Exhibit
10.30




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 Agent’s 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 Company’s 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:




	
   

  	
   

  	
  STERLING NATIONAL BANK

  
	
   

  	
   

  	
  622 3RD AVENUE

  
	
   

  	
   

  	
  NEW YORK, NY
  10017

  
	
   

  	
   

  	
  ACCOUNT NAME:
  FELDMAN WEINSTEIN LLP MASTER ESCROW

  
	
   

  	
   

  	
  ABA ROUTING NO:
  026007773

  
	
   

  	
   

  	
  ACCT NO:
  0814180101

  
	
   

  	
   

  	
  REMARK:
  GOKN/[FUND NAME]

  






 



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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
Company’s executed counterpart of the Purchase Agreement;


(b)   the Company’s
executed counterpart of the Registration Rights Agreement;


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


(d)   a copy of
the Company’s instructions to its transfer agent authorizing the issuance and
delivery of the Common Stock to the Purchasers in the first Closing; and


(e)    the
Company’s original executed counterpart of this Escrow Agreement.


1.5.  In the
event that the foregoing items are not in the Escrow Agent’s possession on or
before December 1, 2005, then each Purchaser shall have the right to
demand the return of their Subscription Amounts.


1.6.  Once the
Escrow Agent receives a Release Notice, in the form attached hereto as Exhibit X, (the “Release Notice”)
executed by the Company and each Purchaser, it shall wire funds to the
stockholder of Trace Energy Services, Ltd. per the written instructions of the
Company, and the remaining funds from the first Closing per the written
instructions of the Company net of 6.5% of the aggregate Subscription Amounts
less $7,500,000, per the written instructions of RBC Capital Markets as its fee
in the transaction.


1.7.  Upon the
Escrow Agent’s receipt of the aggregate Subscription Amounts for the second
Closing (when aggregated with the Subscription Amounts from the first Closing,
not to exceed $32,000,000) into the Escrow Account, together with the executed
counterparts of this Agreement, the Purchase Agreement and the Registration
Rights Agreement from each Purchaser in the second Closing, it shall
telephonically advise the Company, or the Company’s designated attorney or
agent, of the amount of funds it has received into its Escrow Account. Wire
transfers to the Escrow Agent shall be made as set forth in Section 1.3
above.


1.8.  The
Company, promptly following being advised by the Escrow Agent that the Escrow
Agent has received the Subscription Amounts for the second 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
executed opinion of Company Counsel, in the form of Exhibit D
to the Purchase Agreement; and


(b)   a copy of
the Company’s instructions to its transfer agent authorizing the issuance and
delivery of the Common Stock to the Purchasers in the second Closing.


1.9.  In the
event that the foregoing items are not in the Escrow Agent’s possession on or
before December 9, 2005, then each Purchaser in the second Closing shall
have the right to demand the return of their Subscription Amounts.


1.10.  Once the Escrow Agent receives a Release
Notice, in the form attached hereto as Exhibit X,
(the “Release Notice”) executed by the Company
and each Purchaser in the second Closing, it shall wire the funds from the
second Closing per the written instructions of the Company net of [     %]
of the aggregate second Closing Subscription Amounts per the written
instructions of RBC Capital Markets as its fee in the transaction.



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1.11.  Wire transfers to the Company shall be made
pursuant to written instructions from the Company provided to the Escrow Agent
on or before each Closing Date.


1.12.  Once the funds (as set forth above) for each
applicable Closing have been sent per the Company’s instructions, the Escrow
Agent shall then arrange to have the Purchase Agreement, the Registration
Rights Agreement, the Escrow Agreement, and the opinion of counsel delivered to
the appropriate parties.


ARTICLE 2

MISCELLANEOUS


2.1.  No waiver
or any breach of any covenant or provision herein contained shall be deemed a
waiver of any preceding or succeeding breach thereof, or of any other covenant
or provision herein contained. No extension of time for performance of any
obligation or act shall be deemed an extension of the time for performance of
any other obligation or act.


2.2.  All notices
or other communications required or permitted hereunder shall be in writing,
and shall be sent as set forth in the Purchase Agreement.


2.3.  This Escrow
Agreement shall be binding upon and shall inure to the benefit of the permitted
successors and permitted assigns of the parties hereto.


2.4.  This Escrow
Agreement is the final expression of, and contains the entire agreement
between, the parties with respect to the subject matter hereof and supersedes
all prior understandings with respect thereto. This Escrow Agreement may not be
modified, changed, supplemented or terminated, nor may any obligations
hereunder be waived, except by written instrument signed by the parties to be
charged or by its agent duly authorized in writing or as otherwise expressly
permitted herein.


2.5.  Whenever
required by the context of this Escrow Agreement, the singular shall include
the plural and masculine shall include the feminine. This Escrow Agreement
shall not be construed as if it had been prepared by one of the parties, but
rather as if both parties had prepared the same. Unless otherwise indicated,
all references to Articles are to this Escrow Agreement.


2.6.  The parties
hereto expressly agree that this Escrow Agreement shall be governed by,
interpreted under and construed and enforced in accordance with the laws of the
State of New York. Any action to enforce, arising out of, or relating in any
way to, any provisions of this Escrow Agreement shall only be brought in a
state or Federal court sitting in New York City.


2.7.  The Escrow
Agent’s duties hereunder may be altered, amended, modified or revoked only by a
writing signed by the Company, each Purchaser and the Escrow Agent.


2.8.  The Escrow
Agent shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by the Escrow
Agent to be genuine and to have been signed or presented by the proper party or
parties. The Escrow Agent shall not be personally liable for any act the Escrow
Agent may do or omit to do hereunder as the Escrow Agent while acting in good
faith and in the absence of gross negligence, fraud and willful misconduct, and
any act done or omitted by the Escrow Agent pursuant to the advice of the
Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good
faith, in the absence of gross negligence, fraud and willful misconduct.


2.9.  The Escrow
Agent is hereby expressly authorized to disregard any and all warnings given by
any of the parties hereto or by any other person or corporation, excepting only
orders or process of courts of law and is hereby expressly authorized to comply
with and obey orders, judgments or decrees of any court. In case the Escrow
Agent obeys or complies with any such order, judgment or decree, the Escrow
Agent shall not be liable to any of the parties hereto or to any other person,
firm or corporation by reason of such 



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decree being subsequently
reversed, modified, annulled, set aside, vacated or found to have been entered
without jurisdiction.


2.10.  The Escrow Agent shall not be liable in any
respect on account of the identity, authorization or rights of the parties
executing or delivering or purporting to execute or deliver the Purchase
Agreement or any documents or papers deposited or called for thereunder in the
absence of gross negligence, fraud and willful misconduct.


2.11.  The Escrow Agent shall be entitled to employ
such legal counsel and other experts as the Escrow Agent may deem necessary
properly to advise the Escrow Agent in connection with the Escrow Agent’s
duties hereunder, may rely upon the advice of such counsel, and may pay such
counsel reasonable compensation therefor which shall be paid by the Escrow
Agreement unless otherwise provided for in Section 2.14. The Escrow Agent has acted as legal counsel for RBC Capital Markets (“RBC Capital Markets”), and may continue to act as legal
counsel for RBC Capital Markets from time to time, notwithstanding its duties
as the Escrow Agent hereunder. The Company and the Purchasers consent to the
Escrow Agent in such capacity as legal counsel for RBC Capital Markets and
waives any claim that such representation represents a conflict of interest on
the part of the Escrow Agent. The Company and the Purchasers understand that
RBC Capital Markets and the Escrow Agent are relying explicitly on the
foregoing provision in entering into this Escrow Agreement.


2.12.  The Escrow Agent’s responsibilities as escrow
agent hereunder shall terminate if the Escrow Agent shall resign by giving
written notice to the Company and the Purchasers. In the event of any such
resignation, the Purchasers and the Company shall appoint a successor Escrow
Agent and the Escrow Agent shall deliver to such successor Escrow Agent any
escrow funds and other documents held by the Escrow Agent.


2.13.  If the Escrow Agent reasonably requires other
or further instruments in connection with this Escrow Agreement or obligations
in respect hereto, the necessary parties hereto shall join in furnishing such
instruments.


2.14.  It is understood and agreed that should any
dispute arise with respect to the delivery and/or ownership or right of
possession of the documents or the escrow funds held by the Escrow Agent
hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s
sole discretion (1) to retain in the Escrow Agent’s possession without
liability to anyone all or any part of said documents or the escrow funds until
such disputes shall have been settled either by mutual written agreement of the
parties concerned by a final order, decree or judgment or a court of competent
jurisdiction after the time for appeal has expired and no appeal has been
perfected, but the Escrow Agent shall be under no duty whatsoever to institute
or defend any such proceedings or (2) to deliver the escrow funds and any
other property and documents held by the Escrow Agent hereunder to a state or
Federal court having competent subject matter jurisdiction and located in the
City of New York in accordance with the applicable procedure therefor.


2.15.  The Company and each Purchaser agree jointly
and severally to indemnify and hold harmless the Escrow Agent and its partners,
employees, agents and representatives from any and all claims, liabilities,
costs or expenses in any way arising from or relating to the duties or
performance of the Escrow Agent hereunder or the transactions contemplated
hereby or by the Purchase Agreement other than any such claim, liability, cost
or expense to the extent the same shall have been determined by final,
unappealable judgment of a court of competent jurisdiction to have resulted
from the gross negligence, fraud or willful misconduct of the Escrow Agent.


[SIGNATURE
PAGE FOLLOWS]



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[SIGNATURE PAGE TO GOKN ESCROW AGREEMENT]


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of this 30th day of November,
2005.




	
  GEOKINETICS, INC.

  
	
  By: 

  	
  /s/ THOMAS
  J. CONCANNON

  	
   

  
	
   

  	
  Name: Thomas J. Concannon

  
	
   

  	
  Title: Vice President

  
	
  With a copy to (which
  shall not constitute notice):

  
	
  ESCROW AGENT:

  
	
  FELDMAN WEINSTEIN LLP

  
	
  By: 

  	
  /s/ JOSEPH
  SMITH

  	
   

  
	
   

  	
  Name: Joseph Smith

  
	
   

  	
  Title: Partner

  





 


[PURCHASERS’ SIGNATURE PAGE FOLLOWS]



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[PURCHASER’S
SIGNATURE PAGE TO GOKN ESCROW]


	
  Name of Investing Entity:

  	
   

  
	
  Signature of Authorized
  Signatory of Investing Entity:

  	
   

  
	
  Name of
  Authorized Signatory:

  	
   

  
	
  Title of
  Authorized Signatory:

  	
   

  
					



 


[SIGNATURE PAGES CONTINUE]



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Exhibit X to

Escrow Agreement


RELEASE
NOTICE


The UNDERSIGNED,
pursuant to the Escrow Agreement, dated as of November 30, 2005 among
Geokinetics, Inc., the Purchasers signatory thereto and Feldman Weinstein
LLP, as Escrow Agent (the “Escrow Agreement”;
capitalized terms used herein and not defined shall have the meaning ascribed
to such terms in the Escrow Agreement), hereby notify the Escrow Agent that
each of the conditions precedent to the purchase and sale of the Common Stock
and Warrants set forth in the Securities Purchase Agreement have been satisfied.
The Company and the undersigned Purchaser hereby confirm that all of their
respective representations and warranties contained in the Purchase Agreement
remain true and correct and authorize the release by the Escrow Agent of the
funds and documents to be released at the Closing as described in the Escrow Agreement.
This Release Notice shall not be effective until executed by the Company and
the Purchaser.


This Release Notice
may be signed in one or more counterparts, each of which shall be deemed an
original.


IN WITNESS WHEREOF, the undersigned have caused this
Release Notice to be duly executed and delivered as of this 30 day of November ,
2005.




	
  GEOKINETICS, INC.

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  






 


[PURCHASERS SIGNATURE PAGES FOLLOW]



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[PURCHASER’S SIGNATURE PAGE TO GOKN ESCROW
RELEASE]


	
  Name of Investing Entity:

  	
   

  
	
  Signature of Authorized
  Signatory of Investing Entity:

  	
   

  
	
  Name of
  Authorized Signatory:

  	
   

  
	
  Title of
  Authorized Signatory:

  	
   

  
					



 


[SIGNATURE PAGES CONTINUE]



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