates, beneficially owns (or within the prior three years,
did beneficially own) 10% or more of the corporation's voting stock.

A corporation to which the statute applies may not engage in a
"combination" within three years after the interested stockholder acquired its
shares, unless the combination or the interested stockholder's acquisition of
shares was approved by the board of directors before the interested stockholder
acquired the shares. If this approval is obtained, the combination may be
consummated after the three-year period expires. If this approval is not
obtained, the combination may be consummated after the three-year period expires
if either (a)(i) the board of directors of the corporation approved, prior to
such person becoming an interested stockholder, the combination or the purchase
of shares by the interested stockholder or (ii) the combination is approved by
the affirmative vote of holders of a majority of voting power not beneficially
owned by the interested stockholder at a meeting called no earlier than three
years after the date the interested stockholder became such or (b)(x) the
aggregate amount of cash and the market value of consideration other than cash
to be received by holders of common shares and holders of any other class or
series of shares meets the minimum requirements set forth in Section 78.441
through 78.443, inclusive, and (y) prior to the consummation of the combination,
except in limited circumstances, the "interested stockholder" would not have
become the beneficial owner of additional voting shares of the corporation.

Nevada's "Control Share Acquisition Statute," Nevada Revised Statute
sections 78.378-78.3793, prohibits an acquiror, under certain circumstances,
from voting shares of a target corporation's stock after crossing certain
threshold ownership percentages, unless the acquiror obtains the approval of the
target corporation's stockholders. The Control Share Acquisition Statute only
applies to any Nevada corporation with at least 200 stockholders, including at
least 100 record stockholders who are Nevada residents, and which does business
directly or indirectly in Nevada. The Company does not intend to "do business"
in Nevada within the meaning of the Control Share Acquisition Statute.
Therefore, it is unlikely that the Control Share Acquisition Statute will apply
to the Company. The statute specifies three thresholds: at least one-fifth but
less than one-third, at least one-third but less than a majority, and a majority
or more, of the outstanding voting power. Once an acquiror crosses one of the
above thresholds, shares which it acquired in the transaction taking it over the
threshold or within ninety days thereof become "Control Shares," which are
deprived of the right to vote until a majority of the disinterested stockholders
restore that right. A special stockholders' meeting may be called at the request
of the acquiror to consider the voting rights of the acquiror's shares no more
than 50 days (unless the acquiror agrees to a later date) after the delivery by
the acquiror to the corporation of an information statement which sets forth the
range of voting power that the acquiror has acquired or proposes to acquire and
certain other information concerning the acquiror and the proposed control share
acquisition. If no such request for a stockholders' meeting is made,
consideration of the voting rights of the acquiror's shares must be taken at the
next special or annual stockholders' meeting. If the stockholders fail to
restore voting rights to the acquiror, or if the acquiror fails to timely
deliver an

information statement to the corporation, then the corporation may, if so
provided in its Articles or Bylaws, call certain of the acquirors shares for
redemption at the average price paid for the Control Shares by the acquiror. The
Company's Articles and Bylaws do not currently permit it to call an acquiror's
shares for redemption under these circumstances. The Control Share Acquisition
Statute also provides that in the event the stockholders restore full voting
rights to a holder of Control Shares which owns a majority of the voting stock,
then all other stockholders who do not vote in favor of restoring voting rights
to the Control Shares may demand payment for the "fair value" of their shares
(which is generally equal to the highest price paid by the acquiror in the
transaction subjecting the stockholder to the statute) unless the Articles or
Bylaws of the corporation provide otherwise.

PROVISIONS OF ARTICLES OF INCORPORATION AND BYLAWS

The Company's Articles and Bylaws include provisions that may have the
effect of discouraging, delaying or preventing a change in control of the
Company or an unsolicited acquisition proposal that a stockholder might consider
favorable, including a proposal that might result in the payment of a premium
over the market price for the shares held by stockholders. These provisions are
summarized in the following paragraphs.

CLASSIFIED BOARD OF DIRECTORS. The Articles provides for the Board of
Directors to be divided into three classes of directors serving staggered
three-year terms. The classification of the Board of Directors has the effect of
requiring at least two annual stockholder meetings, instead of one, to replace a
majority of members of the Board of Directors.

AUTHORIZED BUT UNISSUED OR UNDESIGNATED CAPITAL STOCK. The Company's
authorized capital stock will consist of 35,000,000 shares of Common Stock and
5,000,000 shares of Preferred Stock. After the Offering, the Company will have
outstanding 9,700,000 shares of Common Stock (assuming the Underwriters'
over-allotment option is not exercised). The authorized but unissued (and in the
case of Preferred Stock, undesignated) stock may be issued by the Board of
Directors in one more transactions. In this regard, the Company's Articles
grants the Board of Directors broad power to establish the rights and
preferences of authorized and unissued Preferred Stock. The issuance of shares
of Preferred Stock pursuant to the Board of Directors' authority described above
could decrease the amount of earnings and assets available for distribution to
holders of Common Stock and adversely affect the rights and powers, including
voting rights, of such holders and may also have the effect of delaying,
deferring or preventing a change in control of the Company. The Board of
Directors does not currently intend to seek stockholders' approval prior to any
issuance of Common Stock or Preferred Stock, unless otherwise required by law.
Pursuant to the Shareholder Agreement, the Company has agreed that it will not
issue any shares of capital stock (other than pursuant to the Stock Plan)
without the consent of Tech-Sym until such time as Tech-Sym no longer owns at
least 50% of the Company's outstanding Common Stock.

SPECIAL MEETING OF STOCKHOLDERS. The Bylaws provide that special meetings
of stockholders of the Company may only be called by (i) the Chairman of the
Board of Directors upon the written request of the Board of Directors pursuant
to a resolution approved by a majority of the Board of Directors or (ii) one or
more stockholders owning 50% or more of the outstanding Common Stock of the
Company.

STOCKHOLDER ACTION BY WRITTEN CONSENT. The Articles and Bylaws provide that
any action required or permitted by the stockholders of the Company must be
effected at a duly called annual or special meeting of the stockholders, and may
not be effected by any written consent of the stockholders.

NOTICE PROCEDURES. The Bylaws establish advance notice procedures with
regard to stockholder proposals relating to the nomination of candidates for
election as director, the removal of directors and amendments to the Articles or
Bylaws to be brought before annual meetings of stockholders of the Company.
These procedures provide that notice of such stockholder proposals must be
timely given in writing to the Secretary of the Company prior to the annual
meeting. Generally, to be timely, notice must be received at the principal
executive offices of the Company not less than 80 days prior to an annual
meeting (or if fewer than 90 days' notice or prior public disclosure of the date
of the annual meeting is given or made by the Company, not later than the tenth
day following the date on which the notice of the date of the annual meeting was
mailed or such public disclosure was made). The notice

must contain certain information specified in the Bylaws, including a brief
description of the business desired to be brought before the annual meeting and
certain information concerning the stockholder submitting the proposal.

TRANSFER AGENT

The Transfer Agent for the Common Stock is Continental Stock Transfer &
Trust Company, New York City, New York.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have 9,700,000 shares of
Common Stock outstanding (assuming the Underwriters' over-allotment option is
not exercised). The shares sold in the Offering will be freely tradable without
restriction or further registration, except for shares owned by "affiliates" of
the Company (as such term is defined under the Securities Act) which may be sold
subject to the resale limitations of Rule 144 promulgated under the Securities
Act ("Rule 144"). All of the remaining 7,700,000 outstanding shares are owned by
Tech-Sym and constitute "restricted securities" within the meaning of Rule 144.
Such shares may not be resold in a public distribution except pursuant to an
effective registration statement under the Securities Act or an applicable
exemption from registration, including pursuant to Rule 144. The Company has
entered into an agreement with Tech-Sym pursuant to which Tech-Sym will receive
three demand registration rights at the Company's expense for underwritten
offerings in excess of $25.0 million as well as certain piggyback registration
rights. See "Relationships with Tech-Sym -- Stock Restriction and Registration
Agreement."

Generally, Rule 144 provides that a person (or persons whose shares are
aggregated) who has beneficially owned "restricted" securities for at least two
years, including a person who may be deemed an "affiliate" of the Company, as
the term "affiliate" is defined under the Securities Act, is entitled to sell in
"brokers transactions" or in transactions directly with a "market maker," within
any three-month period, a number of shares that does not exceed the greater of
1% of the then outstanding shares of Common Stock or the average weekly trading
volume of the Common Stock on any national securities exchange and/or
over-the-counter market during the four calendar weeks preceding such sale.
Sales under Rule 144 are also subject to certain notice requirements and the
availability of current public information about the Company. A person (or
persons whose shares are aggregated) who is not deemed an "affiliate" of the
Company would be entitled to sell such shares under Rule 144 without regard to
the volume, public information, manner of sale or notice provisions and
limitations described above, once a period of at least three years has elapsed
since the later of the date the shares were acquired from the Company or from an
"affiliate" of the Company.

The Company may in the future grant options to purchase up to 1,500,000
shares of Common Stock under the Stock Plan to employees, directors and
consultants of the Company and any affiliate of the Company and in connection
therewith may file a registration statement on Form S-8 under the Securities Act
to register the shares of Common Stock issuable upon exercise of such options.
Shares registered under such registration statement will be freely tradeable by
holders who are not affiliates of the Company and, subject to the volume and
manner of sale limitations of Rule 144, by holders who are affiliates of the
Company. See "Management -- Equity Incentive Plan."

Each of the Company, its officers and directors and Tech-Sym have entered
into certain "lock up" agreements with Underwriters with respect to the sale of
shares of Common Stock of the Company. See "Underwriting."

Prior to the Offering, there has been no public market for the Common Stock
of the Company, and no prediction can be made as to the effect, if any, that
future sales of shares or the availability of shares for sale will have on the
market price for Common Stock prevailing from time to time. Sales of substantial
amounts of Common Stock in the public market, or the perception of the
availability of shares for sale, could adversely affect the prevailing market
price of the Common Stock and could impair the Company's ability to raise
capital through the sale of its equity securities.

UNDERWRITING

The Underwriters named below, represented by Morgan Keegan & Company, Inc.
and Howard, Weil, Labouisse, Friedrichs Incorporated (the "Representatives"),
have severally agreed, subject to the terms and conditions set forth in the
Underwriting Agreement, to purchase from the Company the number of shares of
Common Stock indicated below opposite their respective names at the initial
public offering price less the underwriting discount set forth on the cover page
of this Prospectus.

Number Of
Name Of Underwriter Shares
- ------------------------------------- ---------
Morgan Keegan & Company, Inc.........
Howard, Weil, Labouisse, Friedrichs
Incorporated.......................

---------
Total........................... 2,000,000
=========
The Underwriting Agreement provides that the Underwriters are obligated to
purchase all of the shares of Common Stock offered hereby (other than those
covered by the over-allotment option described below) if any such shares are
purchased. The Company has been advised that the Underwriters propose to offer
the Common Stock to the public at the initial public offering price set forth on
the cover page of this Prospectus and to certain dealers at such price less a
concession not in excess of $ per share of Common Stock. The Underwriters
may allow, and such dealers may reallow, a discount not in excess of $ per
share to other dealers. The initial public offering price and the concessions
and discount to dealers may be changed by the Underwriters after the public
offering.

The Company has granted to the Underwriters an option, exercisable for 30
days from the date of this Prospectus, to purchase on a pro rata basis up to
300,000 additional shares of Common Stock from the Company at the initial public
offering price, less underwriting discounts, as shown on the cover page of this
Prospectus. The Underwriters may exercise such option solely for the purpose of
covering over-allotments incurred in the sale of the shares of Common Stock
offered hereby.

The Company has agreed to indemnify the Underwriters or to contribute to
losses arising out of certain liabilities, including liabilities under the
Securities Act.

The Company, the Company's officers and directors, and Tech-Sym (in the
aggregate, representing 79.4% of the shares outstanding after the Offering) have
agreed that, for a period of 180 days from the date of this Prospectus, they
will not, directly or indirectly, offer, sell, offer to sell, contract to sell,
grant any option to purchase, or otherwise dispose (or announce any offer, sale,
grant of any option to purchase, or other disposition) of any additional shares
of Common Stock, or any securities convertible into, or exercisable or
exchangeable for, shares of Common Stock, without the prior written consent of
the Underwriters.

The Representatives have informed the Company that the Underwriters do not
intend to confirm sales to any accounts over which they exercise discretionary
authority.

Prior to this Offering, there has been no public market for the shares of
Common Stock. Consequently, the initial public offering price will be determined
through negotiations among the Company and the Representatives. Among the
factors considered in making such determination will be the prevailing market
conditions, the Company's financial and operating history and conditions, the
Company's prospects and the prospects for its industry in general, the
management of the Company, and the market prices of securities for companies in
business related to that of the Company.

The Company intends to make an application to list the Common Stock on the
Nasdaq National Market under the symbol "GSCI." The Company has been advised by
the Representatives that each of the Representatives presently intends to make a
market in the Common Stock offered hereby; the Representatives are not obligated
to do so, however, and any market making activity may be

discontinued at any time. There can be no assurance that an active public market
for the Common Stock will develop and continue after the Offering.

At the request of the Company, the Underwriters have reserved up to 150,000
shares of Common Stock for sale at the initial public offering price to
directors, officers, employees, business associates and related persons of the
Company. The number of shares of Common Stock available for sale to the general
public will be reduced to the extent such persons purchase such reserved shares.
Any reserved shares which are not purchased will be offered by the Underwriters
to the general public on the same basis as the other shares offered hereby.

LEGAL MATTERS

Certain legal matters in connection with the shares of Common Stock offered
hereby are being passed upon for the Company by Andrews & Kurth L.L.P., Houston,
Texas, and for the Underwriters by Vinson & Elkins L.L.P., Houston, Texas.
Certain matters of Nevada law will be passed upon by Kummer, Kaempher, Bonner &
Renshaw, Las Vegas, Nevada. Andrews & Kurth L.L.P. and Vinson & Elkins L.L.P.
will rely upon the opinion of Kummer, Kaempher, Bonner & Renshaw as to matters
of Nevada law.

EXPERTS

The combined financial statements of GeoScience Corporation as of December
31, 1994 and 1995 and for each of the three years in the period ended December
31, 1995 and balance sheet of GeoScience Corporation as of March 31, 1996
included in this Prospectus have been so included in reliance on the reports of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

AVAILABLE INFORMATION

The Company has not previously been subject to the reporting requirements
of the Exchange Act. The Company has filed a registration statement on Form S-1
(the "Registration Statement") with the Securities and Exchange Commission (the
"Commission") under the Securities Act with respect to the offer and sale of
Common Stock pursuant to this Prospectus. This Prospectus, filed as a part of
the Registration Statement, does not contain all of the information set forth in
the Registration Statement or the exhibits and schedules thereto as permitted by
the rules and regulations of the Commission, and reference is hereby made to
such omitted information. Statements in this Prospectus as to the contents of
any contract, agreement or other document filed as an exhibit to the
Registration Statement are summaries of the terms of such contracts, agreements
or documents and are not necessarily complete; however, management of the
Company believes that all material aspects of such contracts, agreements and
documents are described in the Prospectus. Reference is made to each such
exhibit for a more complete description of the matters involved, and such
statements are qualified in their entirety by such reference. The Registration
Statement (including the exhibits and schedules thereto) filed with the
Commission may be inspected, without charge, at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the Commission located at
Northeast Regional Office, Seven World Trade Center, 13th Floor, New York, New
York 10048, and Suite 1400, Midwest Regional Office, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such materials may be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and its public reference facilities in New York, New
York, and Chicago, Illinois, at prescribed rates. The Company intends to make an
application to list the Common Stock on the Nasdaq National Market and, if
approved for listing, the Company will be required to file copies of certain
documents and information filed with the Commission with The Nasdaq Stock
Market, and such documents and information may be inspected at the offices of
The Nasdaq Stock Market at 1735 K Street, Washington, D.C. 20006.

The Company intends to furnish its stockholders with annual reports
containing audited financial statements certified by independent public
accountants.

INDEX TO FINANCIAL STATEMENTS
Page
----
GEOSCIENCE CORPORATION AND AFFILIATED ENTITIES
Report of Independent Accountants................................... F-2

Combined Balance Sheet as of December 31, 1994
and 1995 and as of March 31, 1996 (unaudited)..................... F-3

Combined Statements of Income for the Years Ended
December 31, 1993, 1994 and 1995 and for the
three months ended March 31, 1995 and 1996
(unaudited)........................................................ F-4

Combined Statement of Changes in Shareholder's
Investment for the Years Ended December 31,
1993, 1994 and 1995 and for the three months
ended March 31, 1996 (unaudited).................................. F-5

Combined Statements of Cash Flows for the Years
Ended December 31, 1993, 1994 and 1995 and for
the three months ended March 31, 1995 and 1996
(unaudited)....................................................... F-6

Notes to Combined Financial Statements.............................. F-7

GEOSCIENCE CORPORATION
Report of Independent Accountants................................... F-18

Balance Sheet as of March 31, 1996.................................. F-19

Notes to Balance Sheet.............................................. F-20

GEOSCIENCE CORPORATION (UNAUDITED PRO FORMA)
Unaudited Pro Forma Consolidated Balance Sheet
as of December 31, 1995........................................... F-22

Unaudited Pro Forma Consolidated Balance Sheet
as of March 31, 1996.............................................. F-23

Unaudited Pro Forma Consolidated Income Statement
for the Year Ended December 31, 1995.............................. F-24

Unaudited Pro Forma Consolidated Income Statement
for the Three Months Ended March 31, 1996......................... F-25

Notes to Unaudited Pro Forma Consolidated Balance
Sheets and Income Statements...................................... F-26

F-1
REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors of
Tech-Sym Corporation:

In our opinion, the accompanying combined balance sheet and the related
combined statements of income, of cash flows and of changes in shareholder's
investment present fairly, in all material respects, the financial position of
GeoScience Corporation and affiliated entities (see Note 1) at December 31, 1994
and 1995, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP

Houston, Texas
March 20, 1996

F-2

GEOSCIENCE CORPORATION
(See Note 1)
COMBINED BALANCE SHEET
(In Thousands)

December 31, Unaudited
-------------------- March 31,
1994 1995 1996
--------- --------- ---------
ASSETS
Current assets:
Cash and cash equivalents....... $ 1,884 $ 1,668 $ 381
Receivables..................... 22,269 28,291 30,897
Inventories..................... 16,629 32,916 35,351
Other........................... 1,697 2,508 1,049
--------- --------- ---------
Total current assets...... 42,479 65,383 67,678
Property, plant and equipment........ 15,613 22,550 23,875
Long-term receivables................ 3,170 2,990 2,739
Other assets......................... 5,407 7,967 8,909
--------- --------- ---------
Total assets.............. $ 66,669 $ 98,890 $ 103,201
========= ========= =========
LIABILITIES
Current liabilities:
Notes payable and current
maturities of long-term
debt......................... $ 4,343 $ 11,681 $ 13,004
Accounts payable................ 6,341 11,370 7,784
Unearned revenue................ 1,004 5,897 5,680
Taxes on income................. 149 482 577
Payable to Tech-Sym
Corporation.................. 14,940 23,554 29,455
Other accrued liabilities....... 5,477 6,238 6,726
--------- --------- ---------
Total current
liabilities............. 32,254 59,222 63,226
Long-term debt....................... 2,728 5,386 5,260
Other liabilities and deferred
credits............................ 1,821 1,014 1,188
--------- --------- ---------
Total liabilities......... 36,803 65,622 69,674
--------- --------- ---------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDER'S INVESTMENT
Common stock......................... 1 1 1
Additional capital................... 4,553 4,553 4,553
Accumulated earnings................. 25,530 28,930 29,304
Cumulative translation adjustments... (218) (216) (331)
--------- --------- ---------
Total shareholder's
investment.............. 29,866 33,268 33,527
--------- --------- ---------
Total liabilities and
shareholder's
investment.............. $ 66,669 $ 98,890 $ 103,201
========= ========= =========
The accompanying notes are an integral part of these combined financial
statements.

F-3

GEOSCIENCE CORPORATION
(See Note 1)
COMBINED STATEMENT OF INCOME
(in thousands)

<TABLE>
<CAPTION>
Unaudited
For The Three Months
For The Year Ended December 31, Ended March 31,
------------------------------- --------------------
1993 1994 1995 1995 1996
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Revenue:
Equipment sales................. $ 46,436 $ 49,076 $ 67,470 $ 11,715 $ 20,269
Software sales.................. 6,456 7,254 9,654 2,094 2,459
Maintenance and other........... 7,199 7,056 7,101 1,697 2,022
--------- --------- --------- --------- ---------
60,091 63,386 84,225 15,506 24,750
--------- --------- --------- --------- ---------
Cost of revenue:
Cost of equipment sales......... 22,117 23,719 39,886 6,739 12,421
Cost of software sales.......... 780 1,159 1,012 318 335
Cost of maintenance and other... 3,943 3,304 3,077 813 675
--------- --------- --------- --------- ---------
26,840 28,182 43,975 7,870 13,431
--------- --------- --------- --------- ---------
Gross profit.............. 33,251 35,204 40,250 7,636 11,319
--------- --------- --------- --------- ---------
Expenses:
Selling, general and
administrative expense....... 14,390 15,818 21,038 4,864 6,713
Research and development
expense...................... 9,761 10,364 12,827 3,032 3,491
Interest expense................ 869 997 2,005 241 601
Interest and other income,
net.......................... (146) (469) (1,415) (81) (36)
--------- --------- --------- --------- ---------
24,874 26,710 34,455 8,056 10,769
--------- --------- --------- --------- ---------
Income from continuing
operations
before income taxes..... 8,377 8,494 5,795 (420) 550
Provision for income taxes........... 2,595 2,775 1,816 (110) 176
--------- --------- --------- --------- ---------
Income from continuing
operations.............. 5,782 5,719 3,979 (310) 374
Discontinued operations:
Loss from operations of
discontinued Syntron Pressure
Controls division less
applicable income tax
benefits..................... (931) (926) (435) (209) --
Loss on disposal of Syntron
Pressure Controls division
less applicable income tax
benefits..................... -- -- (144) -- --
--------- --------- --------- --------- ---------
Net income................ $ 4,851 $ 4,793 $ 3,400 $ (519) $ 374
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.

F-4

GEOSCIENCE CORPORATION
(See Note 1)
COMBINED STATEMENT OF CHANGES IN SHAREHOLDER'S INVESTMENT
(in thousands)

<TABLE>
<CAPTION>
Cumulative
Common Additional Accumulated Translation
Stock Capital Earnings Adjustments Total
------- ---------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1992........... $ -- $2,177 $ 8,502 $(241) $ 10,438
Adjustment for pooling of interest
(Note 2)........................... -- 2,376 7,384 -- 9,760
------- ---------- ----------- ----------- ---------
Balance, December 31, 1992 as
restated........................... -- 4,553 15,886 (241) 20,198
Net income for year.................. -- -- 4,851 -- 4,851
Currency translation adjustment...... -- -- -- (185) (185)
------- ---------- ----------- ----------- ---------
Balance, December 31, 1993........... -- 4,553 20,737 (426) 24,864
Net income for year.................. -- -- 4,793 -- 4,793
Currency translation adjustment...... -- -- -- 208 208
Issuance of Symtronix Corporation
common stock....................... 1 -- -- -- 1
------- ---------- ----------- ----------- ---------
Balance, December 31, 1994........... 1 4,553 25,530 (218) 29,866
Net income for year.................. -- -- 3,400 -- 3,400
Currency translation adjustment...... -- -- -- 2 2
------- ---------- ----------- ----------- ---------
Balance, December 31, 1995........... 1 4,553 28,930 (216) 33,268
Net income for quarter (unaudited)... -- -- 374 -- 374
Currency translation adjustment
(unaudited)........................ -- -- -- (115) (115)
------- ---------- ----------- ----------- ---------
Balance, March 31, 1996
(unaudited)........................ $ 1 $4,553 $29,304 $(331) $ 33,527
======= ========== =========== =========== =========
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.

F-5

GEOSCIENCE CORPORATION
(See Note 1)
COMBINED STATEMENT OF CASH FLOWS
(in thousands)

<TABLE>
<CAPTION>
Unaudited
For The Three Months
For The Year Ended December 31, Ended March 31,
-------------------------------- ---------------------
1993 1994 1995 1995 1996
--------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)............... $ 4,851 $ 4,793 $ 3,400 $ (519) $ 374
Adjustments to reconcile net
income to net cash provided by
(used for) operating
activities:
Receivable allowances...... 120 1,059 1,370 222 172
Depreciation and
amortization............. 3,835 4,573 6,108 1,347 1,635
Deferred income taxes...... (544) 38 (485) -- --
Change in operating assets and liabilities:
Receivables................ (4,047) (8,101) (5,231) (6,251) (2,893)
Inventories................ (1,185) (4,879) (15,694) (6,129) (2,435)
Other current assets....... (811) (467) (701) (706) 1,459
Long-term receivables...... (1,124) (2,175) (219) 547 251
Other assets............... (1,622) (426) (767) 293 (1,398)
Accounts payable........... 359 4,174 4,058 6,397 (3,586)
Unearned revenue........... 47 213 4,893 3,216 (217)
Taxes on income............ (476) 455 128 360 95
Other liabilities.......... 3,466 (488) (540) 2,261 662
Payable to Tech-Sym........ 5,270 3,192 4,005 (234) 1,497
--------- --------- ---------- --------- ----------
Net cash provided by (used for)
operating activities.......... 8,139 1,961 325 804 (4,384)
--------- --------- ---------- --------- ----------
Cash flows from investing activities:
Capital expenditures............ (3,536) (4,626) (9,820) (1,864) (2,504)
Payments for purchases of
businesses.................... -- (3,000) (4,078) -- --
--------- --------- ---------- --------- ----------
Net cash used for investing
activities.................... (3,536) (7,626) (13,898) (1,864) (2,504)
--------- --------- ---------- --------- ----------
Cash flows from financing activities:
Borrowings from Tech-Sym
Corporation................... 1,200 3,478 10,374 1,350 4,429
Payments to Tech-Sym
Corporation................... (2,000) (4,078) (5,765) (335) (25)
Borrowings under lines of credit
agreements.................... 3,983 4,000 16,685 (227) 2,461
Payments under lines of credit
agreements.................... (7,932) -- (13,044) -- (1,132)
Proceeds from long-term debt.... 1,709 7,284 -- --
Payments on long-term debt...... (211) (336) (2,177) (70) (132)
--------- --------- ---------- --------- ----------
Net cash provided by (used for)
financing activities.......... (4,960) 4,773 13,357 718 5,601
--------- --------- ---------- --------- ----------
Net increase (decrease) in cash and
cash equivalents................... (357) (892) (216) (342) (1,287)
Cash and cash equivalents at
beginning of period........... 3,133 2,776 1,884 1,884 1,668
--------- --------- ---------- --------- ----------
Cash and cash equivalents at end
of period..................... $ 2,776 $ 1,884 $ 1,668 $ 1,542 $ 381
========= ========= ========== ========= ==========
Supplemental Cash Flow Information:-
Cash Transactions:
Interest paid to third
parties....................... $ 203 $ 228 $ 535 $ 156 $ 506
========= ========= ========== ========= ==========
Income taxes paid to third
parties, net.................. $ 18 $ 8 $ 63 $ -- $ --
========= ========= ========== ========= ==========
Non-Cash Transactions:
Non-cash consideration for
acquisition................... $ -- $ 2,560 $ -- $ -- $ --
========= ========= ========== ========= ==========
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.

F-6

GEOSCIENCE CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 1 -- DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

The combined financial statements include the accounts of Syntron, Inc. and
subsidiaries (Syntron); CogniSeis Development, Inc. and subsidiaries
(CogniSeis); and Symtronix Corporation (Symtronix), (collectively, the
GeoScience Corporation) all of which were subsidiaries of Tech-Sym Corporation
(Tech-Sym) at December 31, 1995.

GeoScience Corporation (the Company) designs, develops and manufactures
seismic data exploration systems, geoscientific software, and related products.
The Company operates in one industry segment across geographically diverse
markets. Tech-Sym is a publicly-held high technology company that designs,
develops, and manufactures electronic systems and components used in diverse
markets including communications, geoscience, and defense.

INTERIM FINANCIAL INFORMATION:

The unaudited combined balance sheet as of March 31, 1996 and related
statements of income and of cash flows for the three months ended March 31, 1995
and 1996, and of changes in shareholder's investment for the three months ended
March 31, 1996 include, in the opinion of management, all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation of
these interim financial statements. All information as of March 31, 1996 and for
the three months ended March 31, 1995 and 1996 included in the combined
financial statements is unaudited.

PRINCIPLES OF COMBINATION:

The combined financial statements include the accounts of GeoScience
Corporation including its interest in less than majority owned entitites
accounted for using the equity method. The Company's interest in these less than
majority owned entities is not significant to its financial position, results of
operations, or cash flows.

All significant intercompany accounts and transactions have been eliminated
in the combined financial statements.

USE OF ESTIMATES:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of certain assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and the related reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS:

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

REVENUE RECOGNITION:

Revenue from the sale of hardware products and software licenses are
recognized at the time of shipment unless significant future obligations remain.
In these instances, revenue is not recognized until obligations have been
satisfied or are no longer significant. Maintenance and other revenue are
comprised of post-contract customer support agreements and equipment rentals.
Post-contract customer support agreements are recorded as unearned revenue and
recognized as revenue ratably over the contract period.

F-7

GEOSCIENCE CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Revenue on sales where the right of exchange for credit exists are deferred
until the right of exchange has expired. At December 31, 1995 revenues of
$3,433,000 had been deferred under these agreements, and are included in
unearned revenue.

INVENTORIES:

Inventories are valued at the lower of cost or market. Cost is determined
principally on the first-in, first-out method.

DEPRECIATION AND AMORTIZATION:

Depreciation of plant and equipment is provided by the straight-line method
over their estimated useful lives. Major renewals and betterments are
capitalized while minor replacements, maintenance, and repairs which do not
extend useful lives are expensed. The cost and accumulated depreciation
applicable to assets retired or sold are removed from the respective accounts
and the resultant gain or loss is recognized at that time.

Goodwill is amortized by the straight-line method over five to seven years.
Amortization expense was $50,000, $117,000, and $398,000, in 1993, 1994, and
1995, respectively. Goodwill of $3,350,000, $6,579,000, and $6,629,000 at
December 31, 1994, December 31, 1995, and March 31, 1996, respectively, is
included in other assets and is net of accumulated amortization of $351,000,
$749,000, and $1,175,000 at December 31, 1994, December 31, 1995 and March 31,
1996, respectively. At each balance sheet date, the Company evaluates the
realizability of goodwill based upon expectations of undiscounted cash flows
from operations and operating income for subsidiaries having material goodwill
balances. The Company believes that no material impairment of goodwill exists at
December 31, 1995.

SOFTWARE DEVELOPMENT COSTS:

Costs of developing software for sale are charged to expense when incurred
as research and development until technological feasibility has been established
for the product. Thereafter, software development costs are capitalized until
the software is ready for general release to customers. Once the software is
ready for general release, amortization of the software development costs
begins. Amortization is calculated as the greater of the amount computed by
applying the ratio of revenues generated during the current year to currently
anticipated gross revenues over the remainder of the product life or by applying
the straight-line method over the currently estimated remaining product life to
the amount capitalized. Capitalized software development costs are generally not
amortized over periods which exceed five years. At each balance sheet date, the
Company evaluates the net realizable value of capitalized software development
costs. The unamortized portion of capitalized software development costs in
excess of net realizable value is charged to expense. For this purpose, net
realizable value is the estimated future gross revenues from each product,
reduced by estimated future costs of completion and disposal, including customer
support and maintenance.

Unamortized software development costs at December 31, 1994 and 1995 were
$316,000 and $773,000, respectively. During the years ended December 31, 1993,
1994 and 1995, $ - 0 - , $29,000 and $69,000, respectively, were charged to
expense for amortization. At March 31, 1996 unamortized software development
costs were $808,000, and $23,000 was charged to expense for amortization for the
three months then ended.

INCOME TAXES:

The provision for income taxes is computed based on the pretax income
included in the combined statement of income. For each of the three years ended
December 31, 1995, the Company was included in a consolidated U.S. Federal
income tax return with Tech-Sym. The Company's provision for income

F-8

GEOSCIENCE CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
taxes is based on a tax sharing arrangement with Tech-Sym and is not
significantly different from that which would result from a separate
consolidated return for the Company. U.S. Federal income taxes currently payable
reflected in the balance sheet are due to Tech-Sym.

Research and development tax credits are recorded to the extent allowable
as a reduction of the provision for federal income taxes in the year the
qualified research and development expenditures are incurred. The asset and
liability approach is used to recognize deferred tax liabilities and assets for
the expected future tax consequences of temporary differences between the
carrying amounts and the tax bases of assets and liabilities.

The Company has not recorded a deferred income tax liability for additional
U.S. Federal income taxes that would result from the distribution of earnings of
its foreign subsidiaries, if they were actually repatriated. The Company intends
to indefinitely reinvest the undistributed earnings of its foreign subsidiaries.
Any federal income taxes on such earnings, if remitted, would generally be
offset by available foreign tax credits.

FOREIGN CURRENCY TRANSLATION:

The Company's foreign subsidiaries use the local currency as their
functional currency. Accordingly, assets and liabilities of the Company's
foreign subsidiaries are translated using the exchange rates in effect at the
balance sheet date, while income and expenses are translated using average
rates. Translation adjustments are reported as a separate component of
shareholder's investment.

RECENT PRONOUNCEMENTS:

In 1995, Financial Accounting Standards No. 121 (FAS 121), ACCOUNTING FOR
THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF,
was issued and is effective for fiscal years commencing after December 15, 1995.
The future adoption of FAS 121 is not expected to have a material effect on the
Company's combined financial position or operating results.

NOTE 2 -- ACQUISITIONS

Syntron acquired certain of the assets of Digicon, Inc. formerly used by
Digicon in its marine engineering, land engineering, and cable and canister
repair facilities in September 1994 for an aggregate purchase price of
$5,560,000 in cash and other consideration. The purchase price exceeded the fair
value of the net assets acquired by $2,975,000 and this amount is being
amortized over 5 years.

CogniSeis acquired Photon Systems Ltd., a company that develops, markets,
and licenses seismic and geologic interpretation software in September 1995 for
an aggregate purchase price of $2,252,000. The purchase price exceeded the fair
value of the net assets acquired by $3,986,000 and this amount is being
amortized over five to seven years. In addition, in connection with the
acquisition, $306,000 of the purchase price was allocated to in-process
technology which was expensed at the date of acquisition. During the three
months ended March 31, 1996 the purchase price of Photon was adjusted, which
resulted in a $400,000 increase in goodwill.

The acquisitions noted above were accounted for as purchases. Accordingly,
the operating results of the acquired businesses and the fair values of the
acquired assets and assumed liabilities were included in the Company's combined
financial statements as of their acquisition dates.

F-9

GEOSCIENCE CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

With regard to Syntron's 1994 purchase of certain assets from Digicon,
historical and pro forma information related to the purchased assets have not
been presented because the purchased assets are not considered, individually or
together, to constitute a business, primarily due to the change in the use of
such assets by Syntron. The following summary, prepared on a pro forma basis,
combines the operating results as if the 1995 acquisition had occurred as of the
beginning of the periods presented. The summary includes the impact of certain
adjustments such as goodwill amortization and estimated changes in interest
income due to cash outlays associated with the transaction and the related
income tax effects (in thousands):

Year Ended December
31,
--------------------
1994 1995
--------- ---------
(unaudited)
Revenue.............................. $ 68,583 $ 87,161
Income from continuing operations.... 4,815 2,430

The pro forma results are not necessarily indicative of what actually would
have occurred if the acquisition had been in effect for the entire periods
presented. In addition, they are not intended to be a projection of future
results and do not reflect any synergies that might be achieved from the
combined operations.

During 1995, the Company made several other acquisitions which were not
significant in the aggregate.

Tech-Sym acquired CogniSeis Development, Inc., a company which develops,
markets, and licenses seismic processing and geologic interpretation systems in
June 1995 in a transaction accounted for as a pooling-of-interests. In
connection with the acquisition, Tech-Sym issued 737,781 of its shares in
exchange for all of the outstanding shares of common stock of CogniSeis. The
combined financial statements include the operating results of CogniSeis for all
periods presented. Separate operating results of CogniSeis for the periods prior
to the merger are as follows (in thousands):

Year Ended December
31,
-------------------- Six Months Ended
1993 1994 June 30, 1995
--------- --------- ----------------
Unaudited
Revenue.............................. $ 14,938 $ 16,012 $ 9,716
Net loss............................. (967) (120) (46)

NOTE 3 -- DISCONTINUED OPERATIONS

On June 15, 1995, the Company sold substantially all of the operating
assets of the Syntron Pressure Controls division (SPC) to an unrelated party.
Total consideration received from the sale was $1,270,000 in cash as well as
contingent consideration in the form of future royalties to be paid to the
Company by the purchaser. These royalties are based on future sales of certain
Company-developed products and are not expected to be significant to the Company
in the future. Syntron Pressure Controls division was engaged in the business of
designing and manufacturing wellhead pressure control equipment such as
electronically controlled blow-out prevention devices and related products sold
to customers engaged in oil and gas production. Management believes SPC
represented a separate line of business from the Company. The pretax loss of
$224,000 on disposition has been accounted for as a loss from discontinued
operations and prior years financial statements have been reclassified to
reflect the disposition. Revenue of this division for 1993, 1994, and 1995 were
$1,202,000, $1,670,000, and $1,472,000, respectively.

F-10

GEOSCIENCE CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 4 -- RECEIVABLES AND LONG-TERM RECEIVABLES

Receivables at December 31, 1994 and 1995 are net of reserves for doubtful
trade accounts of $742,000 and $660,000, respectively. Included in receivables
at December 31, 1994 and 1995 are the current portion of long-term receivables
of $4,150,000 and $3,378,000, respectively, which are net of reserves for
doubtful accounts.

The current portion of long-term receivables and long-term receivables are
net of reserves for doubtful accounts of $750,000 and $510,000 at December 31,
1994 and 1995, respectively.

Long-term receivables bear interest at rates between 10% and 12% are due to
the Company in monthly installments through May 1998. Long-term receivables are
secured by equipment sold.

NOTE 5 -- INVENTORIES

Inventories which consist principally of electronic parts are summarized as
follows (in thousands):

December 31,
-------------------- March 31,
1994 1995 1996
--------- --------- ---------
Raw materials........................ $ 4,311 $ 13,870 $11,062

Work in process...................... 8,029 12,784 14,481
Finished goods....................... 4,289 6,262 9,808
--------- --------- ---------
$ 16,629 $ 32,916 $35,351
========= ========= =========

Included in finished goods inventories reflected above are components on
loan to customers of $250,000 and $1,850,000 at December 31, 1994 and 1995,
respectively. Such inventories are recorded at net realizable value.

NOTE 6 -- PROPERTY, PLANT AND EQUIPMENT

The components of property, plant and equipment are summarized as follows
(dollars in thousands):
<TABLE>
<CAPTION>
December 31,
Estimated ------------------------ March 31,
Lives 1994 1995 1996
---------- ----------- ----------- ---------
At cost:
<S> <C> <C> <C> <C>
Land, buildings and
improvements................. 10-35 $ 7,038 $ 8,034 $ 7,743
Machinery and equipment......... 3-12 20,734 30,540 36,905
Lease units..................... 1-3 3,040 3,638 --
----------- ----------- ---------
30,812 42,212 44,648
Less accumulated depreciation........ (15,199) (19,662) (20,773)
----------- ----------- ---------
$ 15,613 $ 22,550 $ 23,875
=========== =========== =========
</TABLE>
Lease units represent systems at customer sites under operating leases.
Such units are amortized over the term of the lease. Accumulated depreciation on
lease units reflected above totaled $1,686,000 and $2,852,000 as of December 31,
1994 and 1995, respectively.

Depreciation expense was $3,131,000, $4,219,000, and $5,259,000 for 1993,
1994, and 1995, respectively.

NOTE 7 -- NOTES PAYABLE AND LONG-TERM DEBT

At December 31, 1995, the Company had unused short-term lines of credit
aggregating approximately $4,096,000. Borrowings under these lines may be made
in such amounts and at such maturities

F-11

GEOSCIENCE CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
and interest rates as are offered by the banks and accepted by the Company at
the time of each borrowing. The lines of credit contain certain restrictive
covenants including limitations on assets sales, limitations on indebtedness,
limitations on investments and certain financial covenants and ratios. At
December 31, 1994 and 1995, borrowings under lines of credit totaled $4,000,000
and $10,163,000, respectively. Interest rates on such borrowings outstanding
were 8.5% at December 31, 1994 and 1995. The repayment of indebtedness
outstanding under these facilities at December 31, 1994 and 1995 is guaranteed
by Tech-Sym.

The components of long-term debt are summarized as follows (dollars in
thousands):

December 31,
--------------------
1994 1995
--------- ---------
Notes to banks:
Term loan, unsecured at 5.30%
maturing in 2000................... $ -- $ 2,825
Other notes:
Real estate mortgage notes, due in
monthly installments of $29
including interest at 8.75% to 9.9%
maturing at various dates through
2004............................... 2,026 1,854
Notes secured by equipment, due in
monthly installments with interest
at 4.125% to 7.7% maturing at
various dates through 2002......... 1,045 1,369
Other................................ -- 856
--------- ---------
3,071 6,904
Less current maturities.............. 343 1,518
--------- ---------
$ 2,728 $ 5,386
========= =========

The term loan is denominated in Singapore Dollars with an outstanding
balance of 4,000,000 Singapore Dollars at December 31, 1995 and is guaranteed by
Tech-Sym under a letter of credit.

Aggregate maturities of long-term debt due after 1996 are $917,000 in 1997,
$831,000 in 1998, $790,000 in 1999, $1,862,000 in 2000, $444,000 in 2001, and
$542,000 thereafter.

At December 31, 1995, $1,784,000 of machinery and equipment and $3,899,000
of land, buildings and improvements were pledged as collateral to secure various
long-term debt obligations.

NOTE 8 -- INCOME TAXES

The components of income before income taxes were as follows (in
thousands):

Year Ended December 31,
-------------------------------
1993 1994 1995
--------- --------- ---------
Continuing operations
Domestic........................ $ 7,974 $ 6,368 $ 4,751
Foreign......................... 403 2,126 1,044
--------- --------- ---------
8,377 8,494 5,795
Discontinued operations
Domestic........................ (1,432) (1,425) (891)
--------- --------- ---------
$ 6,945 $ 7,069 $ 4,904
========= ========= =========

F-12

GEOSCIENCE CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The provision for income taxes consists of the following (in thousands):

Year Ended December 31,
-------------------------------
1993 1994 1995
--------- --------- ---------
Current tax expense
U.S. Federal.................... $ 1,993 $ 1,598 $ 1,516
State and local................. 139 124 186
Foreign......................... 506 516 287
--------- --------- ---------
Total current............. 2,638 2,238 1,989
--------- --------- ---------
Deferred tax expense
U.S. Federal.................... (544) (137) (669)
Foreign......................... -- 175 184
--------- --------- ---------
Total deferred............ (544) 38 (485)
--------- --------- ---------
Total provision........... $ 2,094 $ 2,276 $ 1,504
========= ========= =========

The total provision for (benefit of) income taxes has been allocated as
follows (in thousands):

Year Ended December 31,
-------------------------------
1993 1994 1995
--------- --------- ---------

Continuing operations................ $ 2,595 $ 2,775 $ 1,816
Discontinued operations
Loss from operations...... (501) (499) (234)
Loss on disposal.......... -- -- (78)
--------- --------- ---------
$ 2,094 $ 2,276 $ 1,504
========= ========= =========

The income tax expense for 1993, 1994, and 1995 resulted in effective tax
rates of 30.2%, 32.2%, and 30.7%, respectively. The reasons for the differences
between these effective tax rates and the U.S. statutory rate of 35% are as
follows (in thousands):

Year Ended December 31,
-------------------------------
1993 1994 1995
--------- --------- ---------
Federal taxes on income at statutory
rates.............................. $ 2,431 $ 2,474 $ 1,716
State income taxes, net.............. 91 80 121
Foreign Sales Corporation benefit.... (363) (249) (305)
Research and development tax
credits............................ (225) (64) 23
Foreign tax expense, net............. 160 (169) (229)
Non-deductible amortization.......... 39 38 98
Other, net........................... (39) 166 80
--------- --------- ---------
$ 2,094 $ 2,276 $ 1,504
========= ========= =========

The Company increased its U.S. deferred tax liabilities and assets in 1993
as a result of legislation enacted during 1993 which increased the corporate tax
rate to 35% from 34% retroactive to January 1, 1993. The increase had an
immaterial effect on the combined financial statements.

F-13

GEOSCIENCE CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Deferred tax liabilities (assets) at December 31, 1994 and 1995 are
comprised of the following (in thousands):

December 31, December 31,
1994 1995
------------ ------------
Deferred tax liabilities
Depreciation.................... $ 701 $ 846
Deferred sales.................. 239 --
Software development costs...... 121 305
Intangible amortization......... 97 --
Other........................... 90 87
------------ ------------
Gross deferred tax
liabilities............. 1,248 1,238
------------ ------------
Deferred tax assets
Compensated absences accruals... (110) (110)
Inventory accounting and
valuation allowance.......... (512) (523)
Net operating loss carry
forwards........................ (63) (80)
Receivable valuation
allowances................... (289) (439)
Accrued sales and other
credits...................... (51) --
Intangible amortization......... -- (451)
Research and development tax
credit....................... (927) (957)
Other........................... (217) (138)
------------ ------------
Gross deferred tax
assets.................. (2,169) (2,698)
------------ ------------
Deferred tax asset valuation
allowance....................... 590 644
------------ ------------
$ (331) $ (816)
============ ============

A deferred tax asset valuation allowance is provided to reduce deferred tax
assets to a level which, more likely than not, will be realized. These amounts
relate to operating loss carry forwards of the Company's foreign subsidiaries
and certain tax credits. The deferred tax assets reflect management's estimate
of the amount which will be realized from future profitability which can be
predicted with reasonable certainty. The deferred tax asset valuation allowance
increased by $291,000 in 1993, decreased by $109,000 in 1994, and increased by
$54,000 in 1995.

Deferred tax assets of $941,000 and $1,209,000 were included in other
current assets at December 31, 1994 and 1995, respectively. Deferred tax
liabilities of $610,000 and $393,000 were included in other liabilities at
December 31, 1994 and 1995, respectively.

NOTE 9 -- SHAREHOLDER'S INVESTMENT

The combined common stock balance is composed of 1,000 issued and
outstanding shares of $.01 par value common stock of Syntron, 1,000 issued and
outstanding shares of $.01 par value common stock of CogniSeis, and 1,000 issued
and outstanding shares of $1.00 par value common stock of Symtronix. Syntron has
3,000 shares of common stock authorized; CogniSeis and Symtronix each have 1,000
shares of common stock authorized.

F-14

GEOSCIENCE CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The components of shareholder's investment for each of the combined
companies is as follows (in thousands):
<TABLE>
<CAPTION>

Cumulative
Common Additional Accumulated Translation Total
Stock Capital Earnings Adjustments Equity
--------- ---------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
December 31, 1994
Syntron......................... $ -- $ 2,177 $19,474 $ (218) $ 21,433
CogniSeis....................... -- 2,376 6,296 -- 8,672
Symtronix....................... 1 -- (240) -- (239)
--------- ---------- ----------- ----------- ---------
Total December 31, 1994... $ 1 $ 4,553 $25,530 $ (218) $ 29,866
========= ========== =========== =========== =========
December 31, 1995
Syntron......................... $ -- $ 2,177 $22,646 $ (216) $ 24,607
CogniSeis....................... -- 2,376 6,350 -- 8,726
Symtronix....................... 1 -- (66) -- (65)
--------- ---------- ----------- ----------- ---------
Total December 31, 1995... $ 1 $ 4,553 $28,930 $ (216) $ 33,268
========= ========== =========== =========== =========
March 31, 1996:
Syntron......................... $ -- $ 2,177 $23,598 $ (331) $ 25,444
CogniSeis....................... -- 2,376 5,745 -- 8,121
Symtronix....................... 1 -- (39) -- (38)
--------- ---------- ----------- ----------- ---------
Total March 31, 1996...... $ 1 $ 4,553 $29,304 $ (331) $ 33,527
========= ========== =========== =========== =========
</TABLE>
NOTE 10 -- BENEFIT PLANS

The Company participates in a defined contribution retirement plan with
Tech-Sym covering substantially all employees. The annual Company contributions
to the plan were $240,000 for 1993, $309,000 for 1994, and $360,000 for 1995.
The Company's policy is to fund these retirement costs currently.

NOTE 11 -- RELATED PARTY TRANSACTIONS

Tech-Sym provides management, financial, and legal services to the Company
and charges the Company a fee for such services. These fees represent
reimbursement to Tech-Sym for corporate management and administrative services
as well as charges for external services. Direct costs incurred by Tech-Sym on
behalf of the Company are charged to the Company as incurred, and indirect costs
incurred by Tech-Sym are allocated to the Company based on payroll costs,
operating revenue, tangible capital assets and inventory of the Company relative
to Tech-Sym and its subsidiaries in the aggregate. Management believes the fees
charged to the Company by Tech-Sym are reasonable.

In addition, the Company had outstanding indebtedness to Tech-Sym and was
charged interest on the indebtedness of $637,000, $709,000, and $1,338,000 for
1993, 1994, and 1995, respectively, on the outstanding balances. Interest was
charged at a rate of 6% per annum in 1993 and 8% per annum in 1994 and 1995.
Interest accrued on indebtedness to Tech-Sym is included in payable to Tech-Sym.
The borrowings from Tech-Sym are due on demand.

F-15

GEOSCIENCE CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The following table presents changes in the payable to Tech-Sym for years
1993, 1994, and 1995 as well as for the three months ended March 31, 1996 (in
thousands).
<TABLE>
<CAPTION>
Three Months
Year Ended December 31, Ended March 31,
------------------------------- ----------------
1993 1994 1995 1996
--------- --------- --------- ----------------
<S> <C> <C> <C> <C>
Beginning balance.................... $ 7,878 $ 12,348 $ 14,940 $ 23,554
Income tax allocations............... 3,682 1,469 1,337 464
Management, financial and legal
services........................... 946 1,000 1,274 511
Interest charges..................... 637 709 1,338 504
Borrowings........................... 1,200 3,478 10,374 4,429
Other................................ 5 14 56 18
Repayments........................... (2,000) (4,078) (5,765) (25)
--------- --------- --------- ----------------
Ending balance....................... $ 12,348 $ 14,940 $ 23,554 $ 29,455
========= ========= ========= ================
</TABLE>

The weighted average non-interest bearing borrowings from Tech-Sym
outstanding during 1994, and 1995 were $1,114,000, $1,621,000,
and $2,842,000, respectively.

NOTE 12 -- COMMITMENTS AND CONTINGENCIES

CONCENTRATION OF CREDIT RISK:

Financial instruments which potentially subject the Company to
concentrations of credit risk are primarily cash and cash equivalents,
receivables, and long-term receivables. The Company places its cash and cash
equivalents in investment grade, short-term debt instruments and limits the
amount of credit exposure to any one commercial issuer. Credit risk with respect
to receivables and long-term receivables is concentrated in companies engaged in
oil and gas exploration.

A relatively small number of customers has accounted for most of the
Company's revenue. The Company's three largest customers in 1993, 1994, and 1995
accounted for 37%, 38%, and 39% of totals revenue, respectively. Customers
accounting for 10% or more of total revenue during 1993, 1994, and 1995 are as
follows.

1993 1994 1995
---- ---- ----

Customer A........................... 13% 26% 21%
Customer B........................... 17% -- --
Customer C........................... -- -- 12%

FINANCIAL INSTRUMENTS:

The Company enters into various types of financial instruments in the
normal course of business. The Company does not hold or issue financial
instruments for trading purposes nor does it hold interest rate, leveraged, or
other types of derivative financial instruments.

Fair values for financial instruments are based on quoted market prices.
The amounts ultimately realized upon settlement of these financial instruments
will depend on actual market conditions during the remaining life of the
instruments. Fair values of cash and cash equivalents, receivables, long-term
receivables, notes payable, accounts payable, other accrued liabilities, and
long-term debt reflected in the December 31, 1994 and 1995 balance sheet
approximate carrying value at that date.

F-16

GEOSCIENCE CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

LEASE COMMITMENTS:

The Company leases manufacturing and other facilities under certain
long-term agreements which expire at various dates through 2002. Total rentals
charged to operations under such operating leases for 1993, 1994, and 1995 were
$909,000, $1,027,000, and $1,647,000, respectively.

Future minimum rental commitments under all noncancellable operating leases
in effect at December 31, 1995 totaled $7,531,000 and are payable as follows:
1996 -- $1,607,000; 1997 -- $1,256,000; 1998 -- $402,000; 1999 -- $371,000; 2000
- -- $307,000; and $3,588,000 thereafter.

LITIGATION:

In the ordinary course of business, the Company is involved in various
pending or threatened legal actions. While management is unable to predict the
ultimate outcome of these actions, it believes that any ultimate liability
arising from these actions will not have a material adverse effect on the
Company's combined financial position, operating results, or cash flows.

OTHER COMMITMENTS AND CONTINGENCIES:

The Company is a member of a consortium that is contingently liable for
repayment of grants aggregating approximately $2,000,000 at December 31, 1995.
The consortium may be required to make repayment based on proceeds from the sale
or license of technology developed by the consortium.

The Company is contingently liable for notes receivable aggregating
$7,967,000 at December 31, 1995 in the event of customer default or upon certain
other occurences which it began selling to a financial institution during 1995.
During 1995, the Company sold $14,168,000 of notes receivable to the financial
institution under this arrangement.

In the ordinary course of business, the Company pays royalties on a
percentage of the net sales of certain products in connection with assignments
to the Company of all intellectual property rights with respect to such
products. Generally these royalties are payable until the Company is no longer
using the intellectual property rights. Royalty expense aggregated $1,193,000,
$888,000, and $1,464,000 in 1993, 1994, and 1995, respectively.

The Company has no commitments or contingent liabilities which, in the
judgment of management, would result in losses which would materially affect the
Company's combined financial position, operating results, or cash flows.

NOTE 13 -- OTHER FINANCIAL INFORMATION

Foreign sales (primarily exports from the U.S.) as a percentage of total
sales are summarized by geographic area as follows:

1993 1994 1995
--------- --------- ---------
Europe............................... 40.8% 37.2% 33.4%

Far East............................. 6.5 19.5 26.8
Middle East.......................... 5.7 1.7 1.7
Other areas.......................... 3.9 9.6 8.3
--------- --------- ---------
56.9% 68.0% 70.2%
========= ========= =========

Retained earnings of the Company's foreign subsidiaries totaled $3,500,000
and $4,308,000 at December 31, 1994 and 1995, respectively.

F-17

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Board of Directors of GeoScience Corporation:

In our opinion, the accompanying balance sheet presents fairly, in all
material respects, the financial position of GeoScience Corporation at March 31,
1996, in conformity with generally accepted accounting principles. This
financial statement is the responsibility of the Company's management; our
responsibility is to express an opinion on this financial statement based on our
audit. We conducted our audit of this statement in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall balance sheet presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP

Houston, Texas
April 25, 1996

F-18

GEOSCIENCE CORPORATION
BALANCE SHEET
MARCH 31, 1996
(In Thousands)

ASSETS
Current assets:
Cash............................ $ 1
---------
Total current assets...... 1
Deferred offering costs.............. 500
---------
Total assets.............. $ 501
=========
LIABILITIES
Current liabilities:
Other accrued liabilities....... $ 500
---------
Total liabilities......... 500
---------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDER'S INVESTMENT
Preferred stock -- 5,000,000 shares
authorized, $.01 par value......... --
Common stock -- 35,000,000 shares
authorized, $.01 par value, 100,000
shares issued...................... 1
---------
Total shareholder's
investment................. 1
---------
Total liabilities and
shareholder's investment... $ 501
=========

The accompanying notes are an integral part of this balance sheet.

F-19

GEOSCIENCE CORPORATION
NOTES TO BALANCE SHEET

NOTE 1 -- DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

GeoScience Corporation (the Company) was organized in March 1996 as a
wholly owned subsidiary of Tech-Sym Corporation (Tech-Sym) in connection with
the anticipated reorganization of Tech-Sym involving Syntron, Inc., CogniSeis
Development Inc., and Symtronix Corporation. The reorganization will be
undertaken in anticipation of the proposed initial public offering of the
Company's common stock.

The balance sheet should be read in conjunction with the historical
combined financial statements of GeoScience Corporation included elsewhere in
this registration statement.

ESTIMATES:

INCOME TAXES:

The Company will provide for deferred income taxes for all temporary
differences between financial and income tax reporting in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes."

STOCK-BASED COMPENSATION:

The Company has not elected early adoption of Financial Accounting Standard
No. 123 (FAS 123), ACCOUNTING FOR STOCK-BASED COMPENSATION. FAS 123 becomes
effective beginning with the Company's first quarter of 1996, and will not have
a material effect on the Company's financial position or results of operations.
Upon adoption of FAS 123, the Company will continue to measure compensation
expense for its stock-based employee compensation plans using the intrinsic
value method prescribed by Accounting Principles Board Opinion No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and will provide pro forma disclosures
of net income and earnings per share as if the fair value-based method
prescribed by FAS 123 had been applied in measuring compensation expense.

NOTE 2 -- DEFERRED OFFERING COSTS

The Company has incurred costs totaling $500,000 in connection with a
proposed initial public offering of the Company's common stock. The costs have
been reflected as deferred offering costs in the accompanying balance sheet as
of March 31, 1996. If the offering is successful, the costs will be deducted
from the proceeds received from the offering. If the offering is not successful,
the costs will be charged to expense in the period a decision is made to
terminate the offering. In such event, the costs would be reimbursed by
Tech-Sym.

NOTE 3 -- EQUITY INCENTIVE PLAN

The Company intends to adopt an Equity Incentive Plan (the Plan) prior to a
public stock offering and 1,500,000 shares of common stock have been reserved
for issuance pursuant to the Plan. All non-employee directors of the Company,
officers and employees of, and consultants to, the Company, non-employee
directors of Tech-Sym and employees of the Company affiliates will be eligible
to participate in certain benefits of the Plan, as discussed below. The Plan
permits the granting of stock options, stock appreciation rights and other types
of equity- and cash-based compensation to participants.

F-20

GEOSCIENCE CORPORATION
NOTES TO BALANCE SHEET -- (CONTINUED)

DIRECTOR STOCK OPTIONS:

Thirty days after the closing of the Offering of the Company's common
stock, each non-employee director of the Company will receive an option to
purchase 10,000 shares of common stock and each non-employee director of
Tech-Sym who is not a director of the Company will receive an option to purchase
5,000 shares of common stock at an exercise price based on the average closing
price of the common stock for thirty business days after the closing of the
Offering. Thereafter, non-employee directors of the Company will receive options
to purchase an additional 1,000 shares each year at the market price on the date
of grant.

EMPLOYEE AND CONSULTANT STOCK OPTIONS:

Stock options granted to employees and consultants may include conditions
related to achievement of performance goals. A compensation committee of the
board of directors will determine the form, level and method of payment of such
options.

Stock options granted under the Plan are subject to conditions established
by the compensation committee. The board of directors of the Company may
terminate the plan at any time, subject to certain limitations. Unless otherwise
terminated, the Plan will terminate in December 2005. The notes to the balance
sheet summarize the provisions of the Plan. The Plan document is controlling at
all times.

F-21

GEOSCIENCE CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
Pro Forma
Geoscience Pro Forma Adjustments For The
Corporation Combined ------------------------- Reorganization
March 28, Predecessor For The For The And The
1996 Entities Reorganization Offering Offering
----------- ----------- -------------- -------- --------------
(In Thousands)
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....... $ 1 $ 1,668 $-- $ -- $ 1,669
Receivables..................... -- 28,291 -- -- 28,291
Inventories..................... -- 32,916 -- -- 32,916
Other........................... -- 2,508 -- -- 2,508
----------- ----------- ------- -------- --------------
Total current assets...... 1 65,383 -- -- 65,384
Property, plant and equipment........ -- 22,550 -- -- 22,550
Long-term receivables................ -- 2,990 -- -- 2,990
Other assets......................... 500 7,967 -- (500)(a) 7,967
----------- ----------- ------- -------- --------------
Total assets.............. $ 501 $98,890 $-- $ (500) $ 98,891
=========== =========== ======= ======== ==============
LIABILITIES
Current liabilities:
Notes payable and current
maturities of long-term
debt......................... $-- $11,681 $-- $(10,163)(a) $ 1,518
Accounts payable................ -- 11,370 -- -- 11,370
Unearned revenue................ -- 5,897 -- -- 5,897
Taxes on income................. -- 482 -- -- 482
Payable to Tech-Sym
Corporation.................. -- 23,554 -- (17,237)(a) 6,317
Other accrued liabilities....... 500 6,238 -- (500)(a) 6,238
----------- ----------- ------- -------- --------------
Total current
liabilities............. 500 59,222 -- (27,900) 31,822
Long-term debt....................... -- 5,386 -- -- 5,386
Other liabilities and deferred
credits............................ -- 1,014 -- -- 1,014
----------- ----------- ------- -------- --------------
Total liabilities......... 500 65,622 (27,900) 38,222
----------- ----------- ------- -------- --------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDER'S INVESTMENT
Preferred stock -- 5,000,000 shares
authorized, $.01 par value, no
shares issued...................... -- -- -- -- --
Common stock -- 35,000,000 shares
authorized, $.01 par value, 100,000
shares issued...................... 1 1 75(a) 20(a) 97
Additional capital................... -- 4,553 (75)(a) 27,380(a) 31,858
Accumulated earnings................. -- 28,930 -- -- 28,930
Cumulative translation adjustments... -- (216) -- -- (216)
----------- ----------- ------- -------- --------------
Total shareholder's
investment.............. 1 33,268 -- 27,400 60,669
----------- ----------- ------- -------- --------------
Total liabilities and
shareholder's
investment.............. $ 501 $98,890 $-- $ (500) $ 98,891
=========== =========== ======= ======== ==============
Common shares outstanding............ 100 7,600 2,000 9,700
=========== =========== ======= ======== ==============
</TABLE>

The accompanying notes are an integral part of these unaudited pro forma
combined financial statements.

F-22

GEOSCIENCE CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1996

<TABLE>
<CAPTION>
Pro Forma
Pro Forma Adjustments For The
Combined ------------------------- Reorganization
Geoscience Predecessor For The For The And The
Corporation Entities Reorganization Offering Offering
----------- ----------- -------------- -------- --------------
(In Thousands)
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....... $ 1 $ 381 $-- $ -- $ 382
Receivables..................... -- 30,897 -- -- 30,897
Inventories..................... -- 35,351 -- -- 35,351
Other........................... -- 1,049 -- -- 1,049
----------- ----------- ------- -------- --------------
Total current assets...... 1 67,678 -- -- 67,679
Property, plant and equipment........ -- 23,875 -- -- 23,875
Long-term receivables................ -- 2,739 -- -- 2,739
Other assets......................... 500 8,909 -- (500)(a) 8,909
----------- ----------- ------- -------- --------------
Total assets.............. $ 501 $ 103,201 $-- $ (500) $103,202
=========== =========== ======= ======== ==============
LIABILITIES
Current liabilities:
Notes payable and current
maturities of long-term
debt......................... $-- $ 13,004 $-- $(12,000)(a) $ 1,004
Accounts payable................ -- 7,784 -- -- 7,784
Unearned revenue................ -- 5,680 -- -- 5,680
Taxes on income................. -- 577 -- -- 577
Payable to Tech-Sym
Corporation.................. -- 29,455 -- (15,400)(a) 14,055
Other accrued liabilities....... 500 6,726 -- (500)(a) 6,726
----------- ----------- ------- -------- --------------
Total current
liabilities............. 500 63,226 -- (27,900) 35,826
Long-term debt....................... -- 5,260 -- -- 5,260
Other liabilities and deferred
credits............................ -- 1,188 -- -- 1,188
----------- ----------- ------- -------- --------------
Total liabilities......... 500 69,674 (27,900) 42,274
----------- ----------- ------- -------- --------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDER'S INVESTMENT
Preferred stock -- 5,000,000 shares
authorized, $.01 par value, no
shares issued...................... -- -- -- -- --
Common stock -- 35,000,000 shares
authorized, $.01 par value, 100,000
shares issued...................... 1 1 75(a) 20(a) 97
Additional capital................... -- 4,553 (75)(a) 27,380(a) 31,858
Accumulated earnings................. -- 29,304 -- -- 29,304
Cumulative translation adjustments... -- (331) -- -- (331)
----------- ----------- ------- -------- --------------
Total shareholder's
investment.............. 1 33,527 -- 27,400 60,928
----------- ----------- ------- -------- --------------
Total liabilities and
shareholder's
investment.............. $ 501 $ 103,201 $-- $ (500) $103,202
=========== =========== ======= ======== ==============
Common shares outstanding............ 100 7,600 2,000 9,700
=========== =========== ======= ======== ==============
</TABLE>

The accompanying notes are an integral part of these unaudited pro forma
combined financial statements.

F-23

GEOSCIENCE CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
(In thousands except per share amounts)

<TABLE>
<CAPTION>
Pro Forma
Pro Forma Adjustments For The
Combined ------------------------- Reorganization
Geoscience Predecessor For The For The And The
Corporation Entities Reorganization Offering Offering
----------- ----------- -------------- -------- --------------
<S> <C> <C> <C> <C> <C>
Revenue:
Equipment sales................. $-- $67,470 $-- $ -- $ 67,470
Software sales.................. -- 9,654 -- -- 9,654
Maintenance and other........... -- 7,101 -- -- 7,101
----------- ----------- ------- -------- --------------
-- 84,225 -- -- 84,225
----------- ----------- ------- -------- --------------
Cost of revenue:
Cost of equipment sales......... -- 39,886 -- -- 39,886
Cost of software sales.......... -- 1,012 -- -- 1,012
Cost of maintenance and other... -- 3,077 -- -- 3,077
----------- ----------- ------- -------- --------------
-- 43,975 -- -- 43,975
----------- ----------- ------- -------- --------------
Gross profit.................... -- 40,250 -- -- 40,250
----------- ----------- ------- -------- --------------
Expenses:
Selling, general and
administrative expense....... -- 21,038 250(b) -- 21,288
Research and development
expense...................... 12,827 -- -- 12,827
Interest expense................ -- 2,005 -- (1,695)(b) 310
Interest and other income,
net.......................... -- (1,415) -- -- (1,415)
----------- ----------- ------- -------- --------------
-- 34,455 250 (1,695) 33,010
----------- ----------- ------- -------- --------------
Income from continuing
operations before income
taxes................... -- 5,795 (250) 1,695 7,240
Provision for income taxes........... -- 1,816 (88)(c) 593(c) 2,321
----------- ----------- ------- -------- --------------
Income from continuing
operations.............. -- 3,979 (162) 1,102 4,919
Discontinued operations:
Loss from operations of
discontinued Syntron Pressure
Controls division less
applicable income tax
benefits..................... -- (435) -- -- (435)
Loss on disposal of Syntron
Pressure Controls division
less applicable income tax
benefits..................... -- (144) -- -- (144)
----------- ----------- ------- -------- --------------
Net income................ $-- $ 3,400 $ (162) $ 1,102 $ 4,340
=========== =========== ======= ======== ==============
Earnings (loss) per common share:
Continuing operations........... $ .51
Discontinued operations......... (.06)
--------------
Net earnings per common share... $ .45
==============
Weighted average common shares
outstanding........................ 9,700
==============
</TABLE>
The accompanying notes are an integral part of these unaudited pro forma
combined financial statements.

F-24

GEOSCIENCE CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1996
(In thousands except per share amounts)
<TABLE>
<CAPTION>

Pro Forma
Pro Forma Adjustments For The
Combined ------------------------- Reorganization
Geoscience Predecessor For The For The And The
Corporation Entities Reorganization Offering Offering
----------- ----------- -------------- -------- --------------
<S> <C> <C> <C> <C> <C>
Revenue:
Equipment sales................. $-- $20,269 $-- $ -- $ 20,269
Software sales.................. -- 2,459 -- -- 2,459
Maintenance and other........... -- 2,022 -- -- 2,022
----------- ----------- ------- -------- --------------
-- 24,750 -- -- 24,750
----------- ----------- ------- -------- --------------
Cost of revenue:
Cost of equipment sales......... -- 12,421 -- -- 12,421
Cost of software sales.......... -- 335 -- -- 335
Cost of maintenance and other... -- 675 -- -- 675
----------- ----------- ------- -------- --------------
-- 13,431 -- -- 13,431
----------- ----------- ------- -------- --------------
Gross profit.................... -- 11,319 -- -- 11,319
----------- ----------- ------- -------- --------------
Expenses:
Selling, general and
administrative expense....... -- 6,713 63(b) -- 6,776
Research and development
expense...................... 3,491 -- -- 3,491
Interest expense................ -- 601 -- (424)(b) 177
Interest and other income,
net.......................... -- (36) -- -- (36)
----------- ----------- ------- -------- --------------
-- 10,769 63 (424) 10,408
----------- ----------- ------- -------- --------------
Income before income
taxes................... -- 550 (63) 424 911
Provision for income taxes........... -- 176 (22)(c) 148(c) 302
----------- ----------- ------- -------- --------------
Net Income................ $-- $ 374 $ (41) $ 276 $ 609
=========== =========== ======= ======== ==============
Earnings per common share............ $ .06
==============
Weighted average common shares
outstanding........................ 9,700
==============
</TABLE>
The accompanying notes are an integral part of these unaudited pro forma
combined financial statements.

F-25

GEOSCIENCE CORPORATION
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS
AND INCOME STATEMENTS

NOTE 1 -- BASIS OF PRESENTATION

GeoScience Corporation (GeoScience) was formed by Tech-Sym Corporation
(Tech-Sym) in March 1996 to effect the combination of certain wholly owned
subsidiaries of Tech-Sym.

The unaudited pro forma combined balance sheet and income statement include
the accounts as of and for the year ended December 31, 1995 and as of and for
the three months ended March 31, 1996 of Syntron, Inc. and subsidiaries
(Syntron); CogniSeis Development, Inc. and subsidiaries (CogniSeis); and
Symtronix Corporation (Symtronix), (collectively the Combined Predecessor
Entities), all of which were subsidiaries of Tech-Sym and gives effect to the
Reorganization (described below) and the adjustments and assumptions described
herein. The Reorganization will be accounted for as a combination of entities
under common control because of the common control of the companies by Tech-Sym
and by virtue of the interest exchanged. Accordingly, the net assets acquired in
the exchange will be recorded at the historical cost basis of the affiliated
predecessor companies.

NOTE 2 -- PRO FORMA ADJUSTMENTS

The pro forma adjustments reflect the following:

REORGANIZATION

a) Reflects the contribution by Tech-Sym of its ownership interest in
Syntron, CogniSeis, and Symtronix to GeoScience in exchange for
7,600,000 shares of Common Stock. As a result, GeoScience will be
parent company of the Combined Predecessor Entities.

b) Reflects additional incremental costs of GeoScience and the Combined
Predecessor Entities for legal, accounting, and related costs which
will result from the entities operating separately from Tech-Sym.

c) Reflects tax effect of pro forma adjustments on earnings.

OFFERING

a) Reflects the net proceeds from the proposed public offering of
2,000,000 shares and the use of proceeds to repay notes payable with
the remaining amount used to reduce the payable to Tech-Sym.

b) Reflects the reduction in interest expense resulting from the use of
proceeds from the proposed public offering to repay indebtedness.

c) Reflects tax effect of pro forma adjustments on earnings.

NOTE 3 -- PRO FORMA EARNINGS (LOSS) PER COMMON SHARE

Earnings (loss) per common share presented in the Unaudited Pro Forma
Consolidated Statements of Income gives affect to the issuance of 9,700,000
shares of GeoScience common stock -- 7,700,000 in connection with the formation
of GeoScience and the Reorganization and 2,000,000 in connection with the
Offering -- and gives effect to the pro forma adjustments to expenses and taxes
described in Note 2 above.

F-26

GEOSCIENCE CORPORATION
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS
AND INCOME STATEMENTS -- (CONTINUED)

The following table presents historical pro forma earnings per share of the
combined predecessor companies assuming pro forma shares outstanding of
7,700,000 reflecting the Reorganization and pro forma shares outstanding of
9,700,000 after the offering. Earnings per share presented below do not reflect
pro forma adjustments to expenses and taxes described in Note 2 above.
<TABLE>
<CAPTION>
For The Three Months Ended March 31,
For The Year Ended December 31, 1995 1996
--------------------------------------- ---------------------------------------
Historical Historical
Historical Pro Forma For Historical Pro Forma For
Pro Forma For The The Reorganization Pro Forma For The The Reorganization
Reorganization And The Offering Reorganization And The Offering
----------------- ------------------ ----------------- ------------------
<S> <C> <C> <C> <C>
Pro forma earnings (loss) per common
share
From continuing operations...... $ .52 $ .41 $ .05 $ .04
From discontinued operations.... (.08) (.06) -- --
----------------- ------------------ ----------------- ------------------
Earnings per common share....... $ .44 $ .35 $ .05 $ .04
================= ================== ================= ==================
Pro forma common shares
outstanding........................ 7,700,000 9,700,000 7,700,000 9,700,000
================= ================== ================= ==================
</TABLE>
NOTE 4 -- DEFERRED OFFERING COSTS

F-27

[LOGO]

GEOSCIENCE
CORPORATION
GEOSCIENCE CORPORATION
SUPPORTING OUR PRODUCTS
AND CUSTOMERS WORLDWIDE

SYNTRON
A SUBSIDIARY OF GEOSCIENCE CORPORATION
SYNTRON, INC.
HOUSTON, USA
DERBYSHIRE ENGLAND
SINGAPORE
MOSCOW RUSSIA
TANGGU CHINA

COGNISEIS
A SUBSIDIARY OF GEOSCIENCE CORPORATION
COGNISEIS DEVELOPMENT INC.
HOUSTON USA
BOULDER USA
CALGARY CANADA
CRAWLEY ENGLAND
SINGAPORE
MOSCOW RUSSIA
CARACAS VENEZUELA

SYMTRONIX
A SUBSIDIARY OF GEOSCIENCE CORPORATION
SYMTRONIX CORPORATION
HOUSTON USA
MOSCOW RUSSIA
<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES OF COMMON STOCK OFFERED
HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
SOLICITATION OR OFFER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

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

TABLE OF CONTENTS

PAGE
----

Prospectus Summary................... 3
Risk Factors......................... 9
The Reorganization................... 13
Dilution............................. 14
Use of Proceeds...................... 15
Dividend Policy...................... 15
Capitalization....................... 16
Selected Combined Financial Data..... 17
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...................... 18
Business............................. 24
Management........................... 37
Security Ownership of Management and
Certain Beneficial Owners.......... 46
Relationship with Tech-Sym........... 46
Description of Capital Stock......... 49
Shares Eligible for Future Sale...... 52
Underwriting......................... 53
Legal Matters........................ 54
Experts.............................. 54
Available Information................ 54
Index to Combined Financial
Statements......................... F-1

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

UNTIL , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO
THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS
AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

2,000,000 SHARES
[LOGO]

COMMON STOCK
------------------------
PROSPECTUS
------------------------

MORGAN KEEGAN & COMPANY, INC.
HOWARD, WEIL, LABOUISSE, FRIEDRICHS
INCORPORATED
____, 1996
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Set forth below is an itemization of the estimated costs expected to be
incurred in connection with the offer and sale of the securities registered
hereby.

Securities and Exchange Commission
Registration Fee................... $ 12,690
NASD Filing Fee...................... 4,180
Nasdaq National Market Listing Fee... 41,750
Printing and Engraving Expenses...... 150,000
Blue sky fees and expenses........... 15,000
Legal Fees and Expenses.............. 125,000
Accounting Fees and Expenses......... 150,000
Miscellaneous........................ 1,380
-----------
Total........................... $ 500,000
===========

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The NPCL provides that a corporation may indemnify any person who was or is
a party or is threatened to be made a party, by reason of the fact that such
person was an officer or director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, to
(x) any action or suit by or in the right of the corporation against expenses,
including amounts paid in settlement and attorneys' fees, actually and
reasonably incurred, in connection with the defense or settlement believed to be
in, or not opposed to, the best interests of the corporation, except that
indemnification may not be made for any claim, issue or matter as to which such
a person has been adjudged by a court of competent jurisdiction to be liable to
the corporation or for amounts paid in settlement to the corporation and (y) any
other action or suit or proceeding against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred, if he or she acted in good faith and in a manner which he or she
reasonably believed to be in, or not opposed to, reasonable cause to believe his
or her conduct was unlawful. To the extent that a director, officer, employee or
agent has been "successful on the merits or otherwise" the corporation must
indemnify such person. The articles of incorporation or bylaws may provide that
the expenses of officers and directors incurred in defending any such action
must be paid as incurred and in advance of the final disposition of such action.
The NPCL also permits the Registrant to purchase and maintain insurance on
behalf of the Registrants directors and officers against any liability arising
out of their status as such, whether or not the Registrant would have the power
to indemnify him against such liability. These provisions may be sufficiently
broad to indemnify such persons for liabilities arising under the Securities
Act.

The Company's Articles and Bylaws provide that the Company shall, to the
fullest extent not prohibited by applicable law, indemnify any director or
officer of the Company in connection with certain actions, suits or proceedings,
against expenses, including attorneys fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred. The Company is also required to pay
any expenses incurred by a director or officer in defending such an action, in
advance of the final disposition of such action. The Company's Articles and
Bylaws further provide that, by resolution of the Board of Directors, such
benefits may be extended to employees, agents or other representatives of the
Company. In addition, the Company's Articles and Bylaws provide that all rights
to indemnification and advancement of expenses are deemed to arise out of a
contract between the Company and each person to be indemnified which may be
evidenced by a separate contract between the Company and each such person.

II-1

The Company's Bylaws provide that the Registrant may maintain insurance, at
its expense, to protect itself and any of its directors, officers, employees or
agents or any person serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any expense, liability or loss, whether or
not the Registrant would have the power to indemnify such person against such
expense, liability or loss under the NPCL.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

In connection with the registrant's formation, Tech-Sym Corporation
acquired 100,000 shares of the Registrant's common stock, $.01 par value per
share (the "Common Stock"), on March 28, 1996. The Registrant issued such shares
to Tech-Sym Corporation upon its payment of $1,000 therefor in a transaction
exempt under Section 4(2) of the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

**1.1 -- Form of Underwriting Agreement.
**3.1 -- Articles of Incorporation of Registrant.
**3.2 -- Bylaws of Registrant.
**4.1 -- Specimen Common Stock certificate.
**5.1 -- Opinion of Andrews & Kurth L.L.P.
**10.1 -- 1996 Equity Incentive Plan.
**10.2 -- Form of Corporate Services Agreement.
**10.3 -- Form of Intercompany Credit Agreement.
**10.4 -- Form of Tax Allocation Agreement.
**10.5 -- Form of Shareholder Agreement.
**10.6 -- Form of Stock Restriction and Registration Agreement.
**10.7 -- Loan Agreement, dated November 30, 1995, between
CogniSeis and NationsBank.
**10.8 -- Loan Agreement, dated December 21, 1990, between
Syntron and First Interstate.
**10.9 -- Sixth Amendment to Loan Agreement, dated as of
April 30, 1996, to the December 21, 1990 Loan
Agreement, between Syntron and First Interstate.
**21.1 -- Subsidiaries of the Registrant.
*23.1 -- Consent of Independent Accountants.
*23.2 -- Consent of Independent Accountants.

II-2

**23.3 -- Consent of Andrews & Kurth L.L.P.
(included in Exhibit 5.1).
**24.1 -- Power of Attorney (included on signature page).

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

* Filed herewith

** Previously filed

(b) Combined Financial Statement Schedules:

Schedule II Valuation and Qualifying Accounts and Reserves is included in
Part II of this registration statement on page S-1. All other schedules are
omitted because the required information is inapplicable or the information is
presented in the Combined Financial Statements or related notes.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 2 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on the 10th day of May, 1996.

GEOSCIENCE CORPORATION

By: /s/ J. RANKIN TIPPINS
J. Rankin Tippins
Vice President, General Counsel and
Secretary

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED AND ON THE 10TH DAY OF MAY, 1996.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ---------------------------------------- -------------
<S> <C> <C>
* Chairman of the Board of Directors May 10, 1996
----------------
WENDELL W. GAMEL

* President and Director (principal May 10, 1996
---------------- executive officer)
RICHARD F. MILES

* Vice President, Chief Financial Officer May 10, 1996
---------------- and Director (principal financial and
RAY F. THOMPSON accounting officer)

/s/ J. RANKIN TIPPINS Vice President, General Counsel, May 10, 1996
J. RANKIN TIPPINS Secretary and Director

* Director May 10, 1996
----------------
W. L. CREECH

* Director May 10, 1996
----------------
MICHAEL C. FORREST

* Director May 10, 1996
----------------
CHRISTOPHER C. KRAFT, JR.

*By: /s/J. RANKIN TIPPINS
J. Rankin Tippins
Attorney-in-fact
</TABLE>

II-4

GEOSCIENCE CORPORATION AND AFFILIATED ENTITIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE THREE YEARS ENDED DECEMBER 31, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
Charged Charged
Balance To Costs To Costs
At And Balance And
Beginning Expenses Deductions At End Expenses
Description Of 1993 1993 1993 Of 1993 1994
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Reserves deducted from assets:

Current receivables................ $ 77 $ 120 $112 $ 85 $ 813

Long-term receivables.............. 0 0 0 0 246

Inventory.......................... 395 1,135 765 765 385
--------- -------- ---------- ------- --------

$ 472 $1,255 $877 $ 850 $1,444
========= ======== ========== ======= ========
</TABLE>

Charged
To Costs
Balance And Balance
Deductions At End Expenses Deductions At End
Description 1994 Of 1994 1995 1995 OF 1995
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Reserves deducted from assets:

Current receivables................ $156 $ 742 $ 971 $1,053 $ 660

Long-term receivables.............. 0 246 160 0 406

Inventory.......................... 113 1,037 275 636 676
---------- ------- -------- ---------- -------

$269 $ 2,025 $1,406 $1,689 $ 1,742
========== ======= ======== ========== =======
</TABLE>

S-1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated March 20, 1996, relating
to the combined financial statements of GeoScience Corporation and affiliated
entities, which appears in such Prospectus. We also consent to the application
of such report to the Financial Statement Schedule for the three years ended
December 31, 1995 listed under Item 16(b) of this Registration Statement when
such schedule is read in conjunction with the financial statements referred to
in our report. The audits referred to in such report also included these
schedules. We also consent to the references to us under the headings "Experts"
and in such Prospectus.

PRICE WATERHOUSE LLP

Houston, Texas
May 10, 1996

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated April 25, 1996 related to
the balance sheet of GeoScience Corporation, which appears in such Prospectus.

PRICE WATERHOUSE LLP

Houston, Texas
May 10, 1996