SECOND CONSULTANT AGREEMENT
This Agreement, made and entered into as of the 1st day of April 2003, effective January 1, 2004, until
December 31, 2004, by and between Mitcham Industries, Inc. (Company) and William J. Sheppard
WHEREAS, Company has the need for the services of a consultant experienced in certain aspects of logistics of
moving leased equipment in the foreign operations of the Company's business;
WHEREAS, Consultant has such experience and is willing to perform such services for Company in the areas of
Now, therefore, the parties agree as follows:
1. Consultant agrees to exert its best efforts on projects and tasks mutually agreed to by Consultant and
Company. Consultant's performance thereof shall be to the satisfaction of Company's designated representative.
2. In consideration of such efforts, Company agrees to pay Consultant at the rates indicated in the work schedule
set forth in the Attachment to the Agreement between William J. Sheppard and Company.
3. Consultant agrees that whatever knowledge and information is learned during the term hereof and incident to
the efforts on behalf of Company is proprietary and confidential as to Company, and Consultant will not, without
the written consent of Company, disclose any of said knowledge or information until such information may
4. The parties understand and agree that Consultant is an independent contractor and not an agent or employee
of Company nor is any agency relationship hereby created.
5. Consultant shall comply with all plant rules and regulations whenever an assignment requires his presence at a
plant or other facility owned or operated by Company or one of its subsidiaries or affiliates, vendors or
6. Consultant agrees to comply with Company's policy of drug/alcohol free work environment, and will submit to
a drug test at any time requested by Company or one of its subsidiaries or affiliates. Consultant understands that