ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this Agreement) is made as of November 30, 2005, by and among Geokinetics, Inc., a corporation incorporated under the laws of Delaware (the Company), the purchasers signatory hereto (each a Purchaser and together the Purchasers), and Feldman Weinstein LLP, with an address at 420 Lexington Avenue, Suite 2620, New York, New York 10170 (the Escrow Agent). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.

W I T N E S S E T H:

WHEREAS, the Purchasers will be purchasing from the Company shares of its Common Stock (the Common Stock)  and Warrants (the Warrants) as set forth in the Securities Purchase Agreement dated the date hereof between the Purchasers and the Company (the Purchase Agreement), which will be issued as per the terms contained herein and in the Purchase Agreement; and

WHEREAS, it is intended that the purchase of the securities be consummated in accordance with the requirements set forth by Sections 4(2) and/or 4(6) and/or Regulation D promulgated under the Securities Act of 1933, as amended; and

WHEREAS, the Company and the Purchasers have requested that the Escrow Agent hold the Subscription Amounts with respect to each Closing in escrow until the Escrow Agent has received the Release Notice in the form attached hereto from the Company and each Purchaser;

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

ARTICLE 1
TERMS OF THE ESCROW

1.1.  The parties hereby agree to establish an escrow account (Escrow Account) with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the Common Stock and the Warrants at each Closing as contemplated by the Purchase Agreement. The Escrow Account shall be non-interest-bearing.

1.2.  Upon the Escrow Agents receipt of the aggregate Subscription Amounts for the first Closing (not less than $25,000,000) into the Escrow Account, together with the executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement from each Purchaser, it shall telephonically advise the Company, or the Companys designated attorney or agent, of the amount of funds it has received into its Escrow Account.

1.3.  Wire transfers to the Escrow Agent shall be made as follows:

1

1.4.  The Company, promptly following being advised by the Escrow Agent that the Escrow Agent has received the Subscription Amounts for the first Closing along with facsimile copies of counterpart signature pages of the Purchase Agreement, Registration Rights Agreement and this Agreement from each Purchaser, shall deliver to the Escrow Agent:

(a)    the Companys executed counterpart of the Purchase Agreement;

(b)   the Companys executed counterpart of the Registration Rights Agreement;

(c)    the executed opinion of Company Counsel, in the form of Exhibit D to the Purchase Agreement;

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