GEOSCIENCE CORP, 10-K, 1999-03-30

GEOSCIENCE CORP
10-K, 1999-03-30
MEASURING & CONTROLLING DEVICES, NEC

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

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

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 COMMISSION FILE NUMBER 0-28422

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

NEVADA 76-0497775
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
10500 WESTOFFICE DRIVE, SUITE 200
HOUSTON, TEXAS 77042
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 780-1881

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT

NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS REGISTERED
- --------------------------------------- -----------------------------------
Nasdaq
Common Stock (Par Value $.01 per
share)

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT
NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of March 26, 1999, 9,985,350 shares of the registrant's Common Stock
were issued and outstanding. The aggregate market value of the voting stock held
by non-affiliates of the registrant (assuming for purposes of this computation
that Tech-Sym Corporation and directors and officers may be affiliates) was
$12,227,759 (based on the closing sales price of $6.0625 published in THE WALL
STREET JOURNAL reports of Nasdaq Composite Transactions on March 26, 1999).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following document are incorporated by reference into Part
III of this Annual Report on Form 10-K: the Company's Proxy Statement for the
Annual Meeting of Shareholders to be held May 10, 1999.

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<PAGE>
TABLE OF CONTENTS

PAGE
----
PART I
Item 1. Business............................. 1
General.............................. 1
Business Strategy.................... 2
Products and Services................ 2
Product Development.................. 4
Marketing............................ 4
Manufacturing and Raw Materials...... 5
Competition.......................... 6
Backlog.............................. 6
Intellectual Property................ 6
Regulatory Matters................... 6
Employees............................ 7
Geographical Information............. 7
Relationship with Tech-Sym........... 7
Year 2000 ("Y2K") Compliance....... 7
Item 2. Properties........................... 8
Item 3. Legal Proceedings.................... 8
Item 4. Submission of Matters to a Vote of
Security Holders................... 9
PART II
Item 5. Market for the Registrant's Common
Equity and Related Stockholder
Matters............................ 9
Item 6. Selected Financial Data.............. 10
Item 7. Management's Discussion and Analysis
of Financial Condition and Results
of Operations...................... 11
Item 7.a. Quantitative and Qualitative
Disclosures about Market Risk...... 14
Item 8. Financial Statements and
Supplementary Data................. 15
Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure............... 15
PART III
Item 10. Directors and Executive Officers of
the Registrant..................... 15
Item 11. Executive Compensation............... 15
Item 12. Security Ownership of Certain
Beneficial Owners and Management... 15
Item 13. Certain Relationships and Related
Transactions....................... 15
PART IV
Item 14. Exhibits, Reports on Form 8-K and
Financial Statement Schedules...... 16

<PAGE>
PART I

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Forward-looking statements in this Form 10-K, future filings by the Company
with the Securities and Exchange Commission, the Company's press releases and
oral statements by authorized officers of the Company are intended to be subject
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Investors are cautioned that all forward-looking statements involve risks
and uncertainty, including without limitation (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 system 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) risks associated with a
significant amount of foreign sales, (vii) the risk of fluctuations in future
operating results, (viii) the risks of excess or inadequate inventory levels,
(ix) the control of the Company by Tech-Sym, (x) the potential conflicts of
interest between the Company and Tech-Sym, (xi) the effect of certain
anti-takeover provisions included in the Company's Articles of Incorporation and
Bylaws, (xii) changing governmental regulations, as well as general market
conditions, competition and pricing. The Company believes that forward-looking
statements made by it are based on reasonable expectations. However, no
assurances can be given that actual results will not differ materially from
those contained in such forward-looking statements. The words "estimate,"
"project," "anticipate," "plan," "forecast," "expect," "predict,"
"believe" and similar expressions are intended to identify forward-looking
statements.

ITEM 1. BUSINESS

GENERAL

GeoScience Corporation ("GeoScience" or the "Company"), through its
subsidiaries, designs, develops, manufactures and markets seismic data
acquisition systems and related products and services. The Company's products
are used by the oil and gas exploration and production industry to identify and
define subsurface geologic structures, primarily to identify and predict the
existence and location of oil and gas reserves.

The Company was formed in March 1996 as a wholly-owned subsidiary of
Tech-Sym Corporation ("Tech-Sym"). All the outstanding stock of Syntron, Inc.
("Syntron"), CogniSeis Development, Inc. ("CogniSeis"), and Symtronix
Corporation ("Symtronix") was contributed by Tech-Sym to GeoScience. In May
1996, the Company sold 2,597,600 shares of Common Stock (24.7% of the
outstanding shares on that date) in a public offering. The Company's Common
Stock began trading on the Nasdaq National Market on May 17, 1996.

In June 1997, the Company adopted a plan to sell its geoscientific software
subsidiary, CogniSeis. On October 14, 1997, the Company sold CogniSeis to
Paradigm Geophysical Corporation. GeoScience received cash of $8,929,000, net of
certain liabilities assumed pursuant to the terms of the sales agreement, plus a
note receivable. On July 8, 1998, the Company received payment in full of the
note receivable and realized a net gain of $4,573,000 on the sale. See
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

On December 18, 1997, the Company's subsidiary, Syntron, acquired all of
the shares of Innovative Transducers Inc. ("ITI"). ITI manufactures and sells
transducers and arrays used in connection with engineering applications and the
acquisition of seismic data, and provides repair services with respect to such
products. ITI is also developing a solid marine seismic cable in conjunction
with a major customer of the Company.

In December 1998, the Board of Directors of the Company and Tech-Sym
(holder of 79.12% of outstanding Common shares of the Company) committed to a
plan to seek a strategic merger partner for the

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Company. On January 18, 1999, the Company and Tech-Sym signed an agreement to
merge the Company with a third party, subject to stockholder and regulatory
approval.

The Company, Tech-Sym and the third party have subsequently terminated the
proposed merger. The third party has paid the Company $3,000,000 in connection
with such termination. The Company and Tech-Sym will continue to pursue
opportunities to combine the Company's operations with a strategic partner.

BUSINESS STRATEGY

The Company's strategy focuses on the development of technologically
advanced products to facilitate the process of and to decrease the time involved
in acquiring seismic data needed by the oil and gas exploration and production
industry. Additionally, the Company seeks to acquire product lines, technology
and businesses that complement internal product development.

PRODUCTS AND SERVICES

The Company's primary products are seismic data acquisition systems and
related products that are designed for use in marine, land and transition zone
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
recording unit simultaneously records the digital signals transmitted from
multiple remote sensors.

The Company provides repair and maintenance services related to the
products it sells and on similar products manufactured by others. The Company
also leases its equipment under operating leases with terms generally up to
three years. Additionally, the Company provides specialized computer workstation
services to oil, gas and energy companies.

The following is a description of the Company's products and services and
their uses:

MARINE

SYNTRAK 960-24 [TM] Multiple Streamer Telemetry System.

The Company's principal marine seismic data acquisition system is the
SYNTRAK 960-24 [TM] Multiple Streamer Telemetry System. This system consists of
a shipboard central recording unit and streamer cable arrays that are towed
behind a seismic survey vessel. Each streamer cable array includes data
acquisition modules which 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 via fiber optic or
electronic transmission lines.

CS90 [TM] Gun Controller System.

The GCS90 [TM] Gun Controller System is a seismic source controller that
provides digitized source signatures to the operator, controls the firing time
and provides real-time monitoring of the seismic source and firing times. The
system is expandable from 8 to 128 guns.

Transducers and Arrays.

The Company, through ITI, manufactures Poly Vinylidene Flouride ("PVDF")
hydrophones for use in down hole arrays and other engineering applications. ITI
also manufactures solid streamer cables for use in seismic markets.

Marine Seismic Streamer Cables.

The Company designs and manufactures a variety of marine seismic 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 and currently sells a

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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
streamer cables 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.

Ocean Bottom Cable System.

The Company's SYNTRAK 960-24 [TM] Ocean Bottom Cable System is a digital
telemetry seismic data acquisition system designed for use in shallow water
environments as well as in ocean bottom operations in congested and obstructed
areas where conventional towed streamer arrays cannot be utilized efficiently.
The system typically 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 sensors are converted to digital
data by data acquisition modules and this data is transmitted to a shipboard
central recording unit.

Seismic contractors currently are developing techniques to deploy ocean
bottom cables in connection with 4-D seismic surveys useful in hydrocarbon
reservoir monitoring. The Company currently is extending the depth of operation
to 1,000 meters and beyond to address the future requirements in reservoir
monitoring and 4-D seismic operations. The SYNTRAK 960-24 [TM] Ocean Bottom
Cable 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 has developed a small diameter ocean
bottom cable to reduce problems of storage, weight and handling.

LAND AND TRANSITION ZONES

PolySeis ATS [TM] System.

The Company developed the PolySeis ATS [TM] (All Terrain Seismic) System in
conjunction with the Institute Francais du Petrole ("IFP"), a French
government research agency, and introduced the system in late 1995. The PolySeis
ATS [TM] 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
ATS [TM] 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.

PolySeis ATS [TM] System acquires seismic data using a Remote Telemetry
Unit ("RTU"). The PolySeis ATS [TM] 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. The Company has recently added a
local data storage ("LDS") capability to the product for use in areas where
radio signals are not satisfactory for transmitting large volumes of digital
data.

PolyTrak [TM].

The Company's PolyTrak [TM] product is a radio carrier system used for
tracking and messaging purposes. The system makes use of radio bandwidth and
contains a range of mapping, navigation and database features utilized in
survey, HSE (health, safety and environment) and related operations. In addition
to its other software functions, the PolyTrak [TM] contains direct links to and
from the Company's PolySeis ATS [TM] products.

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CABLE SALES, MANUFACTURING, REPAIR AND MAINTENANCE.

The Company provides repair and maintenance support services related to
streamer cables, whether manufactured by the Company or other vendors, at its
service facilities in the United Kingdom, Singapore and the United States.
Additionally, the Company's joint venture with China Oil Offshore Geophysical in
Tanggu, China has enhanced the Company's ability to provide services to the Far
East region.

The Company 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 ATS [TM] 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.

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
related products depends to a substantial degree upon continued technological
innovation. While the market for these systems and related 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 invested an average of 7.5% of
its revenue toward the research and development of new products and the
enhancement of current products. In addition, the Company has been involved in
efforts with other companies to jointly develop technology. For example, the
PolySeis ATS [TM] System was developed by a consortium consisting of the
Company, IFP and two other companies. The Company is required to pay to the
consortium a portion of the proceeds for sales of such products. The Company's
acquisition of ITI provides the Company with additional products and advances
the development of a new solid streamer cable for use in the military
surveillance area as well as in the seismic data acquisition area. The Company
actively solicits the views of its customers relating to their future needs with
respect to seismic data acquisition systems and related products to help
determine the direction and priority of its research and development activities.

The Company is 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 is developing a seismic data acquisition system, utilizing the existing
radio telemetry technology of the PolySeis ATS [TM] 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, in transition zones, and in deep water operations.

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 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. During 1998, 1997 and 1996, the three
largest customers in each of those years, Customer A (1998, 1997, 1996),
Customer B (1998, 1997, 1996), Customer C (1998), Customer D (1997) and Customer
E (1996) accounted for a total of approximately 59%, 52% and 44%, respectively,
of the Company's revenue. The Company's single largest customer, Customer A, in
those years accounted for 39%, 29% and 16%, respectively, of revenue.

The Company focuses a significant portion of its marketing efforts on areas
outside the United States. 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

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generally have either (i) oil and gas exploration or production expertise or
(ii) experience in selling advanced technology-based systems.

During fiscal 1998, 1997 and 1996, approximately 63%, 75% and 73%,
respectively, of revenue was derived from sales to customers outside the United
States. See Note 13 of Notes to Consolidated 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.

Sales are made on a variety of payment terms including standard 30-day
credit, extended credit arrangements and lease/purchase arrangements usually
with the credit secured by a security interest in the product. The Company's
extended term credit arrangements in excess of one year typically require a down
payment 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, but may be longer, and bear
interest at various annual rates. As of December 31, 1998, the outstanding
amounts of such notes totaled approximately $19,422,000. Through February 28,
1999, the Company had an agreement with a commercial bank to sell up to a total
of $15,000,000 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 other covenant violations. As of December 31, 1998, the outstanding
amount of notes sold to a commercial bank totaled approximately $3,149,000. As
of February 28, 1999, the agreement was amended to eliminate the obligation of
the bank to purchase additional notes. Although the Company has not experienced
any material financial losses on notes receivables 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.

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, Fort Worth, England, Singapore and China. Major components of the
PolySeis ATS [TM] System are manufactured at facilities in France operated by
the consortium that developed the system, of which a subsidiary of the Company
is a member. A substantial portion of the electronic components and molded
shapes used in its systems and products are purchased from third party vendors.
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. 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 occasionally has 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 960-24 [TM] towed array system and ocean
bottom cable, and hydrophones with water depth limiting capability used with
marine seismic cables, are purchased from sole source 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 the Company's seismic acquisition products can be
affected by the performance of the seismic cables. Customers of the Company have
occasionally experienced problems with their seismic data acquisition systems
due to deficiencies in cables purchased from third parties. The Company has

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developed or acquired the capability to manufacture seismic cables for use with
all its seismic acquisition products in order to control the quality and lower
the cost of the cables.

COMPETITION

The markets for seismic data acquisition systems and related products 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 independent manufacturers of seismic equipment and
integrated seismic contractors that produce equipment for their own use and for
sale to others.

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, financing, 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 to 180 days of receipt. The Company's backlog of firm orders at
December 31, 1998, was approximately $37,450,000. The Company anticipates that
substantially all of the backlog will be shipped during 1999.

INTELLECTUAL PROPERTY

The Company presently holds patents that relate to many of the components
of the marine seismic survey, ocean bottom cable, PVDF hydrophone and towed
array product lines. The Company has used 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.

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 exist currently. 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.

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The Company from time to time is 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.

EMPLOYEES

At December 31, 1998, the Company employed approximately 626 persons
worldwide, of whom 438 were employed in the United States. None of the Company's
employees are unionized. The Company considers its relationship with its
employees to be satisfactory. Since December 31, 1998, the Company has been
conducting a detail review of the market for its products and the employment
level appropriate to support that market. This review has resulted in the
Company reducing its employee level by approximately 50 people between December
31, 1998 and the date of this report.

GEOGRAPHICAL INFORMATION

Certain geographical information with respect to the Company's business is
set forth in Note 13 of Notes to Consolidated Financial Statements and is
incorporated by reference herein.

RELATIONSHIP WITH TECH-SYM

Prior to the organization of GeoScience, Tech-Sym provided management and
administrative assistance and oversight to Syntron, CogniSeis and Symtronix.
Tech-Sym also provided working capital to Syntron, CogniSeis and Symtronix.
After the organization of GeoScience, Tech-Sym has continued to provide such
assistance and oversight to GeoScience, with the exception of CogniSeis due to
its October 1997 sale, under substantially the same procedures for allocating
costs as before the Company's organization. In 1996, Tech-Sym and GeoScience
entered into a Corporate Services Agreement, Tax Allocation Agreement,
Shareholder Agreement, Intercompany Credit Agreement and Stock Restriction and
Registration Agreement for the purpose of defining the relationship between
them. As a result of its ownership of a majority of the outstanding common stock
of the Company, Tech-Sym is able, acting alone, to elect the entire Board of
Directors of the Company and to approve any action requiring shareholder
approval.

YEAR 2000 ("Y2K") COMPLIANCE

Many currently installed computer systems and software products are not
capable of distinguishing twenty-first century ("Y2K") dates. As a result,
computer systems and/or software used by many companies in a wide variety of
applications will experience operating difficulties concurrent with the century
change. Significant uncertainty exists concerning the scope and magnitude of
problems associated with the century change.

The Company recognizes the need to ensure its operations will not be
adversely impacted by Y2K software failures, internally or externally, and has
established cross-functional project teams at each of its subsidiaries to
address Y2K issues. The project teams are coordinating the identification of and
the implementation of changes to computer hardware and software applications
that will attempt to ensure availability and integrity of their company's
information systems and the reliability of its operational systems and
manufacturing processes. The project teams are also coordinating the
identification of potential Y2K risks associated with the products and services
their company sells or has sold, and risks that could affect the business due to
suppliers and others they transact business with should these companies fail to
comply with Y2K requirements. Each subsidiary is also assessing the potential
overall impact of the impending century change on its business, results of
operations and financial position. The findings and resulting actions are being
reviewed and monitored by the Company to insure overall compliance.

Each subsidiary has reviewed its information technology ("IT") and
operational systems and its manufacturing processes in order to identify those
products, services or systems for Y2K compliance. As a result, the Company has
determined that each subsidiary will be required to modify or replace certain
information and operational systems so they will be Y2K compliant. These
modifications and replacements

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are being, and will continue to be, made in conjunction with each subsidiary's
overall systems initiatives. Each subsidiary has reviewed or is reviewing
products previously sold and currently being sold or in design for future sales
for Y2K compliance. Products with Y2K non-compliance issues are being identified
and fixes/modifications, if any, are being developed. Identified Y2K product
issues will be resolved by year end 1999. By the end of the second quarter of
1999, each subsidiary should be complete with their communications with
suppliers, financial institutions and others with whom they do business to
address conversion-related issues. The subsidiaries, and therefore the Company,
cannot determine the complete status of Y2K compliance of its suppliers and
financial institutions or what additional costs, if any, might be required by
the Company until it completes the review of the responses received. Each
subsidiary's management believes that non-compliance by their suppliers will be
insignificant. However, failure of their financial institutions to be Y2K
compliant could have a material effect on the Company's financial position or
results of operations.

The Company to date, has not incurred any material expenditures in
connection with identifying, evaluating or remediating Y2K compliance issues.
The Company estimates that the total cost of Y2K compliance activities will be
less than $500,000 and that the amount expensed to date is less than $250,000.
The costs consist mainly of employee and consultant labor expended evaluating
the Company's IT systems, non-IT systems, products, and vendor Y2K issues. Total
Y2K compliance expenses are not anticipated to be material to the Company's
financial position or its results of operations. Y2K compliance for the majority
of the Company's U.S. enterprise applications was achieved with the
implementation of new automated accounting and finance systems in the third
quarter of 1998. The same system is scheduled to be implemented in the first
half of 1999 for the Company's foreign operations. Neither the cost of this
system, nor its implementation costs, are included in the Company's estimate of
Y2K remediating costs as the system was purchased mainly for other business
reasons.

The Company expects to complete its Y2K project during 1999. Based on
available information, the Company does not believe any material exposure to
significant business interruption exists as a result of Y2K compliance issues.
Accordingly, the Company has not adopted any formal contingency plan in the
event its Y2K project is not completed in a timely manner. These costs and the
timing in which the Company plans to complete its Y2K modification and testing
processes are based on management's best estimates. However, there can be no
assurance that the Company will identify and remediate all significant Y2K
problems on a timely basis, that remedial efforts will not involve significant
time and expense, or that such problems will not have a material adverse effect
on the Company's business, results of operations or financial position.

ITEM 2. PROPERTIES

Syntron operates from company-owned facilities comprising 192,000 square
feet located on a 17.4 acre tract and leased facilities totaling 63,000 square
feet located in Houston, Texas. ITI leases approximately 5,500 square feet in
Fort Worth, Texas. Syntron's European subsidiary, Syntron Europe Limited,
operates from a 54,500 square foot office and plant facility on a 2.8 acre tract
owned by the company in Derbyshire, England. Syntron's Asian subsidiary, Syntron
Asia Pte. Ltd., operates from a company-owned 33,300 square foot office and
plant facility on a 1.4 acre tract it leases in Singapore.

Symtronix conducts its operations from 6,600 square feet of office space
leased in Houston, Texas.

The Company believes that it has adequate and suitable facilities for the
business levels expected over the next several years. The Company maintains
customary compensation, liability and property insurance for all of its
operations.

ITEM 3. LEGAL PROCEEDINGS

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.

8
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of 1998, no matter was submitted to a vote of the
Company's security holders.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock trades on the Nasdaq National Market under the
symbol "GSCI". At March 26, 1999, the Company had 25 stockholders of record.

The following table sets forth the high and low sales prices for the
Company's Common Stock for the quarters indicated. The Company's common stock
commenced trading on May 17, 1996.

PRICE RANGE OF COMMON STOCK

1998 1997
-------------- --------------
QUARTER HIGH LOW HIGH LOW
------- ----- ----- ----- -----
First................................ $12 1/2 $10 $15 $11
Second............................... 14 1/2 10 1/4 13 3/4 9
Third................................ 13 7/8 8 1/2 14 5/8 9 5/8
Fourth............................... 11 8 1/4 13 1/2 9 3/8

The Company has not paid any dividends on its Common Stock and does not
expect to pay dividends on its Common Stock in the foreseeable future.

<PAGE>
ITEM 6. SELECTED FINANCIAL DATA

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

The following selected consolidated financial data as of and for the five
years ended December 31, 1998, have been derived from audited consolidated
financial statements. This information should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements as of December 31, 1998
and 1997 and for each of the three years in the period ended December 31, 1998,
and the related notes thereto included elsewhere in this Form 10-K.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1998 1997 1996 1995 1994
--------- --------- --------- --------- ---------
STATEMENT OF INCOME DATA:
<S> <C> <C> <C> <C> <C>
Revenue.............................. $ 122,933 $ 94,451 $ 90,896 $ 61,590 $ 47,374
Cost of revenue...................... 83,808 60,566 57,134 35,452 22,701
--------- --------- --------- --------- ---------
Gross margin................ 39,125 33,885 33,762 26,138 24,673
--------- --------- --------- --------- ---------
Expenses:
Selling, general and
administrative expense......... 25,673 21,259 17,952 12,873 10,097
Company-sponsored product
development.................... 8,579 7,902 6,707 6,876 5,461
Interest expense................. 2,586 2,442 1,374 1,888 997
Interest and other income, net... (760) (1,252) (938) (1,300) (278)
--------- --------- --------- --------- ---------
Total expenses.............. 36,078 30,351 25,095 20,337 16,277
--------- --------- --------- --------- ---------
Income from continuing
operations before income
taxes..................... 3,047 3,534 8,667 5,801 8,396
Provisions for income taxes.......... 111 1,096 2,687 1,818 2,743
--------- --------- --------- --------- ---------
Income from continuing
operations................ 2,936 2,438 5,980 3,983 5,653
Discontinued operations:
Gain on disposal(1).............. 4,573
(Loss) income from
operations(1).................. (1,588) (2,313) (4) 66
Loss from operations(2).......... (435) (926)
Loss on disposal(2).............. (144)
--------- --------- --------- --------- ---------
Net income.................. $ 7,509 $ 850 $ 3,667 $ 3,400 $ 4,793
--------- --------- --------- --------- ---------
PER SHARE DATA:
Earnings (loss) per common share:
Continuing operations
Basic and diluted........... $ .29 $ .24 $ .63 $ .50 $ .72
Discontinued operations
Basic and diluted........... .46 (.16) (.24) (.07) (.11)
Net income
Basic and diluted........... .75 .08 .39 .43 .61
Weighted average common shares
outstanding:
Basic............................ 9,983 10,088 9,448 7,900 7,900
Diluted.......................... 10,008 10,109 9,451 7,900 7,900
OTHER DATA-CONTINUING OPERATIONS:
Capital expenditures................. $ 9,772 $ 8,851 $ 6,601 $ 6,181 $ 3,316
Depreciation and amortization........ 8,312 6,055 4,721 4,105 3,354
<CAPTION>
AS OF DECEMBER 31,
-----------------------------------------------------
1998 1997 1996 1995 1994
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA (END OF PERIOD):
Working capital...................... $ 42,132 $ 36,718 $ 36,863 $ 6,161 $ 10,225
Total assets......................... 150,850 148,190 123,826 98,890 66,669
Notes payable........................ 29,883 29,832 16,197 11,681 4,343
Payable to Tech-Sym.................. 10,423 9,823 5,126 23,554 14,940
Long-term debt....................... 5,413 9,445 4,620 5,386 2,728
Shareholders' investment............. 79,590 71,767 74,804 33,268 29,866
</TABLE>
- ------------
(1) Relates to the discontinued geoscientific software subsidiary, CogniSeis
Development, Inc., net of applicable income tax benefits and expenses. See
Note 2 of Notes to Consolidated Financial Statements.

(2) Relates to the discontinued operation of the Syntron Pressure Controls
business (formerly known as Tri-Tech) acquired in 1992 and sold in 1995, net
of applicable income tax benefits.

10
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

In June 1997, the Company adopted a plan to sell its geoscientific software
subsidiary, CogniSeis Development, Inc. ("CogniSeis"). Accordingly, the
Consolidated Statement of Income of the Company has been reclassified for all
periods presented to report separately the results of the discontinued operation
through June 30, 1997 (the "measurement date").

On October 14, 1997 (the "disposal date"), The Company sold CogniSeis to
Paradigm Geophysical Corporation for cash of $8,929,000, net of certain
liabilities assumed pursuant to the terms of the sale agreement, plus a note
receivable. The Company received payment in full of the note receivable on July
8, 1998 and realized a net gain of $4,573,000 on the sale.

Oil prices remained depressed through most of 1998. As a result, several
oil companies have announced reduced budgets for oil and gas exploration. In
response, several of our customers have announced plans to reduce capital
expenditures. This could cause cancellation or restructuring of orders,
postponement of delivery or payment and a decrease in future orders. Continued
depressed oil prices could result in lower sales in the future.

Management's discussion and analysis of the results of operations reflects
the reclassification of the discontinued operation.

1998 COMPARED TO 1997

REVENUE. The Company's revenue for the year ended December 31, 1998,
increased 30% to $122,933,000 from $94,451,000 in 1997. The $28,482,000 increase
in revenue resulted from the increase in the number of new seismic vessels that
were equipped during the year and the addition of a new customer that had
historically produced its own equipment. Revenue from 24-bit electronic data
modules increased $14,600,000 to $39,300,000 as compared to $24,700,000 in 1997.
Shipment of seismic cables increased only slightly over the prior year. The
remaining increase in revenue was spread over the Company's other products and
services.

GROSS MARGIN. The Company's gross margin increased 15% or $5,240,000 to
$39,125,000 from $33,885,000 in 1997. As a percentage of revenue, gross margin
decreased to 32% in 1998 from 36% in 1997. The decrease in the gross margin
percent for the year was primarily due to (i) a $6,000,000 provision to reduce
the carrying value of the PolySeis product line inventory to the amount expected
to be realized through future activity, (ii) increased warranty costs associated
with certain hydrophones with depth limiting sensors, (iii) increased provision
for inventory obsolescence and write-off and (iv) increased overhead costs,
mainly for higher tangible property taxes as a result of larger inventory
values. These increased costs more than offset the margin improvement that
resulted from the higher volume of electronic data modules included in the
product sales mix versus the prior year.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. The Company's consolidated
selling, general and administrative expenses for 1998 increased 21% or
$4,414,000 to $25,673,000 from $21,259,000 in 1997. These expenses as a
percentage of revenue decreased to 21% in 1998 from 23% in 1997. The primary
reasons for the increase were (i) increased royalty costs associated with the
increased 24-bit module sales, (ii) costs associated with the IT System
conversion, (iii) additional reserves for potential bad debts and (iv) other
increases directly related to the increase in the business for the year.

COMPANY-SPONSORED PRODUCT DEVELOPMENT. Expenditures for company-sponsored
product development were $8,579,000 for 1998 compared to $7,902,000 for 1997.
The $677,000 increase over the prior year primarily resulted from the costs
incurred to modify and enhance the PolySeis product line for the addition of
local data storage capability, development of a new recording system and for
continuing efforts to develop new reservoir monitoring equipment. The Company
anticipates reservoir monitoring to be a major growth market for seismic
equipment manufacturers in the future. Additionally, during the year the Company
undertook the task of developing and converting its existing electronic seismic
data collection products to fiber optic communication lines.

11
<PAGE>
INTEREST EXPENSE. Interest expense for 1998 increased to $2,586,000 from
$2,442,000 in 1997. The $144,000 increase resulted from higher borrowing to
support expenditures for capital equipment and facilities and to finance the
growth in inventories.

INTEREST AND OTHER INCOME, NET. For 1998, net interest and other income
was $760,000 as compared to $1,252,000 in 1997. The $492,000 or 39% decrease
resulted primarily from decreased income associated with financing certain
customer sales.

PROVISION FOR INCOME TAXES. The overall effective tax rate for the year
was 25.6% as compared to 31% in 1997. The primary difference between this
effective tax rate and the U.S. statutory rate of 35% is due to realization of
the Foreign Sales Corporation ("FSC") benefit for 1997 and estimated FSC
benefit for 1998. The recognition of the FSC benefits reduced the 1998 effective
tax rate for continuing operations to 3.6% as compared to 31% in 1997.

INCOME FROM CONTINUING OPERATIONS. The Company's 1998 income from
continuing operations was $2,936,000 or $0.29 per share compared to $2,438,000
or $0.24 per share in 1997, reflecting the lower gross margin percentage, higher
operating expenses and the favorable tax rate for the year.

DISCONTINUED OPERATIONS. In 1998, upon resolution of certain provisions of
the sale agreement and collection of the related receivable, the Company
recognized a net gain of $4,573,000 or $0.46 per share on the sale of CogniSeis
Development, Inc. In 1997, the Company recognized a loss on the operations of
CogniSeis of $1,588,000 or $0.16 per share.

NET INCOME. The Company's net income was $7,509,000 or $0.75 per share as
compared to $850,000 or $0.08 per share in 1997, reflecting the net effect of
the items described above.

1997 COMPARED TO 1996

REVENUE. The Company's revenue for the year ended December 31, 1997,
increased 4% to $94,451,000 from $90,896,000 in 1996. The $3,555,000 increase in
revenue resulted from increased shipments of seismic cables and an unusually
large contract awarded in the first quarter of the year to provide technical
data services to potential bidders on oil exploration leases. The seismic
products shipped in 1997 as compared to 1996 included more seismic cables and
less data acquisition modules. Shipment of seismic cables increased 43% to
$40,900,000 as compared to 1996, while shipments of data acquisition modules
decreased 22% to $24,700,000 as compared to 1996. Aggressive competitive pricing
on seismic cables and digital acquisition modules plus customers' delays in
placing equipment orders until later in the third and fourth quarters hampered
further revenue growth. The delayed placement of the equipment orders resulted
in a year end backlog for seismic data acquisition equipment of approximately
$52,300,000, a $42,300,000 increase over the 1996 year end backlog. The Company
shipped substantially all of the backlog in 1998.

GROSS MARGIN. The Company's gross margin increased $123,000, less than 1%,
to $33,885,000 compared to $33,762,000 in 1996. As a percentage of revenue,
gross margin decreased to 36% in 1997 from 37% in 1996. The margin decrease for
the year was primarily due to (i) a change in sales mix whereby seismic cables,
which typically carry lower margins than the digital data acquisition modules,
represented 43% of the 1997 revenue as compared to 31% of 1996 revenue, (ii)
increased engineering, manufacturing and warranty costs associated with the
24-bit seismic data acquisition module and (iii) increased manufacturing costs
within the domestic seismic cable manufacturing facility.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. The Company's consolidated
selling, general and administrative expenses for 1997 increased $3,307,000 or
18% to $21,259,000. These expenses as a percentage of revenue increased to 23%
in 1997 from 20% in 1996. The primary reasons for the increase were (i)
increased commission costs associated with increased international sales, (ii)
higher consulting costs associated with seismic cable sales, (iii) additional
support personnel costs associated with higher employment levels added during
the year in anticipation of accelerated business growth and (iv) the additional
costs of managing the consolidated business and being a publicly traded company.

12
<PAGE>
COMPANY-SPONSORED PRODUCT DEVELOPMENT. Expenditures for company-sponsored
product development were $7,902,000 for 1997 compared to $6,707,000 for 1996.
The $1,195,000 or 18% increase over the prior year primarily resulted from the
costs incurred for design changes to the 24-bit seismic data acquisition module
and prototype costs related to efforts to develop new reservoir monitoring
equipment. The design changes made to the 24-bit module during the year are
expected to result in lower manufacturing costs for the product in future
periods. The Company anticipates reservoir monitoring to be a major growth
market for seismic equipment manufacturers in the future.

INTEREST EXPENSE. Interest expense for 1997 increased to $2,442,000 from
$1,374,000 in 1996. The $1,068,000 increase resulted from higher borrowings to
support the increased expenditures for capital equipment and facilities, and to
finance the growth in inventories and accounts receivables. Inventory growth
occurred primarily in 24-bit data acquisition modules, seismic cables and
PolySeis ATS [TM] System components. The increase in the receivable balance
throughout the year resulted from extended payment terms given to certain
customers combined with an increased level of product shipments.

INTEREST AND OTHER INCOME, NET. For 1997, net interest and other income
was $1,252,000 as compared to $938,000 in 1996. The $314,000 or 33% increase
resulted from increased income associated with financing certain customer sales
and increases in other miscellaneous income.

PROVISION FOR INCOME TAXES. Provision for income taxes for 1997 decreased
as a result of lower income from continuing operations. The Company's effective
tax rate of 31% on income from continuing operations remained the same from
1996.

INCOME FROM CONTINUING OPERATIONS. The Company's 1997 income from
continuing operations was $2,438,000 or $0.24 per share compared to $5,980,000
or $0.63 per share in 1996, reflecting the lower gross margin percentage and
higher operating expenses that more than offset the increase in revenue for the
year.

DISCONTINUED OPERATION. The 1997 loss from the discontinued operation,
$1,588,000 or $0.16 per share included CogniSeis' operating results through June
30, 1997, the measurement date, whereas the 1996 loss of $2,313,000 or $0.24 per
share reflected a complete year of CogniSeis' operations.

NET INCOME. The Company's net income was $850,000 or $0.08 per share as
compared to $3,667,000 or $0.39 per share in 1996, reflecting the net effect of
the items described above.

LIQUIDITY & CAPITAL RESOURCES

During 1998, the Company satisfied its working capital and capital
expenditure requirements by cash flows from operating activities, proceeds
received on the note receivable related to the sale of a business in 1997,
through borrowings from a financial institution and loans from an affiliate,
Tech-Sym Corporation.

At December 31, 1998, the Company's working capital was $42,132,000 as
compared to $36,718,000 at December 31, 1997. The Company's operations provided
cash in the amount of $3,726,000 in 1998 and used cash in the amount of
$17,109,000 and $13,778,000 in 1997 and 1996, respectively. The cash provided
from operations in 1998 primarily resulted from the improved net income over the
prior year and collection of receivables, partially offset by growth in
inventories.

Receivables and long-term receivables are concentrated in large domestic
and foreign oil and gas exploration companies. The Company performs periodic
evaluations of the relative credit standing of these companies and attempts to
limit the amount of exposure with any individual company. A significant amount,
approximately 23%, of receivables are with foreign oil and gas exploration
companies located in Russia and in China.

13
<PAGE>
January 1999, the Company shipped $1,100,000 of PolySeis inventory to a Chinese
customer. The Company expects to generate additional revenue from the sale of
the product in the latter half of 1999, but the timing of such transactions may
be substantially delayed and such expected transactions may not materialize at
all. The Company recognized leasing revenues related to the PolySeis product of
approximately $800,000 for each of the years ended December 31, 1998 and 1997.
The Company expects to generate similar leasing revenues in 1999.

As a result of the limited market acceptance of the product to date and the
competitive factors the Company currently faces, the Company determined that a
writedown to reduce the carrying value of the PolySeis inventory to an estimate
of its net realizable value was appropriate at December 31, 1998. A charge of
$6,000,000 to cost of goods sold has been recognized in the Company's income
statement for the year ended December 31, 1998 to recognize the effect of
certain inventory for which no revenue is expected to be generated, certain
expected promotional activities, the slower than expected market maturation and
the obsolescence of certain components due to modifications in configurations
and design.

At December 31, 1998, the Company had short-term line of credit facilities
aggregating $30,125,000 of which $4,760,000 was available for additional
short-term borrowings. These lines of credit are substantially guaranteed by
Tech-Sym. Through February 28, 1999, the Company had an agreement with a
financial institution to sell up to a total of $15,000,000 of eligible customer
notes receivable to the financial institution at 100% of the principal amount
thereof, subject to approval of the credit worthiness of the customers issuing
notes and the satisfaction of other conditions. The Company is obligated to
repurchase these notes from the financial institution in the event of customer
default or other covenant violations. As of December 31, 1998, the financial
institution had purchased notes which, in the aggregate, would obligate the
Company to repurchase $3,149,000 in principal amount of notes in the event of
customer defaults. As of February 28, 1999, the agreement was amended to
eliminate the obligation of the bank to purchase additional notes. To date, the
Company has not experienced any financial losses due to nonpayment by its
customers or other covenant violations. Tech-Sym currently guarantees the
payment obligations of the Company under the repurchase agreement.

It is expected that continuing investment will be required in capital
equipment and facilities to enable the Company to operate efficiently and
provide for business growth. During 1998, the Company completed construction of
an 80,000 square foot production facility on its property located at 17200 Park
Row, Houston, Texas. Capital expenditures for land, buildings and improvements,
and machinery and equipment were $9,772,000, $9,552,000 and $7,649,000 for 1998,
1997 and 1996, respectively, and are expected to be approximately $5,000,000 in
1999. The Company believes that the funds required for working capital needs and
capital expenditures will come from cash flows from operations, unused credit
available under credit facilities, long term financing and loans from an
affiliate.

FLUCTUATIONS IN OPERATING RESULTS

Due to the relatively high sales price of a seismic data acquisition system
(typically ranging from $1,500,000 to more than $10,000,000) and relatively low
unit sales volume, the timing in the shipment of systems and the mix of other
seismic products and services 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 other countries, technological changes
in products sold, 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.

ITEM 7.A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

GeoScience is exposed to market risks, which include changes in U.S. and
international interest rates as well as changes in currency exchange rates as
measured against the U.S. dollar and each other. To date, the Company has not
experienced any material effects, positively or negatively, to its financial
position or results of operations due to changes in either interest rates or
currency exchange rates. The Company did not have any marketable securities at
December 31, 1998.

14
<PAGE>
GeoScience has not established a company policy regarding foreign currency
hedging activities as the vast majority of its financial transactions are U.S.
dollar based. The Company's policy regarding investments of cash is to limit its
investments to marketable securities of investment grade rating, and to limit
the amount of investment with any single institution. The emphasis is on capital
preservation and immediate access to funds.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item is set forth in a separate section of
this Report on Form 10-K. See the accompanying "Index of Financial Statements"
at Page F-1. Such information is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information set forth under the caption "Election of Directors" and
"Executive Officers of the Registrant" in the Company's Proxy Statement for
its 1999 Annual Meeting of Stockholders (the "Proxy Statement"), which is to
be filed with the Securities and Exchange Commission (the "Commission") within
120 days of December 31, 1998 pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended ("the Act"), is incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION

The information set forth under the caption "Executive Compensation" in
the Company's Proxy Statement, which is to be filed with the Commission within
120 days of December 31, 1998, pursuant to Regulation 14A under the Act, is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the Company's Proxy Statement, which is to
be filed with the Commission within 120 days of December 31, 1998, pursuant to
Regulation 14A under the Act, is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth under the caption "Certain Transactions with
Management" in the Company's Proxy Statement, which is to be filed with the
Commission within 120 days of December 31, 1998, pursuant to Regulation 14A
under the Act, is incorporated herein by reference.

15
<PAGE>
PART IV

ITEM 14. EXHIBITS, REPORTS ON FORM 8-K, AND FINANCIAL STATEMENT SCHEDULES.

(a) The following documents are filed as a part of this report:

1. FINANCIAL STATEMENTS:
SEE THE ACCOMPANYING "INDEX OF FINANCIAL STATEMENTS" AT PAGE F-1.

2. FINANCIAL STATEMENT SCHEDULE:
SEE THE ACCOMPANYING "INDEX OF FINANCIAL STATEMENTS" AT PAGE F-1.

3. EXHIBITS:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------------------------ ------------------------------------------------------------------------------------------
<C> <S>
3.1* -- Articles of Incorporation of GeoScience Corporation (Exhibit 3.1 to Registrant's
Registration Statement (No. 333-2986) on Form S-1, as amended).
3.2* -- Bylaws of GeoScience Corporation (Exhibit 3.2 to Registrant's Registration Statement (No.
333-2986) on Form S-1, as amended).
4.1* -- Specimen Common Stock Certificate (Exhibit 4.2 to Registrant's Registration Statement (No.
333-2986) on Form S-1, as amended).
10.1*+ -- Amended and Restated 1996 Equity Incentive Plan (Exhibit 10 (b) to Registrant's Quarterly
Report for the quarterly period ended June 30, 1997 (No. 0-28922).
10.2* -- Form of Corporate Services Agreement (Exhibit 10.2 to Registrant's Registration Statement
(No. 333-2986) on Form S-1, as amended).
10.3* -- Form of Intercompany Credit Agreement (Exhibit 10.3 to Registrant's Registration Statement
(No. 333-2986) on Form S-1, as amended).
10.4* -- Form of Tax Allocation Agreement (Exhibit 10.4 to Registrant's Registration Statement (No.
333-2986) on Form S-1, as amended).
10.5* -- Form of Shareholder Agreement (Exhibit 10.5 to Registrant's Registration Statement (No.
333-2986) on Form S-1, as amended).
10.6* -- Form of Stock Restriction and Registration Agreement (Exhibit 10.6 to Registrant's
Registration Statement (No. 333-2986) on Form S-1, as amended).
10.7* -- Loan Agreement dated December 6, 1996 between Registrant and Wells Fargo Bank (Texas) N.A.
(Exhibit 10.7 to Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (No. 0-28422)).
10.8* -- First Amendment dated April 30, 1997 to Loan Agreement dated December 6, 1996 between
Registrant and Wells Fargo Bank (Texas) N.A. (Exhibit 10.8 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1997 (No. 0-28422)).
10.9* -- Second Amendment dated December 10, 1997 to Loan Agreement dated December 6, 1996 between
Registrant and Wells Fargo Bank (Texas) N.A. (Exhibit 10.9 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1997 (No. 0-28422)).
10.10 -- Third Amendment dated April 30, 1998, to Loan Agreement dated December 6, 1996, between
Registrant and Wells Fargo Bank (Texas) N.A.
10.11 -- Fourth Amendment dated October 30, 1998, to Loan Agreement dated December 6, 1996, between
Registrant and Wells Fargo Bank (Texas) N.A.
10.12* -- Amended and Restated Loan Agreement dated December 6, 1996 between Syntron and Wells Fargo
Bank (Texas) N.A. (Exhibit 10.11 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (No. 0-28422)).
10.13* -- First Amendment dated April 30, 1997 to Amended and Restated Loan Agreement dated December
6, 1996 between Syntron and Wells Fargo Bank (Texas) N.A. (Exhibit 10.11 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1997 (No. 0-28422)).
</TABLE>

16
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------------------------ ------------------------------------------------------------------------------------------
10.14* -- Second Amendment dated December 10, 1997 to Amended and Restated Loan Agreement dated
December 6, 1996 between Syntron and Wells Fargo Bank (Texas) N.A. (Exhibit 10.12 to
Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 (No.
0-28422)).
<C> <S>
10.15 -- Third Amendment dated April 30, 1998, to Amended and Restated Loan Agreement dated
December 6, 1996, between Syntron and Wells Fargo (Texas) N.A.
10.16 -- Fourth Amendment dated October 30, 1998, to Amended and Restated Loan Agreement dated
December 6, 1996, between Synton and Wells Fargo Bank (Texas) N.A.
10.17*+ -- Form of Nonemployee Director Stock Option Agreement.
10.18*+ -- Termination Agreement dated May 1, 1991 between Tech-Sym Corporation and J. Rankin
Tippins. (Exhibit 10.14 to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (No. 0-28422)).
10.19*+ -- Termination Agreement dated May 1, 1991 between Tech-Sym Corporation and Ray F. Thompson.
(Exhibit 10.15 to Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (No. 0-28422)).
10.20*+ -- Termination Agreement dated May 1, 1991 between Tech-Sym Corporation and Richard F. Miles.
(Exhibit 10.16 to Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (No. 0-28422)).
10.21*+ -- First Amendment dated June 21, 1994 to Termination Agreement dated May 1, 1991 between
Tech-Sym Corporation and Richard F. Miles. (Exhibit 10.17 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 (No. 0-28422)).
10.22*+ -- Executive Retirement Agreement, as amended and restated, dated April 30, 1992 between
Tech-Sym Corporation and Wendell W. Gamel. (Exhibit 10.18 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 (No. 0-28422)).
10.23*+ -- Executive Retirement Agreement, as amended and restated, dated April 30, 1992 for Ray F.
Thompson. (Exhibit 10.19 to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (No. 0-28422)).
10.24*+ -- Executive Retirement Agreement, as amended and restated, dated April 30, 1992 between
Tech-Sym Corporation and J. Rankin Tippins. (Exhibit 10.20 to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996 (No. 0-28422)).
10.25*+ -- Executive Retirement Agreement dated April 26, 1994 between Tech-Sym Corporation and
Richard F. Miles. (Exhibit 10.21 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (No. 0-28422)).
21 -- Subsidiaries of GeoScience.
23 -- Consent of Independent Accountants.
24 -- Power of Attorney.
27 -- Financial Data Schedule.
</TABLE>
- -----------
* Indicates documents incorporated by reference from the prior filing
indicated.

+ Indicates management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to the requirements of Item 14(c) of Form
10-K.

(b) REPORTS ON FORM 8-K.

None.

17
<PAGE>
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

GEOSCIENCE CORPORATION
(Registrant)

By: /s/ RICHARD F. MILES
RICHARD F. MILES, PRESIDENT
(PRINCIPAL EXECUTIVE OFFICER
AND DIRECTOR)

March 30, 1999

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE
- -------------------- ------------------------------------ ---------------
/s/ RAY F. THOMPSON Vice President, Chief March 30, 1999
(RAY F. THOMPSON) Financial Officer,
Treasurer (Principal
Financial and Accounting
Officer) and Director
_
/s/ J. MICHAEL CAMP* |
(J. MICHAEL CAMP) |
|
/s/ W. L. CREECH* |
(W. L. CREECH) |
|
/s/ MICHAEL C. FORREST* |
(MICHAEL C. FORREST) |
|
/s/ WENDELL W. GAMEL* |Directors of the Registrant March 30, 1999
(WENDELL W. GAMEL) |
|
/s/ CHRISTOPHER C. KRAFT, JR.*|
(CHRISTOPHER C. KRAFT, JR.)|
|
/s/ EDWARD R. PRINCE, JR.* |
(EDWARD R. PRINCE, JR.) |
|
/s/ J. RANKIN TIPPINS* |
(J. RANKIN TIPPINS) |
_|
*By: /s/ RAY F. THOMPSON
RAY F. THOMPSON
(ATTORNEY-IN-FACT)

<PAGE>
GEOSCIENCE CORPORATION
INDEX OF FINANCIAL STATEMENTS

PAGE
----
Financial Statements:
Report of Independent
Accountants..................... F-2
Consolidated Statement of Income
for the years ended December
31, 1998,
1997 and 1996................. F-3
Consolidated Balance
Sheet -- December 31, 1998 and
1997........................... F-4
Consolidated Statement of Cash
Flows for the years ended
December 31, 1998, 1997 and
1996........................... F-5
Consolidated Statement of
Changes in Shareholders'
Investment for the
years ended December 31, 1998,
1997 and 1996.................. F-6
Notes to Consolidated Financial
Statements..................... F-7
Financial Statement Schedule:
Schedule II -- Valuation and
Qualifying Accounts and
Reserves....................... F-21

All other schedules have been omitted because they are not applicable or
the required information is presented in the financial statements or the notes
to the financial statements.

F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors of GeoScience Corporation

In our opinion, the consolidated financial statements listed in the index
appearing on page F-1, present fairly, in all material respects, the financial
position of GeoScience Corporation and its subsidiaries at December 31, 1998 and
1997, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles. In addition, in our opinion, the financial
statement schedule listed in the index appearing on page F-1, presents fairly,
in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and the financial statement schedule are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and the financial statement schedule 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.

PRICEWATERHOUSECOOPERS LLP

Houston, Texas
February 23, 1999, except as to paragraph 4 of Note 1,
which is as of March 24, 1999

F-2
<PAGE>
GEOSCIENCE CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

FOR THE YEAR ENDED DECEMBER 31,
--------------------------------
1998 1997 1996
---------- --------- ---------
Revenue.............................. $ 122,933 $ 94,451 $ 90,896
Cost of revenue...................... 83,808 60,566 57,134
---------- --------- ---------
Gross margin............... 39,125 33,885 33,762
---------- --------- ---------
Expenses:
Selling, general and
administrative expense........ 25,673 21,259 17,952
Company-sponsored product
development................... 8,579 7,902 6,707
Interest expense................ 2,586 2,442 1,374
Interest and other income,
net........................... (760) (1,252) (938)
---------- --------- ---------
36,078 30,351 25,095
---------- --------- ---------
Income from continuing
operations
before income taxes..... 3,047 3,534 8,667
Provision for income taxes........... 111 1,096 2,687
---------- --------- ---------
Income from continuing
operations.............. 2,936 2,438 5,980
Discontinued operation:
Gain on sale of CogniSeis, less
applicable income tax expense
of $2,476..................... 4,573
Loss from operations of
CogniSeis, less applicable
income tax benefits of $714
and $1,039, respectively...... (1,588) (2,313)
---------- --------- ---------
Net income................. $ 7,509 $ 850 $ 3,667
---------- --------- ---------
Earnings (loss) per common share:
Continuing operations -- basic
and diluted................... $ .29 $ .24 $ .63
Discontinued operation -- basic
and diluted................... .46 (.16) (.24)
---------- --------- ---------
Net income -- basic and
diluted....................... $ .75 $ .08 $ .39
========== ========= =========
Weighted average common shares
outstanding:
Basic........................... 9,983 10,088 9,448
Diluted......................... 10,008 10,109 9,451

The accompanying notes are an integral part of these consolidated financial
statements.

F-3
<PAGE>
GEOSCIENCE CORPORATION
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT PAR VALUE AND NUMBER OF SHARES)

DECEMBER 31,
----------------------
1998 1997
---------- ----------
ASSETS
Current assets:
Cash and cash equivalents....... $ 659 $ 799
Receivables -- net.............. 35,332 44,348
Inventories -- net.............. 65,046 54,940
Other........................... 6,162 2,499
---------- ----------
Total current assets....... 107,199 102,586
Property, plant and
equipment -- net................... 28,334 25,440
Long-term receivables -- net......... 9,566 13,548
Other assets......................... 5,751 6,616
---------- ----------
Total assets............... $ 150,850 $ 148,190
========== ==========
LIABILITIES
Current liabilities:
Notes payable and current
maturities of long-term debt... $ 29,883 $ 29,832
Accounts payable................ 14,471 12,689
Unearned revenue................ 287 1,831
Taxes on income................. 1,621 4,210
Payable to Tech-Sym
Corporation.................... 10,423 9,823
Other accrued liabilities....... 8,382 7,483
---------- ----------
Total current
liabilities............. 65,067 65,868
Long-term debt.................. 5,413 9,445
Other liabilities and deferred
credits........................ 780 1,110
---------- ----------
Total liabilities.......... 71,260 76,423
---------- ----------
COMMITMENTS AND CONTINGENCIES (Note
12)
SHAREHOLDERS' INVESTMENT
Common stock -- authorized
35,000,000 shares, $0.01 par
value; issued 10,504,350 and
10,498,850 shares................... 105 105
Additional capital................... 44,946 44,893
Accumulated earnings................. 40,956 33,447
Accumulated other comprehensive
(loss).............................. (103) (364)
Common stock held in treasury,
at cost (519,000 shares)............ (6,314) (6,314)
---------- ----------
Total shareholders'
investment.............. 79,590 71,767
---------- ----------
Total liabilities and
shareholders'
investment.............. $ 150,850 $ 148,190
========== ==========

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE>
GEOSCIENCE CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)

FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
1998 1997 1996
--------- ---------- ----------
Cash flows from operating activities:
Net income...................... $ 7,509 $ 850 $ 3,667
Adjustments to reconcile net
income to net cash provided by
(used for) operating
activities:
Depreciation and
amortization............ 8,312 8,016 7,149
Gain on sale of CogniSeis.. (4,573)
Deferred income taxes...... (2,182) (671) (624)
Provision for inventory
writedown............... 6,000
Provision for bad debt..... 2,510 278 591
Change in operating assets and
liabilities:
Receivables................ 6,506 (21,072) (3,093)
Inventories................ (16,106) (9,141) (12,929)
Other current assets....... (399) (627) 200
Long-term receivables...... (5,743) (640) (6,909)
Other assets............... (23) (859) (2,334)
Accounts payable........... 1,782 3,541 (3,034)
Unearned revenue........... (1,544) 2,344 (2,665)
Taxes on income............ (2,622) (229) 2,331
Other liabilities.......... 2,759 (646) 2,233
Payable to Tech-Sym........ 1,540 1,747 1,639
--------- ---------- ----------
Net cash provided by
(used for) operating
activities.......... 3,726 (17,109) (13,778)
--------- ---------- ----------
Cash flows from investing activities:
Capital expenditures............ (9,772) (9,552) (7,649)
Proceeds from sale of CogniSeis. 8,256 8,929
Payments for acquisitions, net
of cash acquired.............. (3,480)
Investment in joint ventures.... (815) (435)
--------- ---------- ----------
Net cash used for
investing
activities......... (2,331) (4,538) (7,649)
--------- ---------- ----------
Cash flows from financing activities:
Net borrowings from (payments
to) Tech-Sym Corporation...... (940) 2,950 (20,067)
Net borrowings under lines of
credit agreements............. 199 10,376 5,100
Proceeds from long-term debt.... 882 3,492 103
Payments on long-term debt...... (1,729) (1,400) (1,453)
Sale of notes receivable with
recourse...................... 8,974
Proceeds from issuance of common
stock......................... 40,428
Proceeds from exercise of stock
options....................... 53 16
Purchase of treasury stock...... (3,268) (3,046)
--------- ---------- ----------
Net cash (used for)
provided by
financing
activities (1,535) 21,140 21,065
--------- ---------- ----------
Net decrease in cash and cash
equivalents........................ (140) (507) (362)
Cash and cash equivalents at
beginning of period........... 799 1,306 1,668
--------- ---------- ----------
Cash and cash equivalents at end
of period..................... $ 659 $ 799 $ 1,306
========= ========== ==========
Supplemental cash flow information:
Cash transactions:
Interest paid to third parties.. $ 2,126 $ 2,804 $ 1,226
Income taxes paid............... 6,097 1,198 738
Noncash transactions:
Reduction in balance of notes
receivable sold with recourse. 3,342 2,482
Settlement of CogniSeis note
receivable ................... 1,244
Note receivable, net, on sale of
CogniSeis..................... 5,883

The accompanying notes are an integral part
of these consolidated financial statements.

F-5
<PAGE>
GEOSCIENCE CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' INVESTMENT
(IN THOUSANDS)
<TABLE>
<CAPTION>
ACCUMULATED
COMMON STOCK OTHER COM- TREASURY STOCK SHAREHOLDERS'
---------------- ADDITIONAL ACCUMULATED PREHENSIVE ---------------- INVESTMENT
SHARES AMOUNT CAPITAL EARNINGS INCOME (LOSS) SHARES AMOUNT TOTAL
------- ------ ---------- ----------- -------------- ------ ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995........... 100 $ 1 $ 4,553 $28,930 $ (216) $ $33,268
Comprehensive income for 1996:
Net income......................... 3,667
Other comprehensive income, net of
tax:
Foreign currency translation
adjustments.................... 487
Total comprehensive income..... 4,154
Issuance of GeoScience common
stock.............................. 10,398 104 40,324 40,428
Acquisition of treasury shares....... 240 (3,046) (3,046)
------- ------ ---------- ----------- -------------- ------ ------- -------------
Balance, December 31, 1996........... 10,498 105 44,877 32,597 271 240 (3,046) 74,804
Comprehensive income for 1997:
Net income......................... 850
Other comprehensive income, net of
tax:
Foreign currency translation
adjustments (635)
Total comprehensive income..... 215
Issuance of common stock for stock
options............................ 1 16 16
Acquisition of treasury shares....... 279 (3,268) (3,268)
------- ------ ---------- ----------- -------------- ------ ------- -------------
Balance, December 31, 1997........... 10,499 105 44,893 33,447 (364) 519 (6,314) 71,767
Comprehensive income for 1998:
Net income......................... 7,509
Other comprehensive income, net of
tax:
Foreign currency translation
adjustments.................... 261
Total comprehensive income..... 7,770
Issuance of common stock for stock
options............................ 5 53 53
------- ------ ---------- ----------- -------------- ------ ------- -------------
Balance, December 31, 1998........... 10,504 $105 $ 44,946 $40,956 $ (103) 519 $(6,314) $79,590
======= ====== ========== =========== ============== ====== ======= =============

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE>
GEOSCIENCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

GeoScience Corporation (the "Company"), a majority-owned (79.12%)
subsidiary of Tech-Sym Corporation ("Tech-Sym"), and its subsidiaries designs,
develops, manufactures and markets seismic data acquisition systems and related
products and provides services for the oil and gas exploration and production
industry.

The Company was formed in March 1996 to effect the combination of certain
wholly owned subsidiaries of Tech-Sym: Syntron, Inc. and subsidiaries
("Syntron"); CogniSeis Development, Inc. and subsidiaries ("CogniSeis"); and
Symtronix Corporation ("Symtronix"). The reorganization was accounted for as
combination of entities under common control and, accordingly, the net assets of
the Company were recorded at their historical cost basis at that time.

As discussed in Note 2, the Company sold its geoscientific software
subsidiary, CogniSeis, on October 14, 1997. CogniSeis is presented as a
discontinued operation in these financial statements. The presentation of the
discontinued operation includes segregation of the net gain on the sale and the
operating results of CogniSeis in the Consolidated Statement of Income for the
years ended December 31, 1998, 1997 and 1996 and the related income and expense
footnotes. The net assets of the discontinued operation are not segregated in
the Consolidated Statement of Cash Flows at December 31, 1997 and 1996.

In December 1998, the Board of Directors of the Company and Tech-Sym
committed to a plan to seek a strategic merger partner for the Company. On
January 18, 1999, the Company and Tech-Sym signed an agreement to merge the
Company with a third party, subject to stockholder and regulatory approval. The
Company, Tech-Sym and the third party have subsequently terminated the proposed
merger. The third party has paid the Company $3,000,000 in connection with such
termination. The Company and Tech-Sym will continue to pursue opportunities to
combine the Company's operations with a strategic partner.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of GeoScience
Corporation and its subsidiaries after the elimination of intercompany
transactions. Investments in a Chinese joint venture and a joint venture in the
United Kingdom, over which the Company has significant influence, but not a
controlling interest, are carried on the equity basis.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires the Company's 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 revenue and
expenses during the reporting period. It is possible that actual results could
differ significantly from those estimates and that significant changes to
estimates could occur. The Company's management believes that the estimates used
in these financial statements are reasonable.

CASH AND CASH EQUIVALENTS

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

REVENUE RECOGNITION

Revenue from the sale of hardware products is recognized at the time of
shipment unless significant future obligations remain. Where significant future
obligations exist, revenue is not recognized until obligations have been
satisfied or are no longer significant. Revenue from equipment leases is
recognized

F-7
<PAGE>
GEOSCIENCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ratably over the contract period. Unearned revenue represents advance
payments for inventory shipped to customers where customer acceptance has not
occurred.

INVENTORIES

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

DEPRECIATION AND AMORTIZATION

Depreciation of plant and equipment is provided using the straight-line
method over the estimated useful lives of the related assets. Major renewals and
betterments are capitalized while minor replacements, maintenance, and repairs
that do not extend useful lives are expensed. The costs 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.

Intangible assets are amortized using the straight-line method over 5 to 15
years. Amortization expense from continuing operations was $1,188,000, $666,000
and $1,231,000 in 1998, 1997 and 1996, respectively. Amortization expense
related to the discontinued operation was $1,068,000 and $1,345,000 in 1997 and
1996, respectively. Intangible assets of $4,071,000 and $4,941,000 at December
31, 1998 and 1997, respectively, are included in other assets and are net of
accumulated amortization of $4,353,000 and $3,541,000 at December 31, 1998 and
1997, respectively.

LONG-LIVED ASSETS

The Company reviews for the impairment of long-lived assets and certain
identifiable intangibles whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The carrying amount
of a long-lived asset is considered impaired when anticipated undiscounted cash
flows expected to result from the use of the asset and its eventual disposition
is less than its carrying amount. The Company believes that no material
impairment existed at December 31, 1998.

INCOME TAXES

The provision for income taxes is computed based on the pretax income
included in the consolidated statement of income. 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 basis 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.
It is not practicable at this time to determine unrecognized deferred tax
liability for temporary differences related to investments in foreign
subsidiaries.

FOREIGN CURRENCY TRANSLATION

The Company's foreign subsidiaries use their 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 included within accumulated other
comprehensive (loss) as a separate component of shareholders' investment.

STOCK BASED COMPENSATION

In 1996, the Company adopted Statement of Financial Accounting Standard No.
123 ("FAS 123") ACCOUNTING FOR STOCK-BASED COMPENSATION. Upon adoption of FAS
123, the Company continued to measure

F-8
<PAGE>
GEOSCIENCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

compensation expense for its stock-based employee compensation plan using the
intrinsic value method prescribed by APB No. 25, ACCOUNTING FOR STOCK ISSUED TO
EMPLOYEES, and has provided in Note 9 pro forma disclosures of the effect on net
income and earnings per share as if the fair value-based method prescribed by
FAS 123 had been applied in measuring compensation expense.

TRANSFER OF FINANCIAL ASSETS

In 1997, the Company adopted Statement of Financial Accounting Standard No.
125 ("FAS 125") ACCOUNTING FOR TRANSFER AND SERVICING OF FINANCIAL ASSETS AND
EXTINGUISHMENTS OF LIABILITIES. The Company did not sell any notes receivable to
financial institutions in 1998. During 1997, the Company sold $8,974,000 of
notes receivable to a financial institution. In accordance with FAS 125, the
balance of the notes receivable of $3,149,000 and $6,492,000 at December 31,
1998 and 1997, respectively, is reflected as a note receivable and a
corresponding note payable because the Company is contingently liable for the
collection of the notes receivable sold.

EARNINGS PER SHARE

The Company adopted Statement of Financial Accounting Standard No. 128
("FAS 128") EARNINGS PER SHARE for the year ended December 31, 1997. FAS 128
requires the Company to report both basic earnings per share, which is based on
the weighted average number of common shares outstanding, and diluted earnings
per share, which is based on the weighted average number of common shares
outstanding and all dilutive potential common shares outstanding. Stock options
are the only dilutive potential shares the Company has outstanding for all
periods presented. At December 31, 1998, 1997 and 1996 options to acquire
663,000, 374,225 and 443,600 shares of common stock at weighted average exercise
prices of $11.56, $13.22 and $13.13, respectively, were not included in the
computations of dilutive earnings per share because the options' exercise price
was greater than the average market price of the common shares.

The weighted average common shares outstanding was 7,900,000 for all
periods presented prior to the Company's public offering in May 1996. The public
offering increased the shares outstanding by 2,597,600 shares giving effect to
the issuance of 10,497,600 shares of GeoScience common stock.

COMPREHENSIVE INCOME

Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130 ("FAS 130") REPORTING COMPREHENSIVE INCOME. This
statement established standards for reporting and display of comprehensive
income and its components. The Company's comprehensive income is comprised of
net income and foreign currency translation adjustments from those subsidiaries
not using the U.S. dollar as their functional currency. Accumulated other
comprehensive income (loss) by component is summarized in the Consolidated
Statement of Changes in Shareholders' Investment for all years presented. The
tax benefit or expense related to the components of other comprehensive income
were not significant.

SEGMENT REPORTING

In 1998, the Company adopted Statement of Financial Accounting Standards
No. 131 ("FAS 131") DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION. FAS 131 supersedes FAS 14 FINANCIAL REPORTING FOR SEGMENTS of a
Business Enterprise, replacing the "industry segment" approach with the
"management" approach. The management approach designates the internal
reporting that is used by management for making operating decisions and
assessing performance as the source of the Company's reportable segments. FAS
131 also requires disclosures about products and services, geographic areas and
major customers. The adoption of FAS 131 did not affect results of operations or
the financial position of the Company, but did affect the disclosure of segment
information (Note 13) and has been used for all years presented in these
statements.

F-9
<PAGE>
GEOSCIENCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

POSTRETIREMENT BENEFIT PLANS

During 1998, the Company adopted Statement of Financial Accounting
Standards No. 132 ("FAS 132") EMPLOYERS' DISCLOSURES ABOUT PENSIONS AND OTHER
POSTRETIREMENT BENEFITS. FAS 132 amends Statements of Financial Accounting
Standards No. 87, 88 and 106. The adoption of FAS 132 did not affect results of
operations or the financial position of the Company.

RECENT PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("FAS 133") ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. FAS 133 is effective for fiscal years
beginning after June 15, 1999, and established accounting and reporting
standards for derivative instruments. The Company has historically not engaged
in significant derivative instrument activity. Adoption of FAS 133 is not
expected to have a material effect on the Company's financial position or
operational results.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the current
year presentation.

NOTE 2 -- DISCONTINUED OPERATIONS

Effective June 30, 1997 (the "measurement date"), the Company adopted a
plan to sell its geoscientific software subsidiary, CogniSeis Development, Inc.
Accordingly, the Consolidated Statement of Income of the Company was
reclassified for 1997 and 1996 to report separately the results of the
discontinued operation. The results of discontinued operations do not reflect
any interest expense or management fees allocated by the Company.

On October 14, 1997 (the "disposal date"), the Company sold CogniSeis to
Paradigm Geophysical Corporation for cash of $8,929,000, net of certain
liabilities assumed pursuant to the terms of the sale agreement, plus a note
receivable. During 1998, the Company resolved uncertainties surrounding certain
provisions of the sales agreement, received payment in full of the note
receivable and realized a gain of $4,573,000, net of taxes on the sale.

Summarized financial information for CogniSeis was as follows (in thousands
except per share data):

YEAR ENDED DECEMBER 31,
-------------------------------
1998 1997 1996
--------- --------- ---------
Revenue.............................. $ $ 11,398 $ 22,858
Loss before benefit of income
taxes................................ (2,302) (3,352)
Gain on sale of discontinued
operation, net of income tax
expense............................ 4,573
Loss from the discontinued operation,
net of income tax benefit.......... (1,588) (2,313)
Income (loss) per common share from
the discontinued operation:
Basic and diluted............... $ .46 $ (.16) $ (.24)

NOTE 3 -- RECEIVABLES AND LONG-TERM NOTES RECEIVABLE

Receivables at December 31, 1998 and 1997 include trade accounts and the
current portion of long-term notes receivable of $8,760,000 and $7,653,000,
respectively, and are net of reserves for doubtful accounts of $1,049,000 and
$895,000, respectively.

The long-term portion of notes receivable on seismic equipment sales are
net of reserves for doubtful accounts of $47,000 and $117,000 at December 31,
1998 and 1997, respectively. Long-term notes

F-10
<PAGE>
GEOSCIENCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

receivable on seismic equipment sales bear interest at rates between 6.5%-11.2%
and are due to the Company in monthly installments through December 2003. These
long-term notes receivable are generally secured by equipment sold. At December
31, 1998, the current portion of notes receivable includes $3,149,000 sold to a
financial institution with recourse. (see Notes 1 and 12 of Notes to
Consolidated Financial Statements).

NOTE 4 -- INVENTORIES

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

DECEMBER 31,
--------------------
1998 1997
--------- ---------
Raw materials........................ $ 33,819 $ 14,958
Work in process...................... 14,388 16,154
Finished goods....................... 26,426 25,209
--------- ---------
74,633 56,321
Less reserve ........................ (9,587) (1,381)
--------- ---------
$ 65,046 $ 54,940
========= =========

At December 31, 1998 and 1997, gross inventories included $13,591,000 and
$12,026,000, respectively, of electronic components related to the land seismic
data acquisition system product line, PolySeis ATS [TM]. The Company, together
with members of a consortium, first developed this product line in late 1995.
Modifications to enhance the product's reliability and market acceptance were
made by the Company during 1998 and 1997. The Company has recently experienced
sales to third parties and limited leasing activity, but believes that certain
risks of market acceptance exist. The Company continues to actively issue
quotations to prospective customers and expects to continue its PolySeis
marketing and sales activities. In January 1999, the Company shipped $1,100,000
of PolySeis inventory to a Chinese customer. The Company expects to generate
additional revenues from the sale of the product in the latter half of 1999, but
the timing of such transactions may be substantially delayed and such expected
transactions may not materialize at all. The Company recognized leasing revenues
related to the PolySeis product of approximately $800,000 for each of the years
ended December 31, 1998 and 1997.

The Company manages its inventory levels based upon its understanding of
its customers and their capital budgets. On occasion, customers cancel or
restructure orders, postpone delivery or announce plans to decrease future
orders. These events could affect the realizability of the Company's recorded
inventory.

Included in finished goods inventories reflected above are components on
loan to customers of $817,000 and $1,034,000 at December 31, 1998 and 1997,
respectively.

F-11
<PAGE>
GEOSCIENCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 5 -- PROPERTY, PLANT AND EQUIPMENT

The components of property, plant and equipment are summarized as follows
(dollars in thousands):

DECEMBER 31,
ESTIMATED ---------------------
LIVES 1998 1997
--------- --------- ----------
At cost:
Land, buildings and
improvements.................... 10 - 35 $ 12,234 $ 9,120
Machinery and equipment......... 3 - 12 28,932 24,585
Lease units..................... 1 - 3 9,112 7,303
--------- ----------
50,278 41,008
Less accumulated depreciation........ (21,944) (15,568)
--------- ----------
$ 28,334 $ 25,440
========= ==========

Lease units represent systems at customer sites under operating leases or
units held by the Company for leasing to customers. Such units are generally
depreciated over three years. Accumulated depreciation on lease units reflected
above totaled $3,110,000 and $2,718,000 as of December 31, 1998 and 1997,
respectively.

Included in the value of leased units at December 31, 1998 and 1997,
respectively, were $3,199,000 and $1,938,000 of PolySeis products, net of
accumulated depreciation.

Depreciation expense from continuing operations was $7,124,000, $5,389,000
and $4,023,000 for 1998, 1997 and 1996, respectively. Depreciation expense
related to the discontinued operation was $893,000 and $1,083,000 for 1997 and
1996, respectively.

NOTE 6 -- NOTES PAYABLE AND LONG-TERM DEBT

At December 31, 1998, the Company had short-term line of credit facilities
aggregating approximately $30,125,000. Borrowings under these lines may be made
in such amounts and at such maturities and interest rates as are offered by the
bank and accepted by the Company at the time of each borrowing. The lines of
credit contain certain restrictive covenants including limitations on asset
sales, limitations on indebtedness, limitations on investments and certain
financial covenants and ratios. At December 31, 1998 and 1997, borrowings under
lines of credit were $25,365,000 and $25,139,000, respectively, and $4,760,000
was available for additional short-term borrowings at December 31, 1998. These
borrowings were at a weighted average interest rate of 7.1% and 7.6% at December
31, 1998 and 1997. Included in the amounts outstanding at December 31, 1998 and
1997 are $24,675,000 and $24,928,000, respectively, which are guaranteed by
Tech-Sym at 75.3%.

F-12
<PAGE>
GEOSCIENCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

DECEMBER 31,
--------------------
1998 1997
--------- ---------
Term loan, unsecured at 5.30%, due
in semi-annual installments
maturing in 2000................. $ 1,514 $ 1,783
Real estate mortgage notes, due in
monthly installments with
interest at 8.15% to 9.9%
maturity at various dates through
2012............................. 2,358 2,597
Notes secured by equipment, due in
monthly installments with
interest at 4.7% to 11.0%
maturing at various dates through
2003............................. 2,897 3,197
Notes sold to a financial
institution, with recourse, due
in quarterly installments with
interest at 6.72% maturing in
1999............................. 3,149 5,848
Notes sold to a financial
institution, with recourse, due
in monthly installments interest
at prime plus 2.5% maturing in
1998............................. 644
Other.............................. 13 69
--------- ---------
9,931 14,138
Less current maturities................. (4,518) (4,693)
--------- ---------
$ 5,413 $ 9,445
========= =========

The term loan is denominated in Singapore Dollars and is guaranteed by
Tech-Sym under a letter of credit.

At December 31, 1998, $2,565,000 of machinery and equipment and $4,171,000
of land, buildings and improvements were pledged as collateral to secure various
long-term debt obligations.

Future maturities of long-term debt are $4,518,000 in 1999, $2,270,000 in
2000, $1,108,000 in 2001, $697,000 in 2002, $124,000 in 2003 and $1,214,000
thereafter.

NOTE 7 -- INCOME TAXES

The components of income (loss) before income taxes are summarized as
follows (in thousands):

YEAR ENDED DECEMBER 31,
-------------------------------
1998 1997 1996
--------- --------- ---------
Continuing operations:
Domestic........................ $ (2,085) $ (504) $ 7,567
Foreign......................... 5,132 4,038 1,100
--------- --------- ---------
3,047 3,534 8,667
Discontinued operation:
Domestic........................ 7,049 (2,302) (3,352)
--------- --------- ---------
Total income before income
taxes................... $ 10,096 $ 1,232 $ 5,315
========= ========= =========

F-13
<PAGE>
GEOSCIENCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The provision for income taxes, including the discontinued operation,
consists of the following (in thousands):

YEAR ENDED DECEMBER 31,
-------------------------------
1998 1997 1996
--------- --------- ---------
Current tax expense:
U.S. Federal.................... $ 2,885 $ 448 $ 1,513
State and local................. 140 35 103
Foreign......................... 1,744 570 656
--------- --------- ---------
Total current.............. 4,769 1,053 2,272
--------- --------- ---------
Deferred tax (benefit) expense:
U.S. Federal.................... (2,105) (1,416) (26)
Foreign......................... (77) 745 (598)
--------- --------- ---------
Total deferred............. (2,182) (671) (624)
--------- --------- ---------
Total provision............ $ 2,587 $ 382 $ 1,648
========= ========= =========

The total provision for (benefit from) income taxes is as follows (in
thousands):

YEAR ENDED DECEMBER 31,
-------------------------------
1998 1997 1996
--------- --------- ---------
Continuing operations................ $ 111 $ 1,096 $ 2,687
Discontinued operation:
Loss from operations............ (714) (1,039)
Gain on disposal................ 2,476
--------- --------- ---------
Total provision............ $ 2,587 $ 382 $ 1,648
========= ========= =========

The overall income tax expense for 1998, 1997 and 1996 resulted in
effective tax rates of 25.6%, 31% and 31%, respectively. The reasons for the
difference between this effective tax rate and the U.S. statutory rate of 35%
are as follows (in thousands):

YEAR ENDED DECEMBER 31,
-------------------------------
1998 1997 1996
--------- --------- ---------
Continued operations:
Federal taxes on income at
statutory rates............... $ 1,066 $ 1,237 $ 3,033
State income taxes, net......... 91 23 67
Foreign Sales Corporation
("FSC") benefit............. (1,089) (273) (651)
Research and experimentation tax
credit........................ (114) (33)
Foreign tax expense, net........ (129) (98) (327)
Nondeductible amortization...... 191 202 352
Other, net...................... (19) 119 246
--------- --------- ---------
111 1,096 2,687
Discontinued operation:
Federal taxes on income at
statutory rates............... 2,468 (806) (1,173)
Other, net...................... 8 92 134
--------- --------- ---------
2,476 (714) (1,039)

Total provision............ $ 2,587 $ 382 $ 1,648
========= ========= =========

The income tax expense for 1998, 1997 and 1996 related to continuing
operations resulted in an effective tax rate of 3.6%, 31% and 31%, respectively.
The primary difference between the 1998 effective

F-14
<PAGE>
GEOSCIENCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

tax rate and the U.S. statutory rate of 35% is due to the realization of the
final FSC benefit for 1997 and estimated FSC benefit for 1998.

Deferred tax liabilities (assets) at December 31, 1998 and 1997 are
comprised of the following (in thousands):

DECEMBER 31,
--------------------
1998 1997
--------- ---------
Deferred tax liabilities:
Depreciation.................... $ 1,517 $ 1,378
Equity in earnings of
affiliate...................... 77
Other........................... 35 101
--------- ---------
Gross deferred tax
liabilities.............. 1,629 1,479
--------- ---------
Deferred tax assets:
Inventory accounting and
valuation allowance............ (4,065) (1,158)
Receivable valuation
allowances..................... (805) (326)
Warranty accrual................ (294) (175)
Accrual for self insurance...... (109) (99)
Intangible amortization......... (558) (417)
Research and experimentation tax
credit......................... (579) (579)
Deferred gain on sale of
CogniSeis...................... (1,272)
Other........................... (41) (93)
--------- ---------
Gross deferred tax
assets................... (6,451) (4,119)
--------- ---------
Deferred tax asset valuation
allowance...................... 579 579
--------- ---------
Total deferred tax asset... $ (4,243) $ (2,061)
========= =========

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 the research and experimentation tax credit, which are expected to
expire unused.

Deferred tax assets of $5,023,000 and $1,759,000 were included in other
current assets at December 31, 1998 and 1997, respectively. Deferred tax assets
of $302,000 were included in other noncurrent assets at December 31, 1997.
Deferred tax liabilities of $780,000 were included in other noncurrent
liabilities at December 31, 1998.

NOTE 8 -- SHAREHOLDERS' INVESTMENT

The Company's Board of Directors (the "Board") has authorized the Company
to repurchase shares of its common stock through open market purchases or
privately negotiated transactions. Since 1996, the Company has repurchased an
aggregate of 519,000 shares. The shares are held by the Company and accounted
for using the treasury stock method. The Company is authorized to purchase up to
281,000 additional shares.

NOTE 9 -- EQUITY INCENTIVE PLAN

The Company's 1996 Equity Incentive Plan (the "Plan") covers 1,500,000
shares of common stock and permits the granting of any or all of the following
types of awards: stock appreciation rights, stock options, restricted stock,
dividend equivalents, performance units, automatic Director options, phantom
shares, limited stock appreciation rights, bonus stock and cash tax rights.
These awards are available to key employees of the Company; nonemployee members
of the Board of Directors of Tech-Sym or GeoScience

F-15
<PAGE>
GEOSCIENCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

("Nonemployee Directors") are only eligible to receive stock options and
automatic Director options. Under the terms of the Plan, shares granted and
subsequently cancelled are available for future grants. Options are granted at
the fair market value of the common stock on the date of grant and have a ten
year option life. Options granted to key employees vest ratably over a four year
period; options granted to Nonemployee Directors vest six months from the date
of grant.

Options covering a total of 999,200 shares have been granted to key
employees of the Company, Tech-Sym, and affiliates under the Plan. Options of
171,414 and 61,681 shares were exercisable at December 31, 1998 and 1997 with a
weighted average exercise price of $11.74 and $12.75, respectively. At December
31, 1996, no options to employees under the Plan were exercisable. Nonemployee
Director options covering a total of 131,000, 118,000 and 45,000 shares were
exercisable at December 31, 1998, 1997 and 1996 with a weighted average exercise
price of $14.13, $14.02 and $17.55, respectively. There were 631,025, 761,925
and 1,055,400 shares available for grant under the Plan at December 31, 1998,
1997 and 1996, respectively.

Using the Black-Scholes model, the weighted average fair value at date of
grant for options granted during 1998, 1997 and 1996 were $7.45, $6.35 and $7.43
per share, respectively. The fair value of options at date of grant was
estimated using the following weighted average assumptions:

1998 1997 1996
---------- ---------- ---------
Expected life........................... 5.7 years 6.7 years 6.5 years
Interest rate........................... 5.59% 6.09% 6.58%
Volatility.............................. 56% 54% 51%
Dividend yield.......................... 0% 0% 0%

Stock based compensation costs would have reduced pretax income by
$1,279,000 in 1998 ($831,000 after tax and $.08 per share), $939,000 in 1997
($610,000 after tax and $.06 per share) and $714,000 in 1996 ($464,000 after tax
and $.05 per share) if the fair value of the options granted had been recognized
as compensation expense on a straight-line basis over the vesting period of the
grant.

The following table summarizes activity under the Plan for each of the
three years ended December 31, 1998:

<TABLE>
<CAPTION>
NUMBER
OF EXERCISE PRICE WEIGHTED AVERAGE
SHARES PER SHARE PRICE PER SHARE
-------- ----------------- -----------------
<S> <C> <C> <C>
Granted.............................. 481,300 $12.00 - 17.55 $ 13.15
Expired or canceled.................. (37,700) 12.75 - 17.55 13.39
--------
Outstanding, December 31, 1996....... 443,600 12.00 - 17.55 13.13
Granted.............................. 387,100 9.375 - 13.00 10.42
Expired or canceled.................. (92,625) 9.375 - 17.55 12.52
Exercised............................ (1,250) 12.75 12.75
--------
Outstanding, December 31, 1997....... 736,825 9.375 - 17.55 11.78
Granted.............................. 261,800 9.50 - 13.875 13.43
Expired or canceled.................. (130,900) 9.375 - 13.75 11.58
Exercised............................ (5,500) 9.375 - 12.75 9.68
--------
Outstanding, December 31, 1998....... 862,225 9.375 - 17.55 12.36
========
</TABLE>

F-16
<PAGE>
GEOSCIENCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table summarizes significant ranges of outstanding and
exercisable options at December 31, 1998:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
------------------------------------ OPTIONS EXERCISABLE
WEIGHTED --------------------
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF CONTRACTUAL EXERCISE EXERCISE
EXERCISE PRICES SHARES LIFE PRICE SHARES PRICE
- ------------------------------------- ------- ------------ --------- ------- ---------
<S> <C> <C> <C> <C> <C>
$9.375 - 13.875 .................... 812,225 8.5 $ 12.04 252,414 $ 11.83
13.875 - 17.55 ..................... 50,000 7.5 17.55 50,000 17.55
------- -------
9.375 - 17.55 ..................... 862,225 8.4 12.36 302,414 12.77
======= =======
</TABLE>

NOTE 10 -- BENEFIT PLANS

The Company maintains a defined contribution retirement plan covering
substantially all employees in the United States. The annual Company
contributions to the plan from continuing operations were $443,000 for 1998,
$400,000 for 1997 and $328,000 for 1996. The discontinued operation's
contributions to the plan were $185,000 and $230,000 for 1997 and 1996,
respectively. 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 in accordance with a Corporate
Services Agreement. These fees represent reimbursement to Tech-Sym for corporate
management and administrative services as well as charges for third party
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 and costs
allocated 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 $438,000, $738,000 and $1,040,000 for
1998, 1997 and 1996, respectively, on the outstanding balances pursuant to the
Intercompany Credit Agreement. Interest was charged at a rate of 7.8% per annum
in 1998, 8.5% per annum in 1997 and 8% per annum in 1996 which was the same rate
charged under the Company's short-term lines of credit. Interest accrued on
indebtedness to Tech-Sym is included in the payable to Tech-Sym. The borrowings
from Tech-Sym are due on demand.

The following table presents changes in the payable to Tech-Sym for years
1998, 1997 and 1996 (in thousands):

YEAR ENDED DECEMBER 31,
--------------------------------
1998 1997 1996
--------- --------- ----------
Beginning balance.................... $ 9,823 $ 5,126 $ 23,554
Income tax allocations............... (1,213)
Management, financial and legal
services........................... 2,021 1,748 1,812
Interest charges..................... 438 738 1,040
Payments on interest and services.... (1,260) (752)
Net borrowings (payments)............ (940) 2,950 (20,067)
Other................................ 341 13
--------- --------- ----------
Ending balance....................... $ 10,423 $ 9,823 $ 5,126
========= ========= ==========

F-17
<PAGE>
GEOSCIENCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The weighted average noninterest bearing borrowings from Tech-Sym
outstanding during 1998, 1997 and 1996 were $2,338,000, $387,000 and $1,517,000,
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 large domestic and
foreign oil and gas exploration companies. The Company performs periodic
evaluations of the relative credit standing of these companies and attempts to
limit the amount of exposure with any individual company. A significant amount,
approximately 23%, of trade and notes receivables are with foreign oil and gas
exploration companies located in Russia and in China.

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.

The carrying value of the Company's financial instruments approximated fair
value at December 31, 1988 and 1997. Cash and cash equivalents, receivables,
accounts payable and accrued liabilities approximate fair value due to their
short maturities. The fair value of long-term receivables is based on the
present value of expected cash flows and debt is estimated based on competitive
interest rates.

LEASE COMMITMENTS

The Company leases manufacturing and other facilities under certain long
term agreements, which expire at various dates through 2023. Total rentals
charged to operations under such operating leases for 1998, 1997 and 1996 were
$758,000, $697,000 and $713,000, respectively.

Future minimum rental commitments under all noncancelable operating leases
in effect at December 31, 1998 totaled $3,194,000 and are payable as follows:
$520,000 in 1999; $521,000 in 2000; $459,000 in 2001; $324,000 in 2002; $72,000
in 2003 and $1,298,000 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 consolidated financial position, operating results or cash flows.

OTHER COMMITMENTS AND CONTINGENCIES

In accordance with the provisions of a note purchase agreement with a
financial institution, the Company had the ability to sell up to $15,000,000 of
eligible notes receivable. At December 31, 1998, the Company is contingently
liable (in the event of customer default or covenant violations) for notes
receivable sold to the financial institution of $3,149,000. As of February 28,
1999, the agreement was amended to eliminate the obligation of the bank to
purchase additional notes.

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 intellectual property rights with respect to such products.
Generally these royalties are payable until the Company is no longer using the

F-18
<PAGE>
GEOSCIENCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

intellectual property rights. Royalty expense from continuing operations
aggregated $2,418,000, $1,352,000 and $2,104,000 in 1998, 1997 and 1996,
respectively. Royalty expense related to the discontinued operation was $368,000
and $47,000 in 1997 and 1996, respectively.

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

NOTE 13 -- SEGMENT INFORMATION

In 1998, the Company adopted FAS 131. The Company manages its business
primarily on a product basis; the Company has one reportable segment. The
Company's reportable segment is comprised of operations in Europe, Asia and the
United States. The reportable segment provides products and services as
described in Note 1. The accounting policies of the segment are those described
in the "Summary of Significant Accounting Policies" in Note 1. The prior years
segment information has been restated to present the Company's reportable
segment.

Included in the interest and other income caption of the consolidated
Statement of Income is the Company's equity in the net income of joint venture
investments. The net income of such investments totaled $203,000, $30,000 and $0
for the years ended December 31, 1998, 1997 and 1996, respectively. Investments
in the joint ventures totaled $1,250,000 and $435,000 for the years ended
December 31, 1998 and 1997, respectively. Such amounts are classified within the
other long-term assets caption of the balance sheet.

Revenue related to continuing operations in the United States and other
foreign countries for the years ended December 31, 1998 and 1997 are presented
below. Revenue related to continuing operations in the United States and other
foreign countries for the year ended December 31, 1996 is excluded as presenting
such information is not practical. Long-lived assets related to continuing
operations in the United States and other foreign countries as of the years
ended December 31, 1998, 1997 and 1996 are as follows (in thousands):

YEAR ENDED DECEMBER 31,
--------------------------------
1998 1997 1996
---------- --------- ---------
Revenue from unaffiliated customers:
United States................... $ 45,844 $ 23,682
Norway.......................... 40,337 32,232
Other foreign................... 36,752 38,537
---------- ---------
Total...................... $ 122,933 $ 94,451
========== =========
Long-lived assets at end of year:
United States................... $ 27,515 $ 22,133 $ 18,432
United Kingdom.................. 2,761 2,564 2,836
Singapore....................... 2,128 2,203 2,817
---------- --------- ---------
Total...................... $ 32,404 $ 26,900 $ 24,085
========== ========= =========

F-19
<PAGE>
GEOSCIENCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A relatively small number of customers have accounted for most of the
Company's revenue. The Company's three largest customers in 1998, 1997 and 1996
accounted for 59%, 52% and 44% of total revenue, as follows:

1998 1997 1996
----------- ----------- -----------
Customer A.............................. 39% 29% 16%
Customer B.............................. 11 11 15
Customer C.............................. 9
Customer D.............................. 12
Customer E.............................. 13

NOTE 14 -- QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

QUARTERLY FINANCIAL INFORMATION

The following is a summary of unaudited quarterly financial data for the
years 1998 and 1997 (in thousands, except per share amounts):

<TABLE>
<CAPTION>
QUARTER ENDED
-----------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------- ------------
<S> <C> <C> <C> <C>
1998:
Revenue............................ $33,311 $ 33,201 $24,666 $ 31,755
Gross margin....................... 13,260 13,762 10,293 1,810
Net income (loss) from continuing
operations...................... 2,318 3,009 1,532 (3,923)
Net gain (loss) from disposition of
discontinued operation.......... 4,250 614 (291)
Net income (loss).................. 2,318 7,259 2,146 (4,214)
Earnings (loss) per common share:
Continuing operations-basic and
diluted....................... $ .23 $ .30 $ .15 $ (.39)
Discontinued operation-basic.... .43 .06 (.03)
Discontinued
operation-diluted............. .42 .06 (.03)
Net income-basic................ .23 .73 .21 (.42)
Net income-diluted.............. .23 .72 .21 (.42)
</TABLE>

<TABLE>
<CAPTION>
QUARTER ENDED
-----------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------- ------------
<S> <C> <C> <C> <C>
1997:
Revenue............................ $23,330 $ 23,322 $18,163 $ 29,636
Gross margin....................... 8,006 10,014 5,584 10,281
Net income (loss) from continuing
operations...................... 424 1,111 (1,434) 2,337
Net loss from discontinued
operation....................... (642 ) (946)
Net income (loss).................. (218 ) 165 (1,434) 2,337
Earnings (loss) per common share:
Continuing operations-basic and
diluted....................... $ .04 $ .11 $ (.14) $ .23
Discontinued operation-basic and
diluted....................... (.06 ) (.09)
Net income-basic and diluted.... (.02 ) .02 (.14) .23
</TABLE>

Earnings per common share are computed for each of the quarters presented
and therefore may not sum to the totals for the year.

F-20

<PAGE>
GEOSCIENCE CORPORATION
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE THREE YEARS ENDED DECEMBER 31, 1998
(IN THOUSANDS)

================================================================================
<TABLE>
<CAPTION>
CHARGED CHARGED
TO COSTS TO COSTS
BALANCE AND BALANCE AND BALANCE
RESERVES DEDUCTED AT END EXPENSES DEDUCTIONS AT END EXPENSES DEDUCTIONS AT END
FROM ASSETS OF 1995 1996 1996 OF 1996 1997 1997 OF 1997
- ------------------------------------- --------- --------- ----------- -------- --------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Deferred Tax Asset Valuation..... $ 644 $ 65 $ 579 $ 579
Inventory........................ 1,036 218 1,254 127 1,381
Current receivables.............. 329 591 126 794 227 126 895
Long-term receivables............ 406 340 66 51 117

<CAPTION>
CHARGED
TO COSTS
AND BALANCE
RESERVES DEDUCTED EXPENSES DEDUCTIONS AT END
FROM ASSETS 1998 1998 OF 1998
- ------------------------------------- --------- ----------- --------
<S> <C> <C> <C>
Deferred Tax Asset Valuation..... $ 579
Inventory........................ 10,125 1,919 9,587
Current receivables.............. 2,510 1,029 2,376
Long-term receivables............ 70 47
</TABLE>

F-21

<PAGE>
The exhibits indicated by an asterisk (*) are incorporated by reference to
a prior filing as indicated in parentheses.

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------------------------ ------------------------------------------------------------------------------------------
<C> <S>
3.1* -- Articles of Incorporation of GeoScience Corporation (Exhibit 3.1 to Registrant's
Registration Statement (No. 333-2986) on Form S-1, as amended).
3.2* -- Bylaws of GeoScience Corporation (Exhibit 3.2 to Registrant's Registration Statement (No.
333-2986) on Form S-1, as amended).
4.1* -- Specimen Common Stock Certificate (Exhibit 4.2 to Registrant's Registration Statement (No.
333-2986) on Form S-1, as amended).
10.1* -- Amended and Restated 1996 Equity Incentive Plan (Exhibit 10 (b) to Registrant's Quarterly
Report for the quarterly period ended June 30, 1997 (No. 0-28922).
10.2* -- Form of Corporate Services Agreement (Exhibit 10.2 to Registrant's Registration Statement
(No. 333-2986) on Form S-1, as amended).
10.3* -- Form of Intercompany Credit Agreement (Exhibit 10.3 to Registrant's Registration Statement
(No. 333-2986) on Form S-1, as amended).
10.4* -- Form of Tax Allocation Agreement (Exhibit 10.4 to Registrant's Registration Statement (No.
333-2986) on Form S-1, as amended).
10.5* -- Form of Shareholder Agreement (Exhibit 10.5 to Registrant's Registration Statement (No.
333-2986) on Form S-1, as amended).
10.6* -- Form of Stock Restriction and Registration Agreement (Exhibit 10.6 to Registrant's
Registration Statement (No. 333-2986) on Form S-1, as amended).
10.7* -- Loan Agreement dated December 6, 1996 between Registrant and Wells Fargo
Bank (Texas) N.A. (Exhibit 10.7 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (No. 0-28422)).
10.8* -- First Amendment dated April 30, 1997 to Loan Agreement dated December 6, 1996 between
Registrant and Wells Fargo Bank (Texas) N.A. (Exhibit 10.8 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1997 (No. 0-28422)).
10.9* -- Second Amendment dated December 10, 1997 to Loan Agreement dated December 6, 1996 between
Registrant and Wells Fargo Bank (Texas) N.A. (Exhibit 10.9 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1997 (No. 0-28422)).
10.10 -- Third Amendment dated April 30, 1998, to Loan Agreement dated December 6, 1996, between
Registrant and Wells Fargo Bank (Texas) N.A.
10.11 -- Fourth Amendment dated October 30, 1998, to Loan Agreement dated December 6, 1996, between
Registrant and Wells Fargo Bank (Texas) N.A.
10.12* -- Amended and Restated Loan Agreement dated December 6, 1996 between Syntron and Wells Fargo
Bank (Texas) N.A. (Exhibit 10.11 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (No. 0-28422)).
10.13* -- First Amendment dated April 30, 1997 to Amended and Restated Loan Agreement dated December
6, 1996 between Syntron and Wells Fargo Bank (Texas) N.A. (Exhibit 10.11 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1997 (No. 0-28422)).
10.14* -- Second Amendment dated December 10, 1997 to Amended and Restated Loan Agreement dated
December 6, 1996 between Syntron and Wells Fargo Bank (Texas) N.A. (Exhibit 10.12 to
Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 (No.
0-28422)).
10.15 -- Third Amendment dated April 30, 1998, to Amended and Restated Loan Agreement dated
December 6, 1996, between Syntron and Wells Fargo (Texas) N.A.
</TABLE>

X-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------------------------ ------------------------------------------------------------------------------------------
10.16 -- Fourth Amendment dated October 30, 1998, to Amended and Restated Loan Agreement dated
December 6, 1996, between Synton and Wells Fargo Bank (Texas) N.A.
<C> <S>
10.17 -- Form of Nonemployee Director Stock Option Agreement.
10.18* -- Termination Agreement dated May 1, 1991 between Tech-Sym Corporation and J. Rankin
Tippins. (Exhibit 10.14 to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (No. 0-28422)).
10.19* -- Termination Agreement dated May 1, 1991 between Tech-Sym Corporation and Ray F. Thompson.
(Exhibit 10.15 to Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (No. 0-28422)).
10.20* -- Termination Agreement dated May 1, 1991 between Tech-Sym Corporation and Richard F. Miles.
(Exhibit 10.16 to Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (No. 0-28422)).
10.21* -- First Amendment dated June 21, 1994 to Termination Agreement dated May 1, 1991 between
Tech-Sym Corporation and Richard F. Miles. (Exhibit 10.17 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 (No. 0-28422)).
10.22* -- Executive Retirement Agreement, as amended and restated, dated April 30, 1992 between
Tech-Sym Corporation and Wendell W. Gamel. (Exhibit 10.18 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 (No. 0-28422)).
10.23* -- Executive Retirement Agreement, as amended and restated, dated April 30, 1992 for Ray F.
Thompson. (Exhibit 10.19 to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (No. 0-28422)).
10.24* -- Executive Retirement Agreement, as amended and restated, dated April 30, 1992 between
Tech-Sym Corporation and J. Rankin Tippins. (Exhibit 10.20 to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996 (No. 0-28422)).
10.25* -- Executive Retirement Agreement dated April 26, 1994 between Tech-Sym Corporation and
Richard F. Miles. (Exhibit 10.21 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (No. 0-28422)).
21 -- Subsidiaries of GeoScience.
23 -- Consent of Independent Accountants.
24 -- Power of Attorney.
27 -- Financial Data Schedule.
</TABLE>

X-2

EXHIBIT 10.10

THIRD AMENDMENT TO LOAN AGREEMENT

THIS THIRD AMENDMENT TO LOAN AGREEMENT (the "AMENDMENT"), dated as of April
30, 1998, is between GEOSCIENCE CORPORATION (the "COMPANY"), and WELLS FARGO
BANK (TEXAS), NATIONAL ASSOCIATION (a "BANK"), and WELLS FARGO BANK (TEXAS),
NATIONAL ASSOCIATION, as agent for itself and the other banks and lending
institutions from time to time party thereto (the "Agent").

R E C I T A L S:

A.The Company, the Agent and the Bank entered into that certain Loan
Agreement, dated as of December 6, 1996, pursuant to which the Bank agreed to
make available to the Company revolving credit loans (as heretofore amended as
of April 30, 1997 and December 10, 1997 and as hereafter amended, modified or
supplemented from time to time, the "AGREEMENT").

B.The Company, the Agent and the Bank now desire to amend the Agreement to
extend the Termination Date and as may otherwise herein be set forth.

NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows intending to be legally
bound:

ARTICLE I

DEFINITIONS

Section 1.1 DEFINITIONS. Capitalized terms used in this Amendment, to the
extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby.

ARTICLE II

AMENDMENTS

Section 2.1 AMENDMENT TO ARTICLE 1. Effective as of the date hereof, each
reference to the date "April 30, 1998" contained in the definition of the term
"TERMINATION DATE" is hereby amended to read "October 30, 1998".

ARTICLE III

CONDITIONS PRECEDENT
Section 3.1 CONDITIONS. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:
<PAGE>
(a) The representations and warranties contained herein and in all other
Loan Documents, as amended hereby, shall be true and correct as of the date
hereof as if made on the date hereof.

(b) No Event of Default shall have occurred and be continuing and no event
or condition shall have occurred that with the giving of notice or lapse of time
or both would be an Event of Default.

(c) All corporate proceedings taken in connection with the transactions
contemplated by this Amendment and all documents, instruments, and other legal
matters incident thereto shall be satisfactory to the Agent and its legal
counsel.

ARTICLE IV

RATIFICATIONS, REPRESENTATIONS AND WARRANTIES
Section 4.1 RATIFICATIONS. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Agreement and the other Loan Documents and except as expressly
modified and superseded by this Amendment, the terms and provisions of the
Agreement and the other Loan Documents are ratified and confirmed and shall
continue in full force and effect. The Company, the Agent and the Bank agree
that the Agreement as amended hereby shall continue to be legal, valid, binding
and enforceable in accordance with its terms.

Section 4.2 REPRESENTATIONS AND WARRANTIES. The Company hereby represents
and warrants to the Agent and the Bank that (i) the execution, delivery and
performance of this Amendment and any and all other Loan Documents executed or
delivered in connection herewith have been authorized by all requisite corporate
action on the part of the Company and will not violate the articles of
incorporation or bylaws of the Company, (ii) the representations and warranties
contained in the Agreement, as amended hereby, and any other Loan Document are
true and correct on and as of the date hereof as though made on and as of the
date hereof, (iii) no Event of Default has occurred and is continuing and no
event or condition has occurred that with the giving of notice or lapse of time
or both would be an Event of Default, and (iv) the Company is in full compliance
with all covenants and agreements contained in the Agreement as amended hereby.

ARTICLE V

MISCELLANEOUS
Section 5.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made in this Amendment or any other Loan Document including any
Loan Document furnished in connection with this Amendment shall survive the
execution and delivery of this Amendment and the other Loan Documents, and no
investigation by the Agent or any Bank or any closing shall affect the
representations and warranties or the right of the Agent and each Bank to rely
upon them.
<PAGE>
Section 5.2 REFERENCE TO AGREEMENT. Each of the Loan Documents, including
the Agreement and any and all other agreements, documents, or instruments now or
hereafter executed and delivered pursuant to the terms hereof or pursuant to the
terms of the Agreement as amended hereby, are hereby amended so that any
reference in such Loan Documents to the Agreement shall mean a reference to the
Agreement as amended hereby.

Section 5.3 EXPENSES OF THE AGENT. The Company agrees to pay on demand all
reasonable costs and expenses incurred by the Agent in connection with the
preparation, negotiation, and execution of this Amendment and the other Loan
Documents executed pursuant hereto and any and all amendments, modifications,
and supplements thereto, including without limitation the costs and fees of the
Agent's legal counsel, and all reasonable costs and expenses incurred by the
Agent in connection with the enforcement or preservation of any rights under the
Agreement, as amended hereby, or any other Loan Document, including without
limitation the costs and fees of the Agent's legal counsel.

Section 5.4 SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

Section 5.5 APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE
IN HOUSTON, HARRIS COUNTY, TEXAS AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

Section 5.6 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and shall
inure to the benefit of the Agent, the Bank and the Company and their respective
successors and assigns, except the Company may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of the Agent
and each Bank.

Section 5.7 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.

Section 5.9 HEADINGS. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
<PAGE>
Section 5.10 NON-APPLICATION OF CHAPTER 346 OF TEXAS FINANCE CODE. The
provisions of Chapter 346 of the Texas Finance Code (Vernon's Annotated Texas
Statutes) are specifically declared by the parties not to be applicable to this
Amendment or any of the Loan Documents or the transactions contemplated hereby.

Section 5.11 ENTIRE AGREEMENT. THIS AMENDMENT, THE AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
THE PARTIES HERETO.

Section 5.12 ARBITRATION. This Agreement and the Loan Documents are
subject to the arbitration provisions found in Sectin 12.16 of the
Agreement.

Executed as of the date first written above.

COMPANY:

GEOSCIENCE CORPORATION

By: /s/ Ray F. Thompson
Ray F. Thompson, Vice President

AGENT:

WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION

By: /s/ David M. Anderson
David M. Anderson, Vice President

BANK:

WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION

By: /s/ David M. Anderson
David M. Anderson, Vice President
<PAGE>
The undersigned in its capacity as a guarantor hereby consents to the
execution of this Third Amendment to Loan Agreement pursuant to which the
Termination Date is extended and agrees that its guaranty issued pursuant to
that certain Limited Guaranty Agreement dated December 6, 1996 (the "Guaranty")
shall remain in full force and effect and continue to be the legal, valid and
binding obligation of the undersigned enforceable in accordance with its terms
to guaranty the Obligations as herein modified and extended. Notwithstanding
anything to the contrary contained in the Guaranty, the undersigned hereby
irrevocably waives any and all rights it may now or hereafter have under any
agreement, at law or in equity (including, without limitation, any law
subrogating the undersigned to the rights of Agent or any Bank) to assert any
claim against or seek contribution, indemnification or any other form of
reimbursement from the Company or any other party liable for payment of any or
all of the indebtedness guaranteed under the Guaranty for any payment made by
the undersigned under or in connection with the Guaranty or otherwise.

GUARANTOR:

TECH-SYM CORPORATION

By: /s/ Ray F. Thompson
Ray F. Thompson
Vice President

EXHIBIT 10.11

FOURTH AMENDMENT TO LOAN AGREEMENT

THIS FOURTH AMENDMENT TO LOAN AGREEMENT (the "AMENDMENT"), dated as of
October 30, 1998, is between GEOSCIENCE CORPORATION (the "COMPANY"), and WELLS
FARGO BANK (TEXAS), NATIONAL ASSOCIATION (a "BANK"), and WELLS FARGO BANK
(TEXAS), NATIONAL ASSOCIATION, as agent for itself and the other banks and
lending institutions from time to time party thereto (the "Agent").

R E C I T A L S:

A.The Company, the Agent and the Bank entered into that certain Loan
Agreement, dated as of December 6, 1996, pursuant to which the Bank agreed to
make available to the Company revolving credit loans (as heretofore amended as
of April 30, 1997, December 10, 1997 and April 30, 1998 and as hereafter
amended, modified or supplemented from time to time, the "AGREEMENT").

B.The Company, the Agent and the Bank now desire to amend the Agreement to
extend the Termination Date and as may otherwise herein be set forth.

ARTICLE I

DEFINITIONS

Section 1.1 DEFINITIONS. Capitalized terms used in this Amendment, to the
extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby.

ARTICLE II

AMENDMENTS

Section 2.1 AMENDMENT TO ARTICLE 1. Effective as of the date hereof, each
reference to the date "October 30, 1998" contained in the definition of the term
"TERMINATION DATE" is hereby amended to read "February 28, 1999".

ARTICLE III

RATIFICATIONS, REPRESENTATIONS AND WARRANTIES
<PAGE>
Section 3.1 RATIFICATIONS. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and the other Loan Documents and except as expressly
modified and superseded by this Amendment, the terms and provisions of the
Agreement and the other Loan Documents are ratified and confirmed and shall
continue in full force and effect. The Company, the Agent and the Bank agree
that the Agreement as amended hereby shall continue to be legal, valid, binding
and enforceable in accordance with its terms.

Section 3.2 REPRESENTATIONS AND WARRANTIES. The Company hereby represents
and warrants to the Agent and the Bank that (i) the execution, delivery and
performance of this Amendment and any and all other Loan Documents executed or
delivered in connection herewith have been authorized by all requisite corporate
action on the part of the Company and will not violate the articles of
incorporation or bylaws of the Company, (ii) the representations and warranties
contained in the Agreement, as amended hereby, and any other Loan Document are
true and correct on and as of the date hereof as though made on and as of the
date hereof, (iii) no Event of Default has occurred and is continuing and no
event or condition has occurred that with the giving of notice or lapse of time
or both would be an Event of Default, and (iv) the Company is in full compliance
with all covenants and agreements contained in the Agreement as amended hereby.

ARTICLE IV

MISCELLANEOUS

Section 4.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made in this Amendment or any other Loan Document including any
Loan Document furnished in connection with this Amendment shall survive the
execution and delivery of this Amendment and the other Loan Documents, and no
investigation by the Agent or any Bank or any closing shall affect the
representations and warranties or the right of the Agent and each Bank to rely
upon them.

Section 4.2 SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

Section 4.3 APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE
IN HOUSTON, HARRIS COUNTY, TEXAS AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

Section 4.4 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and shall
inure to the benefit of the Agent, the Bank and the Company and their respective
successors and assigns, except the Company may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of the Agent
and each Bank.
<PAGE>
Section 4.5 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.

Section 4.6 EFFECT OF WAIVER. No consent or waiver, express or implied, by
the Agent or any Bank to or for any breach of or deviation from any covenant,
condition or duty by the Company shall be deemed a consent or waiver to or of
any other breach of the same or any other covenant, condition or duty.

Section 4.7 HEADINGS. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

Section 4.8 NON-APPLICATION OF CHAPTER 346 OF TEXAS FINANCE CODE. The
provisions of Chapter 346 of the Texas Finance Code (Vernon's Annotated Texas
Statutes) are specifically declared by the parties not to be applicable to this
Amendment or any of the Loan Documents or the transactions contemplated hereby.

Section 4.9 ENTIRE AGREEMENT. THIS AMENDMENT, THE AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
THE PARTIES HERETO.

[Balance of page intentionally left blank]

Executed as of the date first written above.

COMPANY:

GEOSCIENCE CORPORATION

By: /s/ Ray F. Thompson
Name: Ray F. Thompson
Title: Vice President

AGENT:

WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
<PAGE>
By: /s/ David M. Anderson
David M. Anderson, Vice President

BANK:

WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION

By: /s/ David M. Anderson
David M. Anderson, Vice President

The undersigned in its capacity as a guarantor hereby consents to the
execution of this Fourth Amendment to Loan Agreement pursuant to which the
Termination Date is extended and agrees that its guaranty issued pursuant to
that certain Limited Guaranty Agreement dated December 6, 1996 (the "Guaranty")
shall remain in full force and effect and continue to be the legal, valid and
binding obligation of the undersigned enforceable in accordance with its terms
to guaranty the Obligations as herein modified and extended. Notwithstanding
anything to the contrary contained in the Guaranty, the undersigned hereby
irrevocably waives any and all rights it may now or hereafter have under any
agreement, at law or in equity (including, without limitation, any law
subrogating the undersigned to the rights of Agent or any Bank) to assert any
claim against or seek contribution, indemnification or any other form of
reimbursement from the Company or any other party liable for payment of any or
all of the indebtedness guaranteed under the Guaranty for any payment made by
the undersigned under or in connection with the Guaranty or otherwise.

GUARANTOR:

TECH-SYM CORPORATION

By: /s/ Ray F. Thompson
Name: Ray F. Thompson
Title: Vice President

EXHIBIT 10.15

THIRD AMENDMENT
TO AMENDED AND RESTATED LOAN AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the
"AMENDMENT"), dated as of April 30, 1998, is among SYNTRON, INC. (the
"COMPANY"), and WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION (a "BANK"), and
WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as agent for itself and the
other banks and lending institutions from time to time party thereto (the
"Agent").

R E C I T A L S:

B.The Company, the Agent and the Bank now desire to amend the Agreement to
extend the Termination Date and as may otherwise herein be set forth.

ARTICLE I

DEFINITIONS

Section 1.1 DEFINITIONS. Capitalized terms used in this Amendment, to the
extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby.

ARTICLE II

AMENDMENTS

Section 2.2 AMENDMENT TO SECTION 9.5. Section 9.5 is amended by adding the
following phrase at the end of the exception found therein: "and that during the
1998 fiscal year, the Borrower may make aggregate Capital Expenditures not to
exceed $12,000,000."
<PAGE>
ARTICLE III

CONDITIONS PRECEDENT
Section 3.1 CONDITIONS. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:

(a) The representations and warranties contained herein and in all other
Loan Documents, as amended hereby, shall be true and correct as of the date
hereof as if made on the date hereof.

(b) No Event of Default shall have occurred and be continuing and no event
or condition shall have occurred that with the giving of notice or lapse of time
or both would be an Event of Default.

ARTICLE IV

Section 5.2 REFERENCE TO AGREEMENT. Each of the Loan Documents, including
the Agreement and any and all other agreements, documents, or instruments now or
hereafter executed and delivered pursuant to the terms hereof or pursuant to the
terms of the Agreement as amended hereby, are hereby amended so that any
reference in such Loan Documents to the Agreement shall mean a reference to the
Agreement as amended hereby.

Section 5.8 EFFECT OF WAIVER. No consent or waiver, express or implied, by
the Agent or any Bank to or for any breach of or deviation from any covenant,
condition or duty by the Company shall be deemed a consent or waiver to or of
any other breach of the same or any other covenant, condition or duty.
<PAGE>
Section 5.9 HEADINGS. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

Section 5.10 NON-APPLICATION OF CHAPTER 346 OF TEXAS FINANCE CODE. The
provisions of Chapter 346 of the Texas Finance Code (Vernon's Annotated Texas
Statutes) are specifically declared by the parties not to be applicable to this
Amendment or any of the Loan Documents or the transactions contemplated hereby.

Section 5.12 ARBITRATION. This Agreement and the Loan Documents are
subject to the arbitration provisions found in Sectin 12.16 of the
Agreement.

Executed as of the date first written above.

COMPANY:

SYNTRON, INC.

By: /s/ Ray F. Thompson
Ray F. Thompson, Vice President

AGENT:

WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION

By: /s/ David M. Anderson
David M. Anderson, Vice President

BANK:

WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
<PAGE>
By: /s/ David M. Anderson
David M. Anderson, Vice President

The undersigned in its capacity as a guarantor hereby consents to the
execution of this Third Amendment to Loan Agreement pursuant to which the
Termination Date is extended and agrees that its guaranty issued pursuant to
that certain Limited Guaranty Agreement dated December 6, 1996 (the "Guaranty")
shall remain in full force and effect and continue to be the legal, valid and
binding obligation of the undersigned enforceable in accordance with its terms
to guaranty the Obligations as herein modified and extended. Notwithstanding
anything to the contrary contained in the Guaranty, the undersigned hereby
irrevocably waives any and all rights it may now or hereafter have under any
agreement, at law or in equity (including, without limitation, any law
subrogating the undersigned to the rights of Agent or any Bank) to assert any
claim against or seek contribution, indemnification or any other form of
reimbursement from the Company or any other party liable for payment of any or
all of the indebtedness guaranteed under the Guaranty for any payment made by
the undersigned under or in connection with the Guaranty or otherwise.

GUARANTOR:

TECH-SYM CORPORATION

By: /s/ Ray F. Thompson
Ray F. Thompson, Vice President

GEOSCIENCE CORPORATION

By: /s/ Ray F. Thompson
Ray F. Thompson, Vice President

EXHIBIT 10.16

FOURTH AMENDMENT
TO AMENDED AND RESTATED LOAN AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the
"AMENDMENT"), dated as of October 30, 1998, is among SYNTRON, INC. (the
"COMPANY"), and WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION (a "BANK"), and
WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as agent for itself and the
other banks and lending institutions from time to time party thereto (the
"Agent").

R E C I T A L S:

A.The Company, the Agent and the Bank entered into that certain Loan
Agreement, dated as of December 6, 1996, pursuant to which the Bank agreed to
make available to the Company revolving credit loans (as heretofore amended as
of April 30, 1997, December 10, 1997 and April 30, 1998 and as hereafter
amended, modified or supplemented from time to time, the "AGREEMENT").

B.The Company, the Agent and the Bank now desire to amend the Agreement to
extend the Termination Date and as may otherwise herein be set forth.

ARTICLE I

DEFINITIONS

Section 1.1 DEFINITIONS. Capitalized terms used in this Amendment, to the
extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby.

ARTICLE II

AMENDMENTS

ARTICLE III

ARTICLE IV

MISCELLANEOUS

Section 4.4 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and shall
inure to the benefit of the Agent, the Bank and the Company and their respective
<PAGE>
successors and assigns, except the Company may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of the Agent
and each Bank.

Section 4.5 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.

Section 4.7 HEADINGS. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

[Balance of page intentionally left blank]

Executed as of the date first written above.

COMPANY:

SYNTRON, INC.

By: /s/ Ray F. Thompson
Name: Ray F. Thompson
Title: Vice President

AGENT:
<PAGE>
WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION

By: /s/ David M. Anderson
David M. Anderson, Vice President

BANK:

WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION

By: /s/ David M. Anderson
David M. Anderson, Vice President

GUARANTOR:

TECH-SYM CORPORATION

By: /s/ Ray F. Thompson
Name: Ray F. Thompson
Title: Vice President

GEOSCIENCE CORPORATION

By: /s/ Ray F. Thompson
Name: Ray F. Thompson
Title: Vice President

EXHIBIT 10.17

GEOSCIENCE CORPORATION

DIRECTOR STOCK OPTION AGREEMENT

AGREEMENT made effective the Date, (the "Grant Date"), between GEOSCIENCE
CORPORATION, a Nevada corporation (the "Company"), and Name ("Optionee").

To carry out the purposes of the GeoScience Corporation 1996 Equity
Incentive Plan, as amended, to which this Agreement is expressly subject and a
copy of which is attached hereto as EXHIBIT "A", by affording Optionee the
opportunity to purchase shares of Common Stock, par value $.01 per share, of the
Company ("Stock"), and in consideration of the mutual agreements and other
matters set forth herein and in the Plan, the Company and Optionee hereby agree
as follows:

1. GRANT OF OPTION. The Company hereby grants to the Optionee the right
and option (the "Option") to purchase all or any part of an aggregate of
- -Shares- shares of Stock, on the terms and conditions set forth herein and in
the Plan.

2. EXERCISE PRICE. The exercise price of the Option shall be Price per
share.

3. EXERCISE OF OPTION.

(a) Subject to the further provisions of this Agreement, the Option
granted pursuant to this Agreement shall not become exercisable until the
first day that is more than six months after the date hereof and
thereafter shall be fully exercisable.

(b) Subject to the earlier expiration of the Option as herein
provided and subject to the terms and conditions contained herein, the
Option may be exercised by written notice (which complies in all respects
with the provisions of this Agreement) to the Company at its principal
executive office addressed to the attention of the Secretary of the
Company, identifying the Option and specifying the number of shares that
the Optionee decides to purchase, such exercise to be effective at the
time of receipt of such written notice at the Company's principal
executive office during normal business hours. The notice shall not be
considered to be properly given unless accompanied by full payment and all
documentation deemed appropriate by the Committee to reflect exercise of
the Option and compliance with all applicable laws, rules and regulations.

(c) The Option shall automatically be exercisable in full upon the
occurrence of a "Change in Control" of the Company (as defined in the
Plan).
<PAGE>
(d) Notwithstanding anything herein to the contrary, including,
without limitation Paragraph 6, in no event shall the Option, or any part
thereof, be exercisable after the tenth anniversary of the Grant Date.

4. PAYMENT OF OPTION EXERCISE PRICE. Upon exercise of the Option, the full
option exercise price for the shares with respect to which the Option is being
exercised shall be payable to the Company (i) in cash or by check payable and
acceptable to the Company, (ii) by tendering to the Company shares of Stock
owned by the Optionee having an aggregate Market Value Per Share as of the date
of exercise and tender that is not greater than the full Option exercise price
for the shares with respect to which the Option is being exercised and by paying
any remaining amount of the Option exercise price as provided in (i) above
(provided that the Committee may, upon confirming that the Optionee owns the
number of shares being tendered, authorize the issuance of a new certificate for
the number of shares being acquired pursuant to the exercise of the Option less
the number of shares being tendered upon the exercise and return to the Optionee
(or not require surrender of) the certificate for the shares being tendered upon
the exercise), (iii) by the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the
Company to pay the option exercise price and any required withholding amounts;
provided that in the event the Optionee chooses to pay the Option exercise as
provided in this manner, the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements as
the Committee shall prescribe as a condition of such payment procedure, or (iv)
by a combination of such methods of payment. Payment instructions will be
received subject to collection.

5. NON-TRANSFERABILITY. The Option may not be transferred by the
Optionee separately or otherwise than by will or the laws of descent and
distribution.

6. TERMINATION OF DIRECTOR STATUS.

(a) If the Optionee ceases to be director of the Company for reasons
other than (i) retirement, (ii) permanent disability or (iii) death, the
Option shall be exercisable by the Optionee, subject to paragraph 3(d)
above, only within one year after such termination and only to the extent
the Option was exercisable on the date of termination of director status.

(b) If, however, any termination of director status is due to
retirement or permanent disability, the Option shall be fully exercisable
by the Optionee within three (3) years, subject to paragraph 3(d) above,
after such termination of director status.

(c) If the Optionee shall die while entitled to exercise the Option,
the Optionee's estate, personal representative or beneficiary, as the case
may be, shall have the right to fully exercise the Option within three (3)
years, subject to the provisions of paragraph 3(d) above, after the
Optionee's death.
<PAGE>
(d) Except as provided above in this paragraph 6, to the extent the
Option is not exercisable on such termination of director status, the
Option shall be terminated and forfeited in full.

7. SECURITIES MATTERS. The Option granted herein shall be subject to the
requirement that, if at any time the Board shall determine, in its discretion,
that the listing, registration or qualification of the shares subject to such
Option upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the issue or purchase of
shares hereunder, such Option may not be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not reasonably acceptable to the
Board.

8. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
the Optionee. This Agreement and all actions taken shall be governed by and
construed in accordance with the laws of the State of Texas. In the event of
conflict between this Agreement and the Plan, the terms of the Plan shall
control. All undefined capitalized terms used herein shall have the meaning
assigned to them in the Plan. The Committee shall have authority to construe the
terms of this Agreement, and the Committee's determinations shall be final and
binding on the Optionee and the Company.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed and the Optionee has executed this Agreement as of the day and year
first above written.

GEOSCIENCE CORPORATION

By:___________________________
President

OPTIONEE

-----------------------------
Name

EXHIBIT 21

SUBSIDIARIES OF GEOSCIENCE CORPORATION

STATE OR JURISDICTION
OF INCORPORATION
NAME OR FORMATION
- ---------------------------------------- ----------------------
Syntron, Inc............................ Delaware
Zhong Hai Syntron (TianJin)
Geophysical Cable Company,
Ltd.............................. China
Syntron Europe Limited............. Scotland
Polyseis Limited.............. Scotland
Syntron (UK) Limited.......... Scotland
Syntron Asia Pte. Ltd.............. Singapore
Innovative Transducers Inc......... Delaware
GeoSensor Corporation................... Delaware
GeoScience International Foreign Sales
Corporation........................... Barbados
Symtronix Corporation................... Nevada
Symtronix Company....................... Russia

EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-14683) of GeoScience Corporation of our report
dated February 23, 1999 (except as to paragraph 4 of Note 1, which is as of
March 24, 1999), appearing on page F-2 of this Annual Report on Form 10-K.

PRICEWATERHOUSECOOPERS LLP

Houston, Texas
March 29, 1999

EXHIBIT 24

POWER OF ATTORNEY

Each of the undersigned, a director of GeoScience Corporation (the
"Company"), does hereby constitute and appoint Richard F. Miles and Ray F.
Thompson his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign the Company's Form 10-K Annual Report pursuant to Section 13 of the
Securities Exchange Act of 1934 for the fiscal year ended December 31, 1998, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto the
attorneys-in-fact full power and authority to sign such documents on behalf of
the undersigned and to make such filing, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that the attorneys-in-fact, or his substitutes, may lawfully do or cause to be
done by virtue hereof.

Dated: March 24, 1999

GEOSCIENCE CORPORATION

/s/J. Michael Camp /s/Christopher C. Kraft, Jr.
J. Michael Camp Christopher C. Kraft, Jr.
Director Director

/s/W. L. Creech /s/Edward R. Prince, Jr.
W. L. Creech Edward R. Prince, Jr.
Director Director

/s/Michael C. Forrest /s/J. Rankin Tippins
Michael C. Forrest J. Rankin Tippins
Director Director

/s/Wendell W. Gamel
Wendell W. Gamel
Director

<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM GEOSCIENCE CORPORATION 1998 FORM 10K AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 659
<SECURITIES> 0
<RECEIVABLES> 37,708
<ALLOWANCES> 2,376
<INVENTORY> 65,046
<CURRENT-ASSETS> 107,199
<PP&E> 28,334
<DEPRECIATION> 0
<TOTAL-ASSETS> 150,850
<CURRENT-LIABILITIES> 65,067
<BONDS> 0
0
0
<COMMON> 105
<OTHER-SE> 79,485
<TOTAL-LIABILITY-AND-EQUITY> 150,850
<SALES> 122,933
<TOTAL-REVENUES> 122,933
<CGS> 83,808
<TOTAL-COSTS> 119,886
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,586
<INCOME-PRETAX> 3,047
<INCOME-TAX> 111
<INCOME-CONTINUING> 2,936
<DISCONTINUED> 4,573
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,509
<EPS-PRIMARY> 0.75
<EPS-DILUTED> 0.75

</TABLE>