The new company will offer a full range of integrated marine and land geophysical services and floating production operations. Benefits from the merger include:
• Leading presence in global marine and land seismic markets
• Largest, newest and most geographically diverse seismic library with over 400,000 square kilometers of modern 3D data
• More flexible, technologically advanced and efficient seismic fleet
• Owner and operator of four high-tech floating production, storage and offloading (FPSO) vessels
• Operator of more than 20 production installations in the North Sea, including six floaters
• Broader geographic scope in seismic acquisition capabilities
• Significant leading-edge data-processing, interpretation and reservoir technologies
• Initial estimated annual cost savings of at least $35 million
• More stable and diversified cash flow stream
• Improved liquidity and enhanced financial flexibility

In a joint statement, Reidar Michaelsen, Chairman and Chief Executive Officer of PGS, and Dave Robson, Chairman and Chief Executive Officer of Veritas, said, "Growing global demand for reliable seismic data coupled with ongoing consolidation, both among our customers and in our industry, make this an opportune time for this combination. By combining our complementary, high-quality seismic data libraries, we will be uniquely positioned to offer our customers a much broader array of sophisticated 2D, 3D and 4D geophysical data in active and highly prospective areas around the world. Our combination will also create a more versatile marine seismic acquisition fleet that is second to none, with the ability to provide data acquisition services anywhere, at any time."

"We are excited about the tremendous upside potential this transaction creates for the combined company and its shareholders, customers and employees. The combination of Veritas and PGS will enable us to offer fully integrated services to our customers and will give us the strength, flexibility and resources to compete more effectively and efficiently on a broader global scale. Our combined company will also possess the depth of talent and financial strength to pursue exciting new growth opportunities around the world."

Industry-leading Portfolio
The combined company will boast an industry-leading portfolio including:
• 400,000 square kilometers of modern 3D data
• 21 marine seismic crews
• 83,000 land seismic channels capable of fielding 25 to 30 high-tech 3D crews
• 4 high-tech, harsh environment FPSO vessels
• More than 20 data processing centers
• 8 data visualization centers

Headquarters, Management and Board
The combined company will be headquartered in Houston, Texas and will maintain a significant operating presence in Norway. Upon completion of the transaction, Mr. Michaelsen will serve as Chairman and Co-CEO of the combined company, with primary responsibility for the production business. Mr. Robson will become Vice Chairman and Co-CEO of the combined company, with primary responsibility for the geophysical business. The combined company's Board of Directors will be comprised of ten directors, four designated from each of the two companies, including Mr. Robson and Mr. Michaelsen, and two newly appointed unaffiliated directors.

Cost Savings
The companies expect to achieve annual pre-tax cost savings of at least $35 million. Savings are expected to come from the elimination of duplicative general and administrative and operating activities, improved operating efficiencies and the optimization of research and development efforts.

Terms and Conditions
Under the terms of the agreement, both Veritas and PGS will become wholly-owned subsidiaries of a new holding company incorporated in the Cayman Islands. PGS shareholders who exchange their shares will receive 0.47 shares of the new holding company's common stock for each share of PGS they own. Veritas shareholders will receive one share of the new holding company's common stock for each share of Veritas they own. Based upon the closing stock prices of Veritas and PGS on Friday, November 23, 2001, this represents a value of $7.64 per PGS share, or a 44 percent premium to PGS shares. The transaction is expected to be tax-free to Veritas shareholders. The transaction is expected to be taxable to PGS shareholders; however, PGS expects to apply for tax-exempt treatment for Norwegian shareholders of PGS. At inception, PGS shareholders will own approximately 60 percent of the new holding company and Veritas shareholders will own approximately 40 percent.

The transaction is conditioned upon, among other things, the approval of a majority of Veritas shareholders, expiration of the Hart-Scott-Rodino waiting period, listing of the new holding company's shares on the NYSE and customary regulatory approvals. The transaction also requires 90 percent of PGS shareholders to exchange their shares for the new holding company's ordinary shares. The companies expect that the transaction can be completed in the second quarter of 2002. The new company also intends to pursue the listing of its shares on the Oslo and Toronto stock exchanges.

Merrill Lynch & Co. and ABG Sundal Collier & Co. acted as financial advisors, and Merrill Lynch provided a fairness opinion to PGS. Baker Botts LLP and Wikborg, Rein & Co. acted as PGS' legal advisors. Evercore Partners Inc. acted as financial advisor and provided a fairness opinion to Veritas and Fulbright & Jaworski LLP and Baker & McKenzie acted as its legal advisors.

About PGS
Petroleum Geo-Services is a technologically focused oilfield service company principally involved in two businesses: Geophysical Operations and Production Operations. PGS acquires, processes and markets 3D, time-lapse and multi-component seismic data. In its Production Operations, PGS owns four floating, production, storage and offloading (FPSO) systems and operates numerous offshore production facilities for oil and gas companies. FPSOs permit oil and gas companies to produce from offshore fields more quickly and cost-effectively. PGS operates on a worldwide basis from Oslo, Norway and Houston, Texas.

About Veritas
Veritas DGC Inc. offers the oil and gas industry a comprehensive suite of integrated geophysical services designed to manage exploration risk and enhance drilling and production success worldwide. These services include seismic data acquisition in all environments, data processing, data visualization, data interpretation, reservoir characterization, and extensive non-exclusive seismic data library surveys worldwide. With over 36 years of operating experience, Veritas is one of the world's leading providers of advanced geophysical technologies.

PGS Contacts: J. Chris Boswell, SVP & CFO Sam R. Morrow, SVP Finance & Treasurer Phone: 281-589-7935 - Dag W. Reynolds, Director European IR Phone: +47 67 52 66 00.

Veritas Contacts: Matthew Fitzgerald, SVP, CFO and Treasurer Rene VandenBrand, VP Business Development Phone: 832-351-8300.
Mindy Ingle, Investor Relations Phone: 832-351-8821.

For the complete press release, all Cautionary Statement Regarding Forward-Looking Information, and any forward-looking statements can be read in full on the Veritas DGC Inc. web site by clicking here...

The organisers have researched a wide range of accommodation to cater for all tastes and budgets. Rooms are still available.

Many of the Hotels are situated in and around London Docklands and Canary Wharf, London's skyscraper district. Situated within 20 minutes of ExCeL, Canary Wharf offers a multitude of culinary and lifestyle options.

Hotels are also available in Central London, which is now easily accessible from Docklands via the new Jubilee Line Extension (Waterloo to Canary Wharf in around 15 minutes) and the Docklands Light Railway (DLR).

Full details can be seen at http://www.oceanologyinternational.com.

Bookings can be made on-line, or by contacting:
Worldwide - Paula Marais at pmarais@pgi.com or Tel: +44 (0) 20 8949 9222
US and Canada - Tel: (877) 474-4183

Independent Hotels
Visit http://www.oceanologyinternational.com for a list of independent hotels throughout London. No discount is available at these hotels for OI Visitors.

Short Term Lets
A range of apartments in and around London Docklands are available for let through approved agencies. A full list is available at http://www.oceanologyinternational.com.

Official OI London Hotels
OI have block-booked many rooms at a range of hotels throughout London. Rooms are still available but visitors are encouraged to book quickly to avoid disappointment. Breakfast is extra unless specified.

Docklands and Canary Wharf
Docklands and Canary Wharf are the shopping and business hubs of the regenerated East End and most hotels are within 15 minutes of ExCeL. These hotels will house the majority of delegates, maintaining the community atmosphere that has become the hallmark of the OI Series.

The Four Seasons Hotel offers luxurious accommodation with amazing views of London and is within 5 minutes of ExCeL (from £260 per night)

The International at Canary Wharf is a modern and well appointed hotel with a waterfront location (prices range from £150-170 per room per night)

Holiday Inn's are situated at Canada Water, North Greenwich and Royal Empress Dock and offer comfortable accommodation at affordable prices (from £70 per room per night)

Custom House Square Hotel offers bright and simple accommodation, just 2 minutes walk from ExCeL (rooms from £79 per room per night)

Wider London Area
The following hotels are within 30 minutes of ExCeL:

The City of London

The Tower Thistle is a 4* Hotel in the Tower Hill and London Bridge area (rooms from £150 per room per night) offering high quality accommodation within 20 minutes of ExCeL. OI London recommends this hotel and has reserved a large number of rooms.

The London Bridge Hotel is also 4* with rooms starting at £150 per room per night.

The West End

Famed as Theatreland, for Leicester Square and as London's principle tourist centre, The West End houses an extensive range of hotels. Full details can be seen at http://www.oceanologyinternational.com.

Press Enquiries should be directed to David Pierpoint at Oceanology International on +44 (0) 20 8949 9879 or by email to david.pierpoint@spearhead.co.uk.

ROMOR Atlantic Ltd. is engaged in the sales, distribution and rental of oceanographic and geophysical instrumentation and related supplies for the Canadian scientific, military, offshore and geophysical exploration industries.

The ISO 9001:2000 is the internationally recognized standard for quality management systems in both the government and private sectors. The 9001 standard is used to assess an organization's ability to meet customer and applicable regulatory requirements and ultimately to address customer satisfaction and continual improvement.

ROMOR Atlantic Ltd. went through the registration and audit of ISO certification to standardize and control its processes and procedures; this in turn will allow ROMOR to work smarter not harder. To be successful in today's business environment, the focus is on doing the right things the first time, on time, every time, and always to the customers' requirements.

The president Mr. Darrin Verge states the ISO journey was one of the most enjoyable business experiences we have implemented. It allowed the company to dig deep in itself to truly discover the way we do business.

ROMOR Atlantic Limited 7 Canal Street, 2nd Floor Dartmouth, Nova Scotia, CANADA B2Y 2W1 Ph. (902) 466-7000 Fax (902) 463-5696
General Email: romor@romor.ns.ca, Sales: sales@romor.ns.ca, Web http://www.romor.ns.ca

The two U-Tow MkIII undulating towed vehicle systems comprise the towed vehicle with its onboard suite of data-gathering instrumentation, real-time data display and a newly designed winch system.

Each system will be deployed from CSOA vessels Xiang Yang Hong Nos 9 & 14 vessels and will undulate from near the surface to depths of 100m to gather data on CTD, fluorescence, turbidity, oxygen, PAR radiance, pH and other parameters to monitor the health of the Chinese oceans. A feature of each system is the new underway version of the W.S. Ocean Systems best-selling NAS-2E nutrient analyser.

"What sets U-Tow apart from other towed vehicle systems is the rugged, reliable and stable nature of its 'flight' characteristics," said Mike Sawkins of W.S.

"U-Tow's new-generation control system and front-end software ensure optimum performance and maximum user friendliness," he added.

U-Tow is is an undulating or fixed-depth towed vehicle with a large adaptable payload for oceanographic sensors. It is used in a wide range of marine data gathering applications and may be deployed from research vessels or from ships of opportunity such as ferries, cargo ships, ocean liners and luxury yachts.

More information from: Mark Rawlinson, W.S. Ocean Systems Ltd, Omni Business Centre, Omega Park, Alton, Hants GU34 2QD. Tel: +44 (0) 1420 541555. Fax: +44 (0) 1420 541499 email: info@wsocean.com Web: http://www.wsocean.com or Bob Barton Tel: +44 (0) 1684 892819. Fax: +44 (0) 1684 560006 email: bbartonmarketing@aol.com

The latest contract, for four full side scan sonar systems plus spares and consumables, is in addition to an earlier one awarded to Benthos in March of 2001 for $296,000, bringing the total to $1.1 million in geophysical orders received from NAVO this year. Thus far, the cumulative total of the four-year contract awards is $3.7 million.

Benthos recently added "Chirp" sonar capabilities to these systems that allow for greater ranges and higher resolution imaging than can be obtained using conventional side scan sonars. NAVO has a fleet of large and small vessels with these systems installed that allow for quick deployments around the world.

Hydrographic survey launches are used by NAVO to support virtually every type of fleet operation. The Benthos SIS1501/1502 Seafloor Imaging Systems are fully integrated, dual frequency side scan sonars that use advanced digital signal processing hardware and software to produce high-resolution images of the bottom topography.

Benthos, Inc., through its Undersea Systems Division, designs, manufactures, sells and services a variety of oceanographic products for underwater tasks; and through its TapTone Container Inspection Systems Division makes systems for testing consumer packages made of glass, metal or plastic. The common stock of the Company is traded on the Nasdaq SmallCap market under the symbol BTHS. For more information, Benthos can be found on the Internet at http://www.benthos.com.

Canadian Seabed Research Ltd are a marine geophysical consulting company, conducting pipeline and cable route, petroleum geo-hazard, and marine geotechnical engineering surveys both in Canada and around the world. Currently in their 18th year of business, Canadian Seabed Research attribute their success to experienced geophysical personnel and state of the art equipment.

The CODAsys uniSense is a single-trigger system for acquiring and processing sidescan or seismic data. CODAsoft Mosaic software provides real-time mosaicing from sidescan sonar data, with tagging and reporting tools allowing output to be tailored to the user's exact requirements.

This latest sale is part of Coda's best year ever, following the introduction of version 2 of their market-leading software. "Demand for our systems and software has been huge, especially in the past few months," confirmed Jason Reid, Commercial Director, "and all the signs are that we are in for an even better year in 2002."

Coda Technologies develops advanced survey systems and software for use by commercial, military and academic customers, and specialise in working closely with customers to meet their specific needs. More information is available at www.coda-technologies.com or by contacting enquiries@coda-technologies.com, or on +44 131 553 1380. Also contact: Tracey Dickson, Marketing Coordinator Tel: +44 131 561 15 Fax: +44 131 554 7143 e-mail: tracey.dickson@coda-technologies.com web: http://www.coda-technologies.com

The Aquadopp can measure current speed and direction up to 10 meters away from the instrument. This allows mounting onto fixed structures, while still being able to measure undisturbed currents. The sensor's small dimensions and light weight, in addition to its PUV wave sampling capability were weighty reasons for selecting the Aquadopp. Six months deployment with 10 minutes measurement interval on a single internal alkaline battery made it even more attractive.

If in need of reliable, easy to access current and conductivity data from demanding applications, GSE Rentals can provide you with the right solution with the newly acquired Aquadopps.

For more information about the Aquadopp and other Nortek Doppler current meters please refer to http://www.nortek-as.com. Further information and contact details for GSE Rentals can be found at their web site http://www.gserentals.co.uk.

HYPACK 2002 will also allow surveyors an opportunity to view the latest hydrographic equipment. Exhibitors from software/hardware manufacturers, equipment resellers and service providers will be on hand in the exhibit hall to demonstrate their products. There will be also on-the-water demonstrations.

Our current list of exhibitor are:
1 TSS (UK) Ltd
2 TSS (UK) Ltd
3 CSI Wireless
4 Kongsberg Simrad
5 Ohmex Ltd.
6 Chesapeake Technology, Inc.
7 Specialty Devices, Inc.
9 L. D. Bradley Surveyors
10 Knudsen Engineering, Limited
11 De Groot Nijkerk Dredging Equipment
12 Innerspace Technology, Inc.
13 Thales Navigation
14 C-Map/Commercial
15 Survey Equipment Services, Inc.
16 Odom Hydrographic Systems, Inc.
17 Odom Hydrographic Systems, Inc.
18 International Industries
19 International Industries
20 Trimble Navigation Ltd.
21 Ross Laboratories
22 Coastal Planning & Engineering, Inc.
23 Coastal Oceanographics, Inc.
24 Steve Lieber & Associates Inc.
25 Foresight Surveyors
26 The Hydrographic Society of America
27 Applanix Corporation

On-line registration for the HYPACK 2002 Training Conference will be available at the Coastal Oceanographics web site http://www.coastalo.com/hy2002/index.htm. The cost is US$175 for pre-registration and $200 for on-site registrations. Registration provides access to all training sessions, on-the-water demonstrations, exhibits, and hospitality functions.

For those Golf pros, The Humper Classic Golf Tournament is back! The tournament will take place on Monday, January 7th, late morning to early afternoon followed by a small banquet. For more information visit our website: http://www.coastalo.com/hy2002/humper_open.htm

Hotel space for the conference has been reserved at the Savannah Marriott Riverfront. Located on the historic Savannah Riverfront, and adjacent to world famous River Street . The Savannah Marriott Riverfront has reserved 300 rooms at the U.S. Govt. per diem rate ($71/night). To make a reservation by phone, call 1-800-228-9290 or 1-912-233-7722 and ask for the HYPACK conference rate. To get this rate, please make the hotel reservation before December 14th, 2002.

*** POSTPONED Oceanology Int. Pacific Rim, Singapore, Dec 4-6 ***