CO-SALE AGREEMENT





     This CO-SALE AGREEMENT (this "Agreement") is made and entered into as of

May 2, 2003, among Geokinetics Inc., a Delaware corporation (the "Company"),

Blackhawk Capital Partners, a Texas general partnership ("BPC"), Blackhawk

Investors, L.L.C., a Delaware limited liability company ("Blackhawk I"),

Blackhawk Investors II, L.L.C., A Delaware limited liability company ("Blackhawk

II"), Somerset Capital Partners, a general partnership ("SCP"), William R.

Ziegler ("Ziegler") and Steven A. Webster ("Webster") (BCP, Blackhawk I,

Blackhawk II, SCP, Ziegler and Webster being sometimes referred to collectively

as the "Blackhawk Partners") and the undersigned Investors (as defined below).



     WHEREAS, each of the Investors is a party to the Securities Purchase and

Exchange Agreement by and among, among others, the Company, the Blackhawk

Partners and the Investors (the "Restructure Agreement"); and



     WHEREAS, certain of the obligations of the Company and the Investors are

conditioned upon the execution and delivery of this Agreement; and



     WHEREAS, the parties hereto desire to have this Agreement govern certain

transfers of shares of the Company by the Blackhawk Partners;



     NOW, THEREFORE, in consideration of the premises, and the mutual agreements

set forth herein, the parties hereto agree as follows:



     SECTION 1. CERTAIN DEFINITIONS.



     (a) Capitalized terms not otherwise defined herein, shall have the meanings

assigned to them in the Restructure Agreement.



     (b) As used herein:



         "Common Stock" means (i) the Company's Common Stock, $0.01 par value

per share, (ii) shares of Common Stock issuable upon exercise of outstanding

options or warrants and (iii) shares of Common Stock issuable upon conversion of

any outstanding convertible securities.



         "Investors" shall mean each of the persons identified as Investors on

the signature pages hereof and any other persons or entities who become parties

to this Agreement as "Investors" pursuant to the terms of this Agreement, and

their respective heirs, legal representatives, administrators and successors.



     SECTION 2. RESTRICTIONS ON TRANSFER BY BLACKHAWK PARTNERS. Except as

provided in this Agreement, the Blackhawk Partners will not sell, assign,

pledge, hypothecate or otherwise encumber or dispose of in any way, all or part

of or any interest in the Common Stock. Any sale, assignment, transfer, pledge,

hypothecation or other encumbrance or disposition of the Common Stock not made

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