-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IA0Tg6DIoh9CMiVf0nuGvEp9pKm51e4jlIv8nrsxeKYwLoV1YuT/a5d1mlmkw0iI 1C0y6jfZwC6qh6st4YfleA== 0000906280-02-000328.txt : 20020905 0000906280-02-000328.hdr.sgml : 20020905 20020905125831 ACCESSION NUMBER: 0000906280-02-000328 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020905 GROUP MEMBERS: ADVANTAGE CAPITAL ADVISORS, L.L.C. GROUP MEMBERS: ADVANTAGE CAPITAL CORPORATION GROUP MEMBERS: ADVANTAGE CAPITAL FINANCIAL COMPANY, L.L.C. GROUP MEMBERS: ADVANTAGE CAPITAL MANAGEMENT CORPORATION GROUP MEMBERS: ADVANTAGE CAPITAL NOLA IX, L.L.C. GROUP MEMBERS: ADVANTAGE CAPITAL NOLA VI, L.L.C. GROUP MEMBERS: ADVANTAGE CAPITAL NOLA VII, L.L.C. GROUP MEMBERS: ADVANTAGE CAPITAL NOLA VIII, L.L.C. GROUP MEMBERS: ADVANTAGE CAPITAL NOLA X, L.L.C. GROUP MEMBERS: ADVANTAGE CAPITAL PARTNERS II LIMITED PARTNERSHIP GROUP MEMBERS: ADVANTAGE CAPITAL PARTNERS III LIMITED PARTNERSHIP GROUP MEMBERS: ADVANTAGE CAPITAL PARTNERS IV LIMITED PARTNERSHIP GROUP MEMBERS: ADVANTAGE CAPITAL PARTNERS IX LIMITED PARTNERSHIP GROUP MEMBERS: ADVANTAGE CAPITAL PARTNERS LIMITED PARTNERSHIP GROUP MEMBERS: ADVANTAGE CAPITAL PARTNERS V LIMITED PARTNERSHIP GROUP MEMBERS: ADVANTAGE CAPITAL PARTNERS VI LIMITED PARTNERSHIP GROUP MEMBERS: ADVANTAGE CAPITAL PARTNERS VII LIMITED PARTNERSHIP GROUP MEMBERS: ADVANTAGE CAPITAL PARTNERS VIII LIMITED PARTNERSHIP GROUP MEMBERS: ADVANTAGE CAPITAL PARTNERS X LIMITED PARTNERSHIP GROUP MEMBERS: ADVANTAGE CAPITAL TECHNOLOGY ADVISORS, L.L.C. GROUP MEMBERS: ADVANTAGE CAPITAL TECHNOLOGY FUND, L.L.C. GROUP MEMBERS: STEVEN T. STULL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OMNI ENERGY SERVICES CORP CENTRAL INDEX KEY: 0001046212 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 721395273 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53451 FILM NUMBER: 02757268 BUSINESS ADDRESS: STREET 1: 4500 NE INTERSTATE 49 CITY: CARENCRO STATE: LA ZIP: 70520 BUSINESS PHONE: 3188966664 MAIL ADDRESS: STREET 1: 4484 NE EVANGELINE THRUWAY CITY: CARENCRO STATE: LA ZIP: 70520 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STULL STEVEN T CENTRAL INDEX KEY: 0001055565 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 909 PYDRAS STREET STREET 2: SUITE 2230 CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045224850 MAIL ADDRESS: STREET 1: 909 POYDRAS STREET STREET 2: SUITE 2230 CITY: NEW ORLEANS STATE: LA ZIP: 70112 SC 13D/A 1 form13d_9402.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

AMENDMENT NO. 1

TO

SCHEDULE 13D

Under the Securities Exchange Act of 1934

OMNI Energy Services Corp.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

68210T109

(CUSIP Number)

Michael T. Johnson

909 Poydras Street, Suite 2230

New Orleans, Louisiana 70112

504-522-4850

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 30, 2002

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box □.

Note: All numbers of shares included herein have been adjusted to reflect a 1-for-3 reverse split of the Issuer’s common stock effective July 2, 2002.

CUSIP No. 68210T109



1)	Name of Reporting Person
	Steven T. Stull


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	8,000
Shares Bene-
ficially	8)Shared Voting Power	4,086,550
Owned by
Each Reporting	9)Sole Dispositive Power	8,000
Person
With	10) Shared Dispositive Power	4,086,550


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	4,094,550


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	45%


14)	Type of Reporting Person	IN

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Partners Limited Partnership

	I.R.S. Identification No. of above person: 72-1216872


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	97,994
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	97,994


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	97,994


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	1.1%


14)	Type of Reporting Person	PN

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Partners II Limited Partnership

	I.R.S. Identification No. of above person: 72-1236549


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	331,277
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	331,277


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	331,277


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	3.6%


14)	Type of Reporting Person	PN

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Corporation

	I.R.S. Identification No. of above person: 72-1201602


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	429,271
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	429,271


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	429,271


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	4.7%


14)	Type of Reporting Person	CO

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Partners III Limited Partnership

	I.R.S. Identification No. of above person: 72-1264304


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	538,686
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	538,686


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	538,686


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	5.9%


14)	Type of Reporting Person	PN

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Management Corporation

	I.R.S. Identification No. of above person: 72-1262990


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	538,686
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	538,686


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	538,686


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	5.9%


14)	Type of Reporting Person	CO

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Partners IV Limited Partnership

	I.R.S. Identification No. of above person: 72-1291972


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	1,008,565
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	1,008,565


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	1,008,565


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	11.1%


14)	Type of Reporting Person	PN

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Financial Company, L.L.C.

	I.R.S. Identification No. of above person: 72-1295140


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	1,008,565
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	1,008,565


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	1,008,565


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	11.1%


14)	Type of Reporting Person	OO

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Partners V Limited Partnership

	I.R.S. Identification No. of above person: 72-1310986


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	619,197
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	619,197


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	619,197


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	6.8%


14)	Type of Reporting Person	PN

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Advisors, L.L.C.

	I.R.S. Identification No. of above person: 72-1310983


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	619,197
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	619,197


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	619,197


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	6.8%


14)	Type of Reporting Person	OO

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Partners VI Limited Partnership

	I.R.S. Identification No. of above person: 72-1402146


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	733,090
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	733,090


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	733,090


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	8.1%


14)	Type of Reporting Person	PN

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital NOLA VI, L.L.C.

	I.R.S. Identification No. of above person: 72-1400488


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	733,090
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	733,090


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	733,090


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	8.1%


14)	Type of Reporting Person	OO

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Partners VII Limited Partnership

	I.R.S. Identification No. of above person: 72-1402410


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	5,312
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	5,312


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	5,312


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	.06%


14)	Type of Reporting Person	PN

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital NOLA VII, L.L.C.

	I.R.S. Identification No. of above person: 72-1400489


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	5,312
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	5,312


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	5,312


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	.06%


14)	Type of Reporting Person	OO

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Partners VIII Limited Partnership

	I.R.S. Identification No. of above person: 72-1402147


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	1,250
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	1,250


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	1,250


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	.01%


14)	Type of Reporting Person	PN

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital NOLA VIII, L.L.C.

	I.R.S. Identification No. of above person: 72-1401236


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	1,250
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	1,250


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	1,250


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	.01%


14)	Type of Reporting Person	OO

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Partners IX Limited Partnership

	I.R.S. Identification No. of above person: 72-1401733


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	255,555
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	255,555


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	255,555


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	2.8%


14)	Type of Reporting Person	PN

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital NOLA IX, L.L.C.

	I.R.S. Identification No. of above person: 72-1401731


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	255,556
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	255,556


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	255,556


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	2.8%


14)	Type of Reporting Person	OO

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Partners X Limited Partnership

	I.R.S. Identification No. of above person: 72-1452790


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	495,000
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	495,000


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	495,000


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	5.4%


14)	Type of Reporting Person	PN

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital NOLA X, L.L.C.

	I.R.S. Identification No. of above person: 72-1452786


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	495,000
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	495,000


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	495,000


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	5.4%


14)	Type of Reporting Person	OO

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Technology Fund, L.L.C.

	I.R.S. Identification No. of above person: 72-1339619


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	625
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	625


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	625


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	.006%


14)	Type of Reporting Person	OO

CUSIP No. 68210T109



1)	Name of Reporting Person
	Advantage Capital Technology Advisors, L.L.C.

	I.R.S. Identification No. of above person: 72-1339620


2)	Check the appropriate box if a member of a group
	(a)	x
	(b)


3)	SEC Use Only


4)	Source of Funds
	OO


5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	_____


6)	Citizenship or Place of Organization
	United States



Number of	7)Sole Voting Power	0
Shares Bene-
ficially	8)Shared Voting Power	625
Owned by
Each Reporting	9)Sole Dispositive Power	0
Person
With	10) Shared Dispositive Power	625


11)	Aggregate Amount Beneficially Owned by Each
	Reporting Person	625


12)	Check if the Aggregate Amount in Row (11)
	Excludes Certain Shares

13)	Percent of Class Represented by Amount
	in Row (11)	.006%


14)	Type of Reporting Person	OO

Item 1. Security and Issuer.

This statement relates to the common stock, $.0.01 par value per share (the “Common Stock”), of OMNI Energy Services Corp. (the “Issuer”), a Louisiana corporation. The address of the principal executive offices of the Issuer is 4500 N.E. Evangeline Thruway, Carencro, Louisiana 70520.

Item 2. Identity and Background

	(a)	Names of Reporting Persons:

		Steven T. Stull
		Advantage Capital Partners Limited Partnership
		Advantage Capital Partners II Limited Partnership
		Advantage Capital Corporation
		Advantage Capital Partners III Limited Partnership
		Advantage Capital Management Corporation
		Advantage Capital Partners IV Limited Partnership
		Advantage Capital Financial Company, L.L.C.
		Advantage Capital Partners V Limited Partnership
		Advantage Capital Advisors, L.L.C.
		Advantage Capital Partners VI Limited Partnership
		Advantage Capital NOLA VI, L.L.C.
		Advantage Capital Partners VII Limited Partnership
		Advantage Capital NOLA VII, L.L.C.
		Advantage Capital Partners VIII Limited Partnership
		Advantage Capital NOLA VIII, L.L.C.
		Advantage Capital Partners IX Limited Partnership
		Advantage Capital NOLA IX, L.L.C.
		Advantage Capital Partners X Limited Partnership
		Advantage Capital NOLA X, L.L.C.
		Advantage Capital Technology Fund, L.L.C.
		Advantage Capital Technology Advisors, L.L.C.

	(b)	Principal Business Address of Reporting Persons

		909 Poydras Street, Suite 2230
		New Orleans, Louisiana 70112

	(c)	Mr. Stull is a founding partner of the Advantage Capital partnerships, which are institutional venture capital funds.

	(d)	The Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.

	(e)	The Reporting Persons have not been parties to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the past five years.

	(f)	The Reporting Persons are United States citizens or are organized under the laws of a state of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

N/A

Item 4. Purpose of Transaction.

Securities of the Issuer were acquired by the Reporting Persons for investment purposes.


	(a)	See Item 6 for information on the proposed disposition of securities of the Issuer by the Reporting Persons.

(b)-(j)

The Reporting Persons have no plans or proposals that relate to or that would result in any of the actions specified in clauses (b) through (j) of Item 4 of Schedule 13D, except that changes to the membership of the Board of Directors of the Issuer may occur following the proposed sale of securities of the Issuer described in Item 6 hereof.

Item 5. Interest in Securities of the Issuer

(a)

As of August 30, 2002, the Reporting Persons beneficially owned shares of the Common Stock listed below:

Reporting Person	Number of Shares Beneficially Owned	Percentage of Shares Beneficially Owned	Shares Which Reporting Person has Right to Acquire
Steven T. Stull	4,094,550	45%	1,232,165
Advantage Capital Partners Limited Partnership	97,994	1.1%	–
Advantage Capital Partners II Limited Partnership	331,277	3.6%	–
Advantage Capital Corporation	429,271	4.7%	–
Advantage Capital Partners III Limited Partnership	538,686	5.9%	–
Advantage Capital Management Corporation	538,686	5.9%	–
Advantage Capital Partners IV Limited Partnership	1,008,565	11.1%	–
Advantage Capital Financial Company, L.L.C.	1,008,565	11.1%	–
Advantage Capital Partners V Limited Partnership	619,197	6.8%	–
Advantage Capital Advisors, L.L.C.	619,197	6.8%	–
Advantage Capital Partners VI Limited Partnership	733,090	8.1%	733,090
Advantage Capital NOLA VI, L.L.C.	733,090	8.1%	733,090
Advantage Capital Partners VII Limited Partnership	5,312	.06%	5,312
Advantage Capital NOLA VII, L.L.C.	5,312	.06%	5,312
Advantage Capital Partners VIII Limited Partnership	1,250	.01%	1,250
Advantage Capital NOLA VIII, L.L.C.	1,250	.01%	1,250
Advantage Capital Partners IX Limited Partnership	255,556	2.8%	255,555
Advantage Capital NOLA IX, L.L.C.	255,556	2.8%	255,555
Advantage Capital Partners X Limited Partnership	495,000	5.4%	228,333
Advantage Capital NOLA X, L.L.C.	495,000	5.4%	228,333
Advantage Capital Technology Fund, L.L.C.	625	.006%	625
Advantage Capital Technology Advisors, L.L.C.	625	.006%	625

(b)

See Items 7 through 10 of the Cover Pages for information as to the voting power and

dispositive power of shares of Common Stock beneficially owned by each Reporting Person.

(c)

The Reporting Persons had no transactions in Common Stock of the Issuer in the past

60 days.

	(d)	Other party with right to receive or direct receipt of dividends or proceeds:

		Not applicable.

	(e)	Date Reporting Person ceased to beneficially own more than 5% of shares:

		Not Applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On August 30, 2002, Advantage Capital Partners Limited Partnership, Advantage Capital Partners II Limited Partnership, Advantage Capital Partners III Limited Partnership, Advantage Capital Partners IV Limited Partnership, Advantage Capital Partners V Limited Partnership, Advantage Capital Partners VI Limited Partnership, Advantage Capital Partners VII Limited Partnership, Advantage Capital Partners VIII Limited Partnership, Advantage Capital Partners X Limited Partnership and Advantage Capital Technology Fund, L.L.C. (collectively, the “Sellers”) entered into a Stock Purchase Agreement (the “ Agreement”) with OESC Investors, a Texas limited liability company (the “Purchaser”) for the sale of common and preferred stock of the Issuer. The Sellers believe that the Purchaser is 100% owned by current executive officers of the Issuer. The Agreement is filed as Exhibit B hereto.

Sellers own, beneficially and of record, 7,500 shares of Series A Preferred Stock, par value $1,000 per share, of the Issuer (the “Series A Preferred Stock”), 4,600 shares of Series B Preferred Stock, par value $1,000 per share, of the Issuer (the “Series B Preferred Stock”) 2,862,385 shares of the Common Stock, and warrants or options to purchase 1,232,165 shares. Sellers have agreed to sell to Purchaser an aggregate of 2,000 shares of Series A Preferred Stock, 600 shares of Series B Preferred Stock and 2,862,385 shares of Common Stock (collectively the “ Initial Shares”) for an aggregate purchase price of $8,000,000, plus the amount of all accrued and unpaid dividends on the Initial Shares through the date of the closing. The Agreement also provides for the sale of an option by Sellers to Purchaser (the “OESC Option”) for $2,000,000 (the “Option Purchase Price”) to buy 5,500 shares of Series A Preferred Stock and 4,000 shares of Series B Preferred Stock (“Option Shares”) from Sellers. The purchase price payable by the Purchaser to the Sellers to exercise the Option and purchase the Option Shares is $7,500,000, plus the amount of all accrued and unpaid dividends on the Option Shares through the closing of the purchase of the Option Shares. The OESC Option will expire if it has not been exercised or if the Option Shares have not been sold to the Purchaser by December 31, 2003.

The consummation of the transaction is subject to financing and other conditions.

Item 7. Material to be Filed as Exhibits.

Exhibits

A written agreement relating to the filing of a joint Amendment No. 1 to Schedule 13D as required by Rule 13d-1(f) under the Securities Exchange Act of 1934.

Stock Purchase Agreement dated August 30, 2002 and exhibits.

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct as of August 30, 2002.

August 30, 2002 /s/ Steven T. Stull

Date

Steven T. Stull

ADVANTAGE CAPITAL PARTNERS LIMITED

PARTNERSHIP

ADVANTAGE CAPITAL PARTNERS II

LIMITED PARTNERSHIP

By:

Advantage Capital Corporation,

General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL CORPORATION

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS III

LIMITED PARTNERSHIP

By:

Advantage Capital Management

Corporation, General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL

MANAGEMENT CORPORATION

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS IV

LIMITED PARTNERSHIP

By:

Advantage Capital Financial Company,

L.L.C., General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL FINANCIAL

COMPANY, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS V

LIMITED PARTNERSHIP

By:

Advantage Capital Advisors, L.L.C.,

General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL ADVISORS, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS VI

LIMITED PARTNERSHIP

By:

Advantage Capital NOLA VI,

L.L.C., General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL NOLA VI, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS VII

LIMITED PARTNERSHIP

By:

Advantage Capital NOLA VII

L.L.C., General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL NOLA VII, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS VIII

LIMITED PARTNERSHIP

By:

Advantage Capital NOLA VIII

L.L.C., General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL NOLA VIII, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS IX

LIMITED PARTNERSHIP

By:

Advantage Capital NOLA IX,

L.L.C., General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL NOLA IX, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS X

LIMITED PARTNERSHIP

By:

Advantage Capital NOLA X,

L.L.C., General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL NOLA X, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL TECHNOLOGY

FUND, L.L.C.

By:

Advantage Capital Technology

Advisors, L.L.C.,

Managing Member

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL TECHNOLOGY

ADVISORS, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

EX-1 3 exha.htm

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned each agree that this joint Amendment No. 1 to Schedule 13D dated August 30, 2002 relating to the shares of common stock, $0.01 par value per share, of OMNI Energy Services Corp., to which this Agreement is attached as Exhibit A, shall be filed on behalf of the undersigned.

August 30, 2002 /s/ Steven T. Stull

Date

Steven T. Stull

ADVANTAGE CAPITAL PARTNERS LIMITED

PARTNERSHIP

ADVANTAGE CAPITAL PARTNERS II

LIMITED PARTNERSHIP

By:

Advantage Capital Corporation,

General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL CORPORATION

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS III

LIMITED PARTNERSHIP

By:

Advantage Capital Management

Corporation, General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL

MANAGEMENT CORPORATION

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS IV

LIMITED PARTNERSHIP

By:

Advantage Capital Financial Company,

L.L.C., General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL FINANCIAL

COMPANY, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS V

LIMITED PARTNERSHIP

By:

Advantage Capital Advisors, L.L.C.,

General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL ADVISORS, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS VI

LIMITED PARTNERSHIP

By:

Advantage Capital NOLA VI,

L.L.C., General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL NOLA VI, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS VII

LIMITED PARTNERSHIP

By:

Advantage Capital NOLA VII

L.L.C., General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL NOLA VII, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS VIII

LIMITED PARTNERSHIP

By:

Advantage Capital NOLA VIII

L.L.C., General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL NOLA VIII, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS IX

LIMITED PARTNERSHIP

By:

Advantage Capital NOLA IX,

L.L.C., General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL NOLA IX, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL PARTNERS X

LIMITED PARTNERSHIP

By:

Advantage Capital NOLA X,

L.L.C., General Partner

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL NOLA X, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL TECHNOLOGY

FUND, L.L.C.

By:

Advantage Capital Technology

Advisors, L.L.C.,

Managing Member

By:

/s/ Steven T. Stull

Steven T. Stull, President

ADVANTAGE CAPITAL TECHNOLOGY

ADVISORS, L.L.C.

By:

/s/ Steven T. Stull

Steven T. Stull, President

EX-2 4 stockagreement.htm

EXHIBIT B
STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the "Agreement") is entered into this 30th day of August, 2002 by and between Advantage Capital Partners, L.P. ("ACPI"), Advantage Capital Partners II, L.P. ("ACPII"), Advantage Capital Partners III, L.P. ("ACPIII"), Advantage Capital Partners IV, L.P. ("ACPIV"), Advantage Capital Partners V, L.P. ("ACPV"), Advantage Capital Partners VI, L.P. ("ACPVI"), Advantage Capital Partners VII, L.P. ("ACPVII"), Advantage Capital Partners VIII, L.P. ("ACPVIII"), Advantage Capital Partners X, L.P. ("ACPX"), all of which are Louisiana limited partnerships, and Advantage Capital Technology Fund, L.L.C., a Louisiana limited liability company ("ACTF") (collectively, the "Sellers"), on the one hand, and OESC Investors, LLC, a Texas limited liability company (the "Purchaser"), on the other hand.

RECITALS

WHEREAS, Sellers own, beneficially and of record, 7,500 shares of Series A Preferred Stock, par value $1,000 per share ("Series A Stock"), of OMNI Energy Services Corp., a Louisiana corporation (the "Company"), 4,600 shares of Series B Preferred Stock, par value $1,000 per share ("Series B Stock"), of the Company and 2,862,385 shares of common stock, par value $0.01 per share ("Common Stock"), of the Company; and

WHEREAS, on the terms and subject to the conditions set forth herein, Sellers desire to sell to Purchaser, and Purchaser desires to purchase and acquire from Sellers, an aggregate of 2,000 shares of Series A Stock, 600 shares of Series B Stock and 2,862,385 shares of Common Stock (collectively, the "Initial Shares"); and

WHEREAS, on the terms and subject to the conditions set forth herein, Sellers desire to grant to Purchaser, and Purchaser desires to purchase and acquire from Sellers, an option to buy from the Sellers, as a whole and not in part, 5,500 shares of Series A Stock and 4,000 shares of Series B Stock (collectively, the "Option Shares"; and together with the Initial Shares, the "Advantage Securities").

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

ARTICLE I
Sale and Transfer of Initial Shares; Purchase of OESC Option

1.1 Purchase and Sale of Initial Shares. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 6.1), each Seller shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase from each Seller, the number of Initial Shares set forth opposite each Seller's name on Schedule 1.1 hereto, such that upon consummation of such purchase and sale, Purchaser shall have acquired from Sellers, in the aggregate, all of the Initial Shares.

1.2 Purchase Price for Initial Shares. The aggregate purchase price for the Initial Shares shall be $8,000,000 plus the amount of all accrued and unpaid dividends on the Initial Shares through the date of Closing (the "Share Purchase Price"). The Share Purchase Price shall be payable at Closing by wire transfer to an account or accounts designated by Sellers and shall be allocated among and paid to Sellers in the proportions set forth on Schedule 1.1.

1.3 Purchase of OESC Option. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall grant to Purchaser, and Purchaser shall purchase and acquire from each Seller, an option to buy from each Seller, as a whole and not in part, the number of Option Shares set forth opposite each Seller's name on Schedule 1.1 hereto, such that Purchaser shall have acquired from Sellers, in the aggregate, an option to purchase all of the Option Shares (the "OESC Option"). The OESC Option shall be evidenced by option agreements in the form attached as Exhibit "A" hereto to be executed and delivered by each Seller at the Closing (the "Option Agreements"). The aggregate purchase price payable by Purchaser for the Option Shares upon exercise of the OESC Option shall be $9,500,000 plus the amount of all accrued and unpaid dividends on the Option Shares through the date on which the purchase and sale of the Option Shares upon exercise of the OESC Option is consummated (the "Option Exercise Price"). The Option Exercise Price shall be allocated among and payable to the Sellers in the proportions set forth on Schedule 1.1 and shall be reduced by the amount of the purchase price for the OESC Option paid by Purchaser to Sellers at Closing as set forth in Section 1.4. The OESC Option shall expire if it has not been exercised by December 31, 2003 or if the purchase and sale of Option Shares contemplated thereby shall not have occurred on or prior to such date.

1.4 Purchase Price for OESC Option. The aggregate purchase price for the OESC Option shall be $2,000,000 (the "Option Purchase Price"). The Option Purchase Price shall be payable at Closing by wire transfer to an account or accounts designated by Sellers and shall be allocated among and paid to Sellers in the proportions set forth on Schedule 1.1. The Option Purchase Price paid to Sellers at the Closing shall be credited against the Option Exercise Price such that upon exercise of the OESC Option, Purchaser would pay to Sellers, in the aggregate, $7,500,000 (plus accrued and unpaid dividends) for the Option Shares (i.e. $9,500,000, plus accrued and unpaid dividends, minus the $2,000,000 Option Purchase Price paid by Purchaser at the Closing). Purchaser shall not exercise its right to purchase Option Shares under any Option Agreement without at the same time purchasing all Option Shares under all Option Agreements.

1.5 Simultaneous Transactions. At the Closing, the consummation of the purchase and sale of the Initial Shares and the grant and purchase of the OESC Option shall be deemed to occur simultaneously, and the consummation of each such transaction is expressly conditioned upon consummation of the others.

1.6 Advantage Options. The Advantage Securities do not include any unexercised, uncanceled or unexpired stock options or warrants to purchase shares of Company Common Stock that any Seller or any other entity that is affiliated with the Sellers owns as of the date hereof or hereafter acquires (the "Advantage Options"), all of which shall be retained by Sellers and such affiliated entities. Sellers agree that they will not, and they will cause their affiliates not to, exercise any of the Advantage Options until the earlier of termination of this Agreement or December 31, 2003.

ARTICLE II
Representations and Warranties of the Sellers

Each Seller hereby represents and warrants, severally and not jointly, to Purchaser as follows:

2.1 Organization and Good Standing. Such Seller is a limited partnership or limited liability company duly organized, validity existing and in good standing under the laws of its state of organization.

2.2 Authority; Due Execution. This Agreement constitutes, and upon its execution and delivery by such Seller at Closing such Seller's Option Agreement will constitute, the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with their respective terms, subject to bankruptcy, insolvency and reorganization laws and other laws of general application affecting the enforcement of creditors' rights generally and rules of law governing specific performance, injunctive relief and other equitable remedies. This Agreement has been duly executed and delivered by such Seller, and all partnership, limited liability company or other formal action on the part of such Seller necessary for the authorization, execution, delivery and performance by such Seller of this Agreement and the transactions contemplated hereby has been duly and properly taken. Such Seller has the full right, power and authority to enter into this Agreement, to transfer, convey and sell the Initial Shares set forth opposite such Seller's name on Schedule 1.1 to Purchaser at the Closing and to transfer, convey and sell the Option Shares set forth opposite such Seller's name on Schedule 1.1 to the Purchaser upon proper exercise of the OESC Option.

2.3 No Conflicts. The execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the transactions contemplated hereby will not, with or without the giving of notice or the passage of time or both, (a) violate any law, regulation, rule, ordinance or order applicable to such Seller or (b) conflict with or result in a breach of any provision of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or cause or permit the acceleration prior to maturity of any amounts owing under, any loan agreement, indenture, mortgage, deed of trust, lease, contract, license or other agreement or instrument (whether or not in writing) to which such Seller is a party or which is binding on such Seller or by which any of such Seller's properties are bound.

2.4 Title to Shares. Such Seller is the sole beneficial and record owner of the Initial Shares and the Option Shares set forth opposite such Seller's name on Schedule 1.1 and has good and marketable title to such shares, free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options (other than the OESC Option to be granted to Purchaser at Closing) and adverse claims or rights whatsoever, other than restrictions arising under applicable securities laws.

2.5 No Brokers. Neither this Agreement nor the consummation of the transactions contemplated hereby were induced or procured by any person acting on behalf of, or representing, such Seller in any capacity pursuant to which such person could be entitled to a fee or commission from Purchaser.

ARTICLE III
Representations and Warranties of Purchaser

Purchaser hereby represents and warrants to Sellers as follows:

3.1 Organization and Good Standing. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas.

3.2 Authority; Due Execution. This Agreement constitutes, and upon their execution and delivery by Purchaser at Closing the Option Agreements will constitute, the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy, insolvency and reorganization laws and other laws of general application affecting the enforcement of creditors' rights generally and rules of law governing specific performance, injunctive relief and other equitable remedies. This Agreement has been duly executed and delivered by Purchaser, and all limited liability company or other formal action on the part of Purchaser necessary for the authorization, execution, delivery and performance by Purchaser of this Agreement and the transactions contemplated hereby has been duly and properly taken. Purchaser has the full right, power and authority to enter into this Agreement and to purchase the Initial Shares and the OESC Option.

3.3 No Conflicts. The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby will not, with or without the giving of notice or the passage of time or both, (a) violate any law, regulation, rule, ordinance or order applicable to Purchaser or (b) conflict with or result in a breach of any provision of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or cause or permit the acceleration prior to maturity of any amounts owning under, any loan agreement, indenture, mortgage, deed of trust, lease, contract, license or other agreement or instrument (whether or not in writing) to which Purchaser is a party or which is binding on Purchaser or by which any of Purchaser's properties are bound.

3.4 No Brokers. Neither this Agreement nor the consummation of the transactions contemplated hereby were induced or procured by any person acting on behalf of, or representing, Purchaser in any capacity pursuant to which such person could be entitled to a fee or commission from any Seller.

3.5 Investment Intention. Purchaser is acquiring the Initial Shares and the OESC Option (and upon exercise of the OESC Option will acquire the Option Shares) for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act")) thereof. Purchaser understands that the Initial Shares, the OESC Option and the Option Shares have not been registered under the Securities Act or any applicable state securities laws and cannot be sold by Purchaser unless subsequently registered under the Securities Act or sold pursuant to an available exemption from such registration requirements. In this regard, Purchaser understands and acknowledges that the Initial Shares, the OESC Option and the Option Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act and agrees that it will not effect any transaction involving any of the Initial Shares, the OESC Option or the Option Shares in any manner not consistent with the requirements set forth in such Rule 144.

3.6 Sophistication of the Purchaser. James Eckert, Burton T. Zaunbrecher and Darcy Klug, Purchaser's officers, managers and members are currently the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, respectively, of the Company, and in such capacity, they have been afforded and have had full access to all of the Company's properties, books, contracts, commitments, records and other information, including without limitation all financial, accounting, operational and business records and information concerning the Company's affairs, and as a result thereof, Purchaser shall be deemed to have knowledge of all such information. Purchaser acknowledges that, through Messrs. Eckert, Zaunbrecher and Klug, it has conducted its own investigation, and is personally aware of the Company's affairs, and Purchaser is not relying on any representation, statement or omission of any Seller or of any other person in entering into this Agreement or consummating the transactions contemplated hereby (except solely for the representations and warranties of the Sellers expressly set forth in Article II).

ARTICLE IV
Covenants

4.1 Cooperation and Best Efforts. Between the date of this Agreement and the Closing Date (as hereinafter defined), Sellers and Purchaser will cooperate with each other and use their best efforts to cause the conditions set forth in Article V to be satisfied and to effect the transactions contemplated by this Agreement at the earliest practicable date.

4.2 Publicity. No party hereto shall issue any press release or make any public statement, in either case relating to or in connection with or arising out of this Agreement or the matters contained herein, without obtaining the prior written approval of the other party hereto to the content and manner of presentation and publication thereof, which consent shall not be unreasonably withheld or delayed; provided, however, that a party shall be entitled, following reasonable prior written notice to the other parties, to issue such press releases and make such public statements as are in the opinion of its legal counsel, required by applicable law.

4.3 Notification. Between the date of this Agreement and the Closing Date, each Seller, on the one hand, and Purchaser, on the other hand, will promptly notify the other in writing if such person becomes aware of any fact or condition that causes or constitutes a misrepresentation, omission or breach of any such person's representations and warranties as of the date of this Agreement, or if such person becomes aware of the occurrence after the date of this Agreement of any fact or condition that would cause or constitute a misrepresentation, omission or breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. During the same period, each Seller, on the one hand, and Purchaser, on the other hand, will promptly notify the other of the occurrence of any breach of any covenant of such party in this Agreement or of the occurrence of any event that can reasonably be foreseen to make the satisfaction of any condition in Article V impossible or unlikely.

4.4 Assignment of Accrued and Unpaid Dividends. Subject to and conditioned upon consummation of the purchase and sale of the Initial Shares contemplated hereby and the payment by Purchaser of the Share Purchase Price therefor in full, each Seller hereby assigns to Purchaser its right to receive any and all accrued and unpaid dividends on the Initial Shares that may have been, are, or may become payable to such Seller by reason of the fact that such Seller was the holder of record of Initial Shares on any date prior to the Closing Date. If Purchaser exercises the OESC Option, Sellers shall make a similar assignment to Purchaser of the right to receive accrued and unpaid dividends on the Option Shares.

4.5 No Disposition of Shares. Each Seller agrees that, until such time as this Agreement is terminated, it will not sell any of the Advantage Securities held by it to any person or entity other than Purchaser, and if the Closing occurs, it will not sell any of the Option Shares held by it to any person or entity other than Purchaser until such time as the OESC Option is exercised or expires.

4.6 Expenses. Sellers, on the one hand, and Purchaser, on the other hand, shall each pay the full amount of all costs and expenses incurred by such party in connection with the negotiation and preparation of this Agreement and the consummation of the transactions contemplated hereby, whether or not the transactions contemplated hereby are consummated.

4.7 Obtaining Commitment and Satisfaction of Condition Precedent to Financing. Purchaser shall use its best efforts to timely obtain the financing commitment described in Section 7.1(e) and to satisfy all conditions precedent to the funding of the loans or investments described therein required by the financial institution or other investor identified therein to finance the consummations of the transactions contemplated by this Agreement (the "Acquisition Financing"). Purchaser shall promptly notify Sellers when all conditions to the Acquisition Financing (other than those that are to be satisfied on the Closing Date) have been satisfied.

4.8 No Merger or Consolidation; Adjustments for Stock Splits, Dividends, Etc. From the date hereof until the earlier of the Closing Date or termination of this Agreement, neither Purchaser nor Sellers shall take any action to approve or effect, and they shall each cause the Company not to effect, any merger, consolidation or other reorganization of the Company without first entering into a mutually agreeable amendment to this Agreement in order to make appropriate adjustments to the number and kind of Initial Shares and Option Shares subject to this Agreement, but the aggregate purchase price therefor shall remain the same. In the event of any increase or decrease in the number of issued shares of any Series A Stock, Series B Stock or Common Stock of the Company resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of any such Company securities, or any other similar pro rata increase or decrease in the number of issued shares of Class A Stock, Class B Stock or Common Stock of the Company, then the number and kind of Initial Shares and Option Shares subject to this Agreement shall be adjusted appropriately, but the aggregate purchase price therefor shall remain the same.

4.9 Registration Rights. If the Option Agreements are terminated or expire in accordance with their terms, Purchaser agrees that Sellers shall have, and Purchaser shall cause the Company to provide to Sellers, the registration rights with respect to the Option Shares (and any shares of Common Stock issuable upon conversion of the Option Shares) specified in Exhibit "B" to this Agreement (the "Registration Rights"). In consideration of the benefits to be received by the Company as a result of Sellers' execution, delivery and performance of this Agreement, the Company intervenes in the execution and delivery of this Agreement to hereby grant to Sellers the Registration Rights.

4.10 Come-Along Rights.

(a) Purchaser agrees that, from and after the Closing, except in a sale made in compliance with all of the conditions set forth in Rule 144 under the Securities Act (including without limitation the manner of sale requirements and limitations on amount), Purchaser will not transfer any Common Stock, Series A Stock or Series B Stock unless the proposed transferee also offers to purchase (and if such offer is accepted, purchases), the Common Stock, Series A Stock and/or Series B Stock, as applicable, held by each Seller on a pro rata basis (as determined below) and on the same terms (including price terms) and conditions, and at the same time, as such transferee's purchase of Common Stock, Series A Stock and/or Series B Stock, as the case made be, from Purchaser.

(b) The "pro rata basis" referred in Section 4.10(a) shall be determined as follows:

(i) if as a result of such transfer Purchaser will no longer hold shares of Common Stock, Series A Stock, Series B Stock or any one of such classes or series, the transferee shall offer to purchase (and if such offer is accepted, purchase) all (100%) of such class or classes (or series) then held by Sellers; and

(ii) if Purchaser is transferring less than all of the shares of a class or classes (or series) of Company stock then held by it, the transferee shall offer to purchase (and if such offer is accepted, purchase) the percentage of each applicable class or series of Company stock held by each Seller as is equal to the percentage of the same class or classes (and series) then being transferred by Purchaser.

By way of example only, if Purchaser is transferring 50% of the Series A Stock then held by it and 25% of the Series B Stock then held by it, then the transferee shall offer to purchase (and if such offer is accepted, purchase) 50% of the Series A Stock then held by each of the Sellers and 25% of the Series B Stock then held by each of the Sellers.

(c) For purposes of this Section 4.10, shares of Common Stock issuable upon exercise by a Seller of an option or warrant to purchase shares of Common Stock shall be deemed to be held by such Seller for so long as such Seller holds such option or warrant.

(d) Any offer made by a transferee pursuant to this Section 4.10 shall be in writing and shall be accepted by one or more of the Sellers, if at all, by written notice to Purchaser and the offeror within 20 business days after the date of the offer. The failure of any Seller to accept the offer within such 20-business-day period shall be deemed a rejection of the offer by such Seller. Nothing herein shall obligate any Seller to sell any shares of Company stock pursuant to this Section 4.10, and the acceptance or rejection of an offer made pursuant to this Section 4.10 by any one of them shall not affect the right of any of the other of them to accept or reject such offer. The time periods set forth in this Section 4.10(d) shall be extended, to the extent applicable and necessary, to permit the exercise by any Seller electing to sell shares pursuant to this Section 4.10 to exercise its rights to purchase Common Stock pursuant to the options or warrants then held by such Seller.

ARTICLE V
Conditions to Closing

5.1 Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable law):

(a) all representations and warranties of Sellers contained herein shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date with the same effect as though those representations and warranties had been made again, at and as of that time;

(b) Sellers shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date:

(c) Purchaser shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to Purchaser) executed by each Seller certifying as to the fulfillment of the conditions specified in Sections 5.1(a) and 5.1(b) hereof;

(d) there shall not have been commenced or threatened against Purchaser or any Seller, or against any person affiliated with Purchaser or any Seller, any proceeding (i) involving a challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement or (ii) that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreement;

(e) all conditions precedent to the funding of the Acquisition Financing shall have been satisfied, and the Acquisition Financing shall have been funded to an amount at least equal to the Share Purchase Price and the Option Purchase Price.

5.2 Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate the transactions contemplated by this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable law):

(a) all representations and warranties of Purchaser contained herein shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date with the same effect as though those representations and warranties had been made again, at and as of that date;

(b) Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date;

(c) Sellers shall have been furnished with a certificate (dated the Closing Date and in form and substance reasonably satisfactory to Sellers) executed by Purchaser certifying as to the fulfillment of the conditions specified in Sections 5.2(a) and 5.2(b);

(d) none of the Sellers shall have been required to be a party to or make any representations or warranties in respect of any of the agreements, certificates or instruments to be delivered in connection with the Acquisition Financing;

(e) there must not have been commenced or threatened against Purchaser or any Seller or against any person affiliated with Purchaser or any Seller any proceeding (i) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement or (ii) that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the other transactions contemplated by this Agreement;

(f) the Acquisition Financing shall have been funded to an amount at least equal to the Share Purchase Price and the Option Purchase Price;

(g) the Company's Articles of Incorporation shall have been amended on the Closing Date, in form and substance satisfactory to Sellers and their counsel, such that the Series A Stock and the Series B Stock will not become convertible into shares of Common Stock until at least the earlier of termination of the OESC Option or January 1, 2004.

ARTICLE VI
Closing

6.1 Closing. The consummation of the purchase and sale of the Initial Shares and the grant and purchase of the OESC Option contemplated hereby shall occur at a closing (the "Closing") to be held at 10:00 a.m., New Orleans time, on such date on or after September 30, 2002, not sooner than the third business day after satisfaction of the conditions set forth in Section 5.1(d), 5.1(e) (other than the funding of, and any conditions precedent to, the Acquisition Financing that can only be satisfied on the Closing Date), 5.2(d), 5.2(e), that Sellers, on the one hand, or Purchaser, on the other hand, shall have notified the other not less than three business days in advance, or on such other date as the parties may agree (the "Closing Date"). The Closing shall take place at the offices of Phelps Dunbar, L.L.P., 365 Canal Street, Suite 2000, New Orleans, Louisiana, or at such other place as the parties may agree. Subject to the provisions of Article VII, failure to consummate the transactions provided for in this Agreement on the date determined pursuant to this Section 6.1 will not result in termination of this Agreement and will not relieve any party of any obligations under this Agreement.

6.2 Deliveries by Sellers. At the Closing, Sellers shall deliver to Purchaser:

(a) certificates representing the Initial Shares, duly endorsed for transfer to Purchaser or accompanied by separate stock powers duly executed for transfer to Purchaser;

(b) the Option Agreements, duly executed and delivered by each Seller;

(d) such other separate instruments or documents that Purchaser may reasonably deem necessary or appropriate in order to consummate the transactions contemplated by this Agreement.

6.3 Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Sellers:

(a) the Share Purchase Price, by wire transfer of immediately available funds to the account or accounts designated by Sellers, allocated among the Sellers in the manner set forth on Schedule 1.1;

(b) the Option Purchase Price, by wire transfer of immediately available funds to the account or accounts designated by Sellers, allocated among the Sellers in the manner set forth on Schedule 1.1;

(d) the certificate required pursuant to Section 5.2(c); and

(e) such other separate instruments or documents that Sellers may reasonably deem necessary or appropriate in order to consummate the transactions contemplated by this Agreement.

ARTICLE VII
Termination

7.1 Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated as follows:

(a) by mutual written agreement of Purchaser and Sellers;

(b) by either Purchaser or Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;

(c) by Purchaser if any of the conditions set forth in Section 5.1 has not been satisfied by the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and Purchaser has not waived such condition on or before the Closing Date or the date of such termination;

(d) by Sellers if any of the conditions set forth in Section 5.2 has not been satisfied by the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and Sellers have not waived such condition on or before the Closing Date or the date of such termination;

(e) by Sellers if Purchaser shall not have provided to Sellers by October 7, 2002 a commitment in form and substance acceptable to Sellers, from a financial institution or other investor acceptable to Sellers, for the financing of Purchaser's purchase of the Initial Shares and the OESC Option and the payment of the Option Exercise Price;

(f) by either Sellers or Purchaser if the Closing shall not have occurred (other than through the failure of the party seeking to terminate this Agreement under this Section 7.1(f) to comply fully with its obligations under this Agreement) on or before December 15, 2002 or such later date as the parties may agree upon in writing.

7.2 Effect of Termination. If this Agreement is validly terminated as provided in Section 7.1, then the parties shall be relieved of their respective duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to Purchaser or Sellers; provided, however, that the obligations of the parties set forth in Section 4.6 hereof and the provisions of Sections 9.3, 9.4, 9.5 and 9.7 hereof shall survive any such termination and shall be enforceable hereunder; and provided further, that nothing in this Section 7.2 shall relieve the Purchaser or Sellers of any liability for a breach of this Agreement.

ARTICLE VIII
Survival; Indemnification

8.1 Survival. All representations and warranties of the parties contained herein shall survive the execution and delivery of this Agreement, and the Closing hereunder, and shall expire December 31, 2003. All claims for indemnification under this Agreement for (a) an inaccuracy in, omission from or breach of a representation or warranty by a party or (b) any matter described in the second sentence of Section 8.2(a) must be made before December 31, 2003 and must set forth in writing in reasonable detail the basis of such claim and the facts and circumstances on which such claim is based. Any such claim asserted in writing prior to December 31, 2003 and specifying in reasonable detail the basis of such claim and the facts and circumstances on which such claim is based, shall survive until finally resolved and satisfied in full. All covenants and agreements of the parties in this Agreement shall survive the Closing in accordance with their respective terms.

8.2 Indemnification.

(a) From and after the Closing Date, Sellers shall indemnify and hold Purchaser harmless, and Purchaser shall indemnify and hold Sellers harmless, from and against any and all uninsured damages, losses, liabilities and expenses (including reasonable attorney's fees) ("Damages") actually and reasonably incurred or suffered by the other arising out of any inaccuracy in, omission from or breach of any representation or warranty or the breach or non-performance of any covenant, agreement or obligation under this Agreement. In addition, Sellers shall indemnify and hold Purchaser harmless from and against any and all Damages actually and reasonably incurred or suffered by Purchaser as a result of a direct claim against Purchaser or the Company (excluding any such claim by any member, manager or affiliate of Purchaser or any other person acting by, with or through Purchaser or any of its members, managers or affiliates) to the extent such claim is based on the liability of Purchaser as successor to a Seller by virtue of Purchaser's acquisition of the Advantage Securities, or the liability of the Company, solely for an act or omission of a Seller as a shareholder of the Company at any time prior to March 2001¹. If the Closing is consummated, the sole and exclusive liability of Sellers and Purchasers for monetary damages, and the sole and exclusive remedy of Sellers and Purchaser for monetary damages, whether based on contract, tort (including negligence), strict liability or otherwise, shall be as provided in this Article VIII. Neither party shall have any obligation to the other for indemnification under this Agreement if as of the Closing Date the party seeking indemnification (or any of its members, managers, partners or affiliates) knew or should have known of the facts and circumstances giving rise to such claim.

¹ By way of example, if as a result of a claim based solely on an act or omission of a Seller as set forth herein, there was a $300,000 diminution in value of the Advantage Securities held by Purchaser, but at the same time, as a result of external causes unrelated to any Seller there was an additional $200,000 diminution in value of such Advantage Securities, Purchaser would be entitled to indemnification hereunder (subject to the other qualifications set forth in this Article VIII) for the $300,000 diminution in value caused solely by Sellers (even though additional diminution in value was caused by other events (for which Sellers shall not be responsible for indemnification hereunder)), to the extent that Purchaser proves that such $300,000 diminution in value was caused solely by an act or omission of a Seller as set forth herein.

(b) A party shall be entitled to indemnification under this Agreement for any inaccuracies in, omissions from or breach of any representations or warranties by the other party or for a breach of the indemnification covenant set forth in the second sentence of Section 8.2(a) only when and to the extent that the aggregate of all Damages in respect thereof suffered by such party exceed $250,000 in the aggregate, whereupon the indemnified party shall be entitled to indemnification hereunder for any such Damages in excess of $250,000 in the aggregate; provided, however, that in no event shall the liability of any party for indemnification under this Article VIII (including Sellers' indemnification under the second sentence of Section 8.2(a)) exceed $10,000,000 in the aggregate, and, subject to such aggregate cap, in no event shall Sellers' liability for indemnification under the second sentence of Section 8.2(a) exceed the amount of the out-of-pocket expenses actually and reasonably incurred by Purchaser in respect thereof plus the lesser of (i) the out-of-pocket Damages (excluding expenses or losses) actually and reasonably incurred by the Purchaser in respect thereof or (ii) the diminution in value of the Advantage Securities then held by Purchaser from the purchase price for such Advantage Securities paid by Purchaser pursuant to this Agreement. For purposes of determining any diminution in value of any Advantage Securities or any Damages under the preceding sentence, (A) the value of the Series A Stock and Series B Stock shall be deemed to be the amount that a holder thereof would receive at the time in a liquidation and dissolution of the Company based upon the financial statements of the Company as of the applicable date prepared in accordance with generally accepted accounting principles consistently applied in accordance with the Company's current practices as of the date hereof, but in no event shall there be deemed to have been any diminution in value of the Series A Stock or Series B Stock if the market value of the outstanding shares of Common Stock at the time is greater than or equal to $2,000,000, (B) Purchaser shall have the burden of proving that the diminution in value and/or Damages was caused solely by an act or omission of a Seller as a shareholder of the Company during the applicable period¹, (C) the diminution in value of any Advantage Securities theretofore sold, transferred or otherwise disposed of by Purchaser shall be deemed to be zero and (D) the diminution in value of any Common Stock issued upon conversion of shares of Series A Stock or Series B Stock shall be deemed to be zero. In addition, Sellers shall not be liable for indemnification in respect of a diminution in value of any Option Shares if at or prior to the exercise of the OESC Option, Purchaser knew or should have known of the claim or potential claim against Purchaser or the Company. Notwithstanding any other provision of this Agreement, in no event shall a party be obligated to indemnify the other party, whether based on contract, tort (including negligence), strict liability or otherwise, for loss of anticipated profits or revenue, cost of money, loss of use of capital or for any special, incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever. The parties' indemnification obligations under this Article VIII for inaccuracies in, omissions from or breaches of representations and warranties and for breach of the covenant set forth in the second sentence of Section 8.2(a) shall terminate and expire December 31, 2003, except to the extent that a claim for indemnification in respect thereof has been made prior to such date in accordance with Section 8.1.

(c) If Purchaser makes a claim for indemnification hereunder, Purchaser hereby grants to Sellers an option to purchase the Initial Shares and, if Purchaser has exercised the OESC Option, the Option Shares, for a purchase price equal to the Share Purchase Price for such Initial Shares and the Option Exercise Price for such Option Shares. If Sellers elect to exercise this option, Purchaser must sell such Initial Shares and Option Shares to Sellers at the applicable price set forth herein, and upon consummation of such purchase and sale, Sellers' indemnification obligations under this Agreement shall be terminated, and Purchaser shall be deemed to have released any and all claims it may have against Sellers under this Agreement.

ARTICLE IX
Miscellaneous

9.1 Specific Performance. Each party acknowledges and agrees that the breach of this Agreement would cause irreparable damage to the other party and that the other party will not have an adequate remedy at law. Therefore, the obligations of each party under this Agreement, including without limitation Sellers' obligation to sell the Initial Shares to Purchaser and to grant the OESC Option to Purchaser, and Purchaser's obligation to purchase the Initial Shares and the OESC Option from the Sellers, shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies that any party may have under this Agreement.

9.2 Further Assurances. Sellers and Purchaser each agree to execute and deliver such other documents and agreements, and to take such other action, as may be reasonably necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

9.3 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Louisiana applicable to contracts made and to be performed wholly within such state, without regard to principles of conflicts of laws.

9.4 Submission to Jurisdiction; Consent to Service of Process. The parties hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within Orleans Parish, State of Louisiana, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each party hereby irrevocably agrees that all claims in respect to such dispute or any suit, action or proceeding related thereto shall be heard and determined in such court. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of any inconvenient forum for the maintenance of such dispute. All of the parties hereto agree that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 9.5.

9.5 Notices. All notices, requests, demands and other communications that are required or permitted pursuant to this Agreement shall be in writing and delivery shall be deemed to be sufficient in all respects and to have been duly given on the date of delivery if delivered personally or by telecopy (with receipt confirmed), on the first business day after mailing if mailed via a nationally recognized overnight courier, or on the fifth business day after mailing if mailed by certified mail, postage prepaid, return receipt requested, in each case addressed to the party to whom notice is to be given at the following addresses:

                        If to Sellers:                              Advantage Capital Partners, L.P.
                                                                        Advantage Capital Partners II, L.P.
                                                                        Advantage Capital Partners III, L.P.
                                                                        Advantage Capital Partners IV, L.P.
                                                                        Advantage Capital Partners VI, L.P.
                                                                        Advantage Capital Partners VI, L.P.
                                                                        Advantage Capital Partners VII, L.P.
                                                                        Advantage Capital Partners VIII, L.P.
                                                                        Advantage Capital Partners X, L.P
                                                                        Advantage Capital Techology Fund, L.L.C.
                                                                        909 Poydras Street
                                                                        Suite 2250
                                                                        New Orleans, Louisiana 70112
                                                                        Attention: Stephen J. Bordes
                                                                        Telecopy: (504) 522-4950

                        with a copy to:                          Patrick J. Butler, Jr., Esq.
                                                                        Phelps Dunbar, L.L.P.
                                                                        365 Canal Street, Suite 2000
                                                                        New Orleans, Louisiana 70130
                                                                        Telecopy: (504) 568-9130

                        If to Purchaser:                          OESC Investors, LLC
                                                                        4500 N.E. Interstate 49
                                                                        Carencro, Louisiana 70520
                                                                        Attention: Darcy Klug
                                                                        Telecopy: (337) 896-9067

                        with a copy to:                          James J. Spring, III, Esq.
                                                                        Chamberlain, Hrdlicka, White, Williams & Martin
                                                                        1200 Smith Street, Suite 1400
                                                                        Houston, Texas 77002
                                                                        Telecopy: (713) 658-2553

or to such other address a party shall, from time to time, designate to the others by like notice.

9.6 Entire Agreement; Amendments and Waivers. This Agreement (including the schedules and exhibits hereto) represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by a written instrument signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

9.7 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any person or entity not a party to this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Sellers or Purchaser (by operation of law or otherwise) without the prior written consent of the other parties hereto, and any attempted assignment without the required consents shall be void.

9.8 No Third-Party Beneficiaries. This Agreement is intended for the exclusive benefit of the parties hereto, and nothing in this Agreement shall be construed as creating any rights or benefits in or to any third party.

9.9 Severability. Should any part of this Agreement for any reason be declared by any court of competent jurisdiction to be invalid or unenforceable, that decision shall not affect the validity or enforceability of the remaining parts of this Agreement, which shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable provisions eliminated, it being the intent of the parties that they would have executed the remaining provisions of this Agreement, without including any part or portion thereof that may for any reason be declared invalid or unenforceable, except to the extent that the elimination of such invalid or unenforceable provision or provisions frustrates the entire purpose of this Agreement.

9.10 Time is of the Essence. With respect to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

9.11 Captions. The captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretation, construction or meaning and are in no way to be construed as a part of this Agreement.

9.12 Interpretation. This Agreement has been mutually negotiated by the parties hereto, all of whom have been represented by counsel. If any claim is made by a party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden or proof or persuasion shall be implied or imposed by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.

9.13 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

SELLERS:

ADVANTAGE CAPITAL PARTNERS, L.P.
ADVANTAGE CAPITAL PARTNERS II, L.P.

By: Advantage Capital Corporation, as
general partner of each

By:           /s/ Stephen J. Bordes
                  Name: Stephen J. Bordes
                  Title:             Principal

ADVANTAGE CAPITAL PARTNERS III, L.P.

By: Advantage Capital Management
Corporation, as general partner