ESCROW AGREEMENT

THIS ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this Agreement) is made and entered into as of September 8, 2006, by and among Elliott Associates, L.P., a Delaware limited partnership (EALP), Elliott International, L.P., a Cayman Islands limited partnership (together with EALP, Sellers), Geokinetics Inc., a Delaware corporation (GEOK), and Zions First National Bank, a national bank with a Corporate Trust office in Houston, Harris County, Texas (the Bank). GEOK, Sellers and the Bank shall sometimes be referred to herein collectively as the Parties and individually as a Party. The term Other Parties shall herein mean GEOK and Sellers, collectively.

WITNESSETH:

WHEREAS, pursuant to that certain Stock Purchase Agreement dated as of September 8, 2006 by and among GEOK and Sellers (the Purchase Agreement), GEOK has agreed to purchase 100% of the issued and outstanding capital stock of Grant Geophysical, Inc. (the Grant Stock) from Sellers and Sellers have agreed to sell the Grant Stock to GEOK (the Transaction); and

WHEREAS, pursuant to Section 2.2(b) of the Purchase Agreement, GEOK is required to deposit $5,000,000.00 into an escrow account, subject to the terms and conditions set forth herein and therein; and

WHEREAS, GEOK and Sellers have requested the Bank to act in the capacity of escrow agent under this Agreement, and the Bank, subject to the terms and conditions hereof, has agreed so to do.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, the Parties hereby agree as follows:

1.                                       Definitions.  All capitalized terms not defined herein and defined in the Purchase Agreement shall have the meanings attributed to them in the Purchase Agreement.  All references in this Agreement to the Purchase Agreement or any other agreement are for the convenience of the Other Parties, and Escrow Agent (as defined in Section 2 hereof) shall have no duties or obligations with respect thereto.

2.                                       Appointment of Escrow Agent.  Each of GEOK and Sellers hereby appoints the Bank as the escrow agent under this Agreement (the Bank in such capacity, Escrow Agent), and Escrow Agent hereby accepts such appointment.

3.                                       Deposit.  Upon execution of this Agreement, GEOK shall deliver or cause to be delivered by wire transfer to Escrow Agent at Escrow Agents designated account set forth in Schedule A, the sum of $5,000,000.00 in cash in immediately available funds (as may from time to time increase or decrease as a result of the investment and reinvestment thereof and as may be reduced by charges thereto and payments and setoffs therefrom to compensate or reimburse Escrow Agent for amounts owing to it pursuant hereto, the Deposit) to be held by

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Escrow Agent in accordance with the terms hereof for the purpose of providing a source of funds for the indemnification of GEOK pursuant to Article VIII of the Purchase Agreement.  Subject to and in accordance with the terms and conditions hereof, Escrow Agent agrees that it shall receive, hold in escrow, invest and reinvest and release or distribute the Deposit.  It is hereby expressly stipulated and agreed that all interest and other earnings on the Deposit shall become a part of the Deposit for all purposes, and that all losses resulting from the investment or reinvestment thereof from time to time and all amounts charged thereto to compensate or reimburse Escrow Agent from time to time for amounts owing to it hereunder shall from the time of such loss or charge no longer constitute part of the Deposit.

4.                                       Investment of the Deposit.  Escrow Agent shall invest and reinvest the Deposit in U.S. government Treasury bills, U.S. government guaranteed securities or Aim STIT Prime Portfolio Private Class (the Default Investments) unless and until directed jointly in writing by the Other Parties to invest in other securities (the Other Investments). If at the time the Other Investments expire and the Other Parties have not provided joint written instruction as to reinvestment, Escrow Agent shall reinvest the Deposit or any portion thereof (applicable to the foregoing) in the Default Investments. Such written instructions with respect to Other Investments referred to in the foregoing sentence shall specify the type and identity of the investments to be purchased and/or sold and shall also include the name of the broker-dealer, if any, which the Other Parties jointly direct Escrow Agent to use in respect of such investment, any particular settlement procedures required, if any (which settlement procedures shall be consistent with industry standards and practices), and such other information as Escrow Agent may require. Escrow Agent shall not be liable for failure to invest or reinvest funds absent sufficient written direction. Unless Escrow Agent is otherwise directed in such written instructions, Escrow Agent may use a broker-dealer of its own selection, including a broker-dealer owned by or affiliated with Escrow Agent or any of its affiliates. The Escrow Agent or any of its affiliates may receive usual and customary compensation with respect to any investment directed hereunder. It is expressly agreed and understood by the Other Parties that Escrow Agent shall not in any way whatsoever be liable for losses on any investments, reinvestments or liquidations made pursuant to this Agreement and in accordance with this Section 4, other than as a result of bad faith, willful misconduct or gross negligence.

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