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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
  Existing Loan
Agreement Western Bank Dawson Geophysical Borrower Existing Loan Existing Note Existing Security Agreement Existing Security Instruments
 Loan Note Security Instruments Loan Documents
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Agreement
 I. TERMS
 Agreement
 January 18, 2007
 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, 2008 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, 2008.
 II. REPRESENTATIONS AND WARRANTIES
 A. Good Standing and Identity
 B. Authority and Compliance
 C. Litigation .
 D. Ownership of Assets .
 E. Taxes .
 F. Financial Statements .
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G. Hazardous Wastes and Substances Hazardous Materials et
seq et seq et seq
 III. CONDITIONS PRECEDENT
  IV. COVENANTS
  A. Affirmative Covenants .
 1. GAAP
 2.
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3.
 4.
 5.
 6.
 7. January 31, 2007 Cash Flow Coverage Ratio
 8. January 31, 2007 Current Ratio
 9.
 10. Tangible Net Worth
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11. Debt Tangible Net Worth
 12.
 13.
 14.
 15.
 B. Negative Covenants .
 1.
 2.
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3.
 4.
 V. EVENTS OF DEFAULT
  A.
 B.
 C.
 D.
 E.
 F. Bankruptcy Code
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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
  VIII. NOTICES
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Borrower:
    
    Dawson Geophysical Company
508 West Wall Street, Suite 800
Midland, Texas 79701
 Western:
    
    Western National Bank
Attention: James R. Kreuz
508 West Wall Street, Suite 1100
Midland, Texas 79701
  IX. SUCCESSORS, ASSIGNMENTS
  X. SEVERABILITY OF PROVISIONS
  XI. VENUE AND JURISDICTION
  THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTIONS THAT THEY 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
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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.
 {The remainder of this page is intentionally left blank. Signature page follows.}
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Very truly yours,WESTERN NATIONAL BANKBy:

/s/
James R. KreuzJames R. KreuzPresident AGREED TO AND ACCEPTED AS OF THE  18 th DAY OF JANUARY 2007.
 BORROWER:
 DAWSON GEOPHYSICAL COMPANY
 By:
    
    /s/ Stephen C. JumperStephen C. JumperPresidentBy:
    
    /s/ L. Decker DawsonL. Decker DawsonChairman of the Board
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