Geokinetics Inc., a Delaware corporation (the Company), as of November 30, 2004, hereby agrees with the parties named on the signature pages hereto (collectively, the Investors) as follows:

$75,000 for the payment of fees and expenses related to the Private Placement, and (iii) the balance of approximately $925,000 for working capital and general corporate purposes.

PARAGRAPH 3. CONDITIONS PRECEDENT IN FAVOR OF INVESTORS

3. Conditions to Investors Obligations. Subject to the provisions of Paragraph 9G below, the obligation of each Investor to purchase and pay for the Series A Preferred Stock to be purchased is subject to the satisfaction of the following conditions:

3A. Deliveries by the Company. On or before the Date of Closing, the Investors shall have received evidence of the following, duly executed and delivered by the Company to the Investors:

(i) certificates evidencing the Series A Preferred Shares being purchased by each Investor in the name set forth on the signature page hereto of such Investor;

(ii) the Registration Rights Agreement in substantially the form of Exhibit B;

(iii) certificates of the Secretary and of the President or any Vice President of the Company dated the Date of Closing, which shall contain the names and signatures of the officers of the Company authorized to execute this Agreement and which shall certify to the truth, correctness and completeness of the following exhibits attached hereto as Exhibit A and Exhibit C, respectively: (a) the Certificate of Designation of Series A Senior Convertible Preferred Stock attached hereto as Exhibit A authorizing the issuance of 8,333 shares of Series A Preferred Stock, and evidence of the filing of such Certificate of Designation issued by the Secretary of State of Delaware, (b) (i) a copy of resolutions duly adopted by the Board of Directors of the Company in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Transaction Documents delivered or to be delivered in connection herewith on the part of the Company and the consummation of the transactions contemplated herein and therein, (ii) a copy of the Certificate of Incorporation of the Company and all amendments thereto, certified by the Secretary of State of Delaware, and (iii) a copy of the bylaws of the Company on the Date of Closing;

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PARAGRAPH 1. AUTHORIZATION OF ISSUE OF SECURITIES

1C. Registration Rights. The Investors receiving Series A Preferred Stock will also have the benefit of the registration rights set forth in the Registration Rights Agreement in substantially the form of Exhibit B attached hereto.

PARAGRAPH 2. ACQUISITION OF SECURITIES

2A. Acquisition of Securities Subject to and upon the terms and conditions herein set forth, each Investor agrees, severally and not jointly, to purchase from the Company the number of shares of Series A Preferred Stock for the purchase price, as set forth on the signature page of such Investor.

2B. Closing. The sale and purchase (the Closing) of the shares of Series A Preferred Stock shall take place on the date hereof (the Date of Closing) at the offices of Chamberlain, Hrdlicka, White, Williams & Martin in Houston, Texas.

PARAGRAPH 3. CONDITIONS PRECEDENT IN FAVOR OF INVESTORS

3. Conditions to Investors Obligations. Subject to the provisions of Paragraph 9G below, the obligation of each Investor to purchase and pay for the Series A Preferred Stock to be purchased is subject to the satisfaction of the following conditions:

3A. Deliveries by the Company. On or before the Date of Closing, the Investors shall have received evidence of the following, duly executed and delivered by the Company to the Investors:

(i) certificates evidencing the Series A Preferred Shares being purchased by each Investor in the name set forth on the signature page hereto of such Investor;

(ii) the Registration Rights Agreement in substantially the form of Exhibit B;