GEODYNAMICS CORPORATION

                  DIRECTORS' STOCK OPTION PLAN
                         April 19, 1995

PURPOSE OF THE PLAN
     The purpose of the Directors' Stock Option Plan (the "Plan")
of  Geodynamics  Corporation ("Geodynamics")  is  to  provide  an
incentive  which  will  attract and  retain  the  best  available
persons  to  serve on the Board of Directors of  Geodynamics  and
will provide additional incentives to such persons to further the
success of Geodynamics.  Under the Plan, directors of Geodynamics
(the  "Directors")  will receive a grant of options  to  purchase
common  stock of Geodynamics (the "Options") in lieu of an annual
retainer  for  a  projected five-year  period  of  service  as  a
Director.

PERSONS ELIGIBLE
     Only   Directors   who  are  not  full-time   employees   of
Geodynamics are eligible to participate in the Plan.

FORM OF OPTION
     The   form  of  Option  attached  to  this  Plan  is  hereby
incorporated herein by reference, and the Plan shall  be  subject
to all requirements set forth therein.

PRICE AND NUMBER OF OPTIONS
     The  terms  of  the Option are set as a formula  plan.   The
exercise  price of the Options has been initially established  as
$5  per share,  The exercise price so established shall remain in
effect  until it is changed by the Board of Directors as provided
herein  to maintain an exercise price between 50% and 75% of  the
price  of  the  stock at grant.  The number of  Options  will  be
established  along with the exercise price so  as  to  compensate
Directors  in  an amount equal to that portion of the  Director's
fees  otherwise payable.  The Director may only receive one  such
grant  within  any five-board-year period.  The formula  for  the
total  number of options in the grant is based on the fair-market
value of the shares on the commencement date:

      Annual  Compensation Amount = (Fair Market Value - Exercise
Price)(# of Options)(0.20)

Non-retainer fees, expenses of Directors for travel  and  related
items  shall not be subject to this Plan and shall be payable  in
cash.