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Exhibit 10.1
 WESTERN NATIONAL BANK
508 WEST WALL STREET, SUITE 1100
MIDLAND, TEXAS
79701
  
 RE:Revolving Line of Credit Loan from Western National Bank to Dawson
Geophysical Company
  Original Loan
Agreement Western Bank Dawson Geophysical Borrower Existing Loan Existing Note Existing Security Agreement Existing Security Instruments
 Loan Note Security Instruments
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Agreement
 I. TERMS
 Agreement
 January 18, 2006
 Borrower
  Bank
  Commitment
  Rate
 Prime Rate The Wall Street
Journal The Wall Street Journal, The Wall Street Journal Business Day
 Security
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Structure
 January 18, 2007 Revolving Period
 Borrowing Base
 Revolver Commitment Borrowing Base
 Eligible Account
 a.
    
    Said account receivable is a binding and valid
obligation of the obligor thereon, in full force and effect, and enforceable
in accordance with its terms;b.
    
    Said account receivable is genuine, in all respects,
as appearing on its face as represented in the books and records of Borrower,
and all information set forth therein is true and correct;c.
    
    Said account receivable is free of all default of
any party thereto, counterclaims, offsets, and defenses, and from any
rescission, cancellation, or avoidance, and all right thereof, whether by
operation of law or otherwise;d.
    
    The payment of said account receivable is not more
than ninety (90) days past due the invoice date thereof;e.
    
    Said account receivable is free of concessions or
understandings with the obligor thereon of any kind not disclosed to and
approved by the Bank in writing;f.
    
    Said account receivable is, and at all times will
be, free and clear of all liens except those in favor of the Bank;g.
    
    Said account receivable is not a receivable arising
from intercompany indebtedness existing between or among any of the Borrower;
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h.
    
    Said account receivable is derived from sales made
or services rendered to the obligor in the ordinary course of the business of
the Borrower;i.
    
    The obligor on said account receivable (i) is
located within the United States or the District of Columbia; (ii) is not the
subject of any bankruptcy or insolvency proceeding, nor has a trustee or
receiver been appointed for all or a substantial part of its property, nor
has said obligor made an assignment for the benefit of creditors, admitted
its inability to pay its debts as they mature or suspended its business,
(iii) is not affiliated, directly or indirectly, with Borrower, as a
subsidiary or affiliate, employee or otherwise; and (iv) is not a state or
federal government department, commission, board, bureau, or agency;j.
    
    Said account receivable did not arise from a single
customer whose accounts receivable to Borrower constitute more than
twenty-five percent (25%) of Borrowers accounts receivable;k.
    
    Said account receivable is not owed by a customer
whose principal place of business is located in a foreign country; andl.
    
    Said account receivable did not arise from sales to
an obligor as to whom fifteen percent (15%) or more of the total accounts
receivable owing by such obligor to the Borrower are delinquent accounts
receivable (that is, an account that is more than ninety (90) days
delinquent).
  th
 Non-Recourse
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Purpose
  Maturity Date
 January 18, 2007.
 II. REPRESENTATIONS AND WARRANTIES
 A. Good Standing and Identity
 B. Authority and Compliance
 C. Litigation .
 D. Ownership of Assets .
 E. Taxes .
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F. Financial Statements .
 G. Hazardous Wastes and Substances Hazardous Materials et
seq et seq et seq
 III. CONDITIONS PRECEDENT
  IV. COVENANTS
  A. Affirmative Covenants .
 1. GAAP
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2.
 3.
 4.
 5.
 6.
 7.
 8. January 31, 2006 Cash Flow Coverage Ratio
 9. January 31, 2006 Current Ratio
 10.
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11. Tangible Net Worth
 12. Debt Tangible Net Worth
 13.
 14.
 15.
 16.
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B. Negative Covenants .
 1.
 2.
 3.
 4.
 5.
 V. EVENTS OF DEFAULT
  A.
 B.
 C.
 D.
 E.
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F. Bankruptcy
Code
 VI. REMEDIES
  ONCE AN EVENT OF DEFAULT HAS OCCURRED, WESTERN MAY PURSUE THE REMEDIES PROVIDED FOR IN THIS
AGREEMENT, THE NOTE, AND THE SECURITY INSTRUMENTS WITHOUT PRESENTMENT, DEMAND, PROTEST, NOTICE OF
ACCELERATION, NOTICE OF INTENT TO ACCELERATE, NOTICE OF PROTEST OR NOTICE OF DISHONOR, OR ANY OTHER
NOTICE OF ANY KIND, ALL OF WHICH ARE EXPRESSLY WAIVED BY BORROWER.
  VII. WAIVER
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VIII. NOTICES
  Borrower:
    
    Dawson Geophysical Company508 West Wall Street, Suite 800Midland, Texas 79701Western:
    
    Western National BankAttention: James R. Kreuz508 West Wall Street, Suite 1100Midland, Texas 79701
  IX. SUCCESSORS, ASSIGNMENTS
  X. SEVERABILITY OF PROVISIONS
  XI. VENUE AND JURISDICTION
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THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTIONS THAT HE MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
BROUGHT IN ANY OF SAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND ANY
RIGHT GRANTED BY STATUTE, RULE OR COURT OR OTHERWISE TO HAVE SUCH SUIT, ACTION OR PROCEEDING TRIED
BY A JURY.
 XII. MISCELLANEOUS
 A. Texas Law Applicable
 B. Notice of Final Agreement THIS AGREEMENT, THE NOTE, ANY CONTRACTS OR
INSTRUMENTS RELATING THERETO, REPRESENT THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND IT IS
EXPRESSLY UNDERSTOOD THAT ALL PRIOR CONVERSATIONS OR MEMORANDA BETWEEN THE PARTIES REGARDING THE
TERMS OF THIS AGREEMENT SHALL BE SUPERSEDED BY THIS AGREEMENT. ANY AMENDMENT, APPROVAL, OR WAIVER
BY WESTERN OF THE TERMS OF THIS AGREEMENT, THE NOTE AND ANY CONTRACTS OR INSTRUMENTS RELATING
THERETO, MUST BE IN WRITING OR CONFIRMED WRITING, AND SHALL BE EFFECTIVE ONLY TO THE EXTENT
SPECIFICALLY SET FORTH IN SUCH WRITING. THIS AGREEMENT, IN CONJUNCTION WITH THE NOTE AND ANY
CONTRACTS OR INSTRUMENTS RELATING THERETO, SHALL SERVE TO EVIDENCE THE TERMS OF THE ENTIRE
AGREEMENT BETWEEN THE PARTIES.
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Very truly yours,WESTERN NATIONAL BANKBy:
    
    /s/ James R. KreuzJames R. KreuzSenior Vice President
 AGREED TO AND ACCEPTED THIS  18 th DAY OF JANUARY 2006
 BORROWER:
 DAWSON GEOPHYSICAL COMPANY
 By:
    
    /s/ Stephen C. JumperStephen C. JumperPresidentBy:
    
    /s/ L. Decker DawsonL. Decker DawsonChairman of the Board




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EXHIBIT A
 COMPLIANCE CERTIFICATE
 DAWSON GEOPHYSICAL COMPANY Borrower WESTERN NATIONAL BANK Bank Loan Agreement
   
  
   
  
 DAWSON GEOPHYSICAL COMPANYBy:By:
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EXHIBIT B
 Form of Borrowing Base Certificate
 DAWSON GEOPHYSICAL COMPANY
BORROWING BASE REPORT
  Eligible Accounts Receivable as of
    
    $Multiplier
    
    x 75%Receivables portion of Borrowing Base
    
    $Borrowing Base:
    
    $
 Submitted By: Dawson Geophysical CompanyBy:Stephen C. JumperPresidentBy:L. Decker DawsonChairman of the BoardDate
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