MASTER LOAN AND SECURITY AGREEMENT

“Assignment” means a collateral assignment in the form of Exhibit B attached hereto pledging to Lender as security for the Loan Borrower’s right, title and interest in, but not the obligations of Borrower under, the Contracts described in Schedule 1 thereto.

“Bankruptcy Code” means Title 11 of the United States Code and the regulations thereunder as amended and in effect from time to time, and any successor statutes.

“Business Day” means any day, other than a Saturday, Sunday or other day on which banks are not open for business in New York, New York.

“Canadian 2009 Loan Agreement” shall mean the Master Loan and Security Agreement, dated June 29, 2009, as amended, among ICON ION, LLC, as lender, Canadian Borrower, as borrower, and ION Geophysical Corporation, as guarantor and all Loan Documents (as defined therein) pursuant thereto.

“Canadian Borrower” means ARAM Rentals Corporation, a Nova Scotia unlimited company, and its successors and permitted assigns.

“Certificate” means the Certificate of Formation and Bylaws of Borrower.

“Closing Date” means June 29, 2009 or such other date as Lender and Borrower may mutually agree upon.

“Collateral” has the meaning provided in Section 3.1.

“Contract” means a written lease, installment sale contract or other agreement evidencing payment obligations relating to the leasing or financing of Equipment, in each case, together with all schedules, riders, addenda or supplements thereto, provided that each such Contract is consistent with TSRI’s past practices.

“Contract Receivables” means, with respect to a Contract, all amounts due and payable or to become due and payable under such Contract, together with all rights to receive such amounts under such Contract.

“Contribution Agreement ” means the contribution agreements between TSRI, as assignor, and Borrower, as assignee, in respect of the transfer of the Equipment and Contracts in the forms attached as Exhibit A-1 and Exhibit A-2, respectively.

“Credit Parties ” means Borrower and Guarantor and “Credit Party” means either of them.

“Default” means any of the events described in Section 7.1 regardless of whether any requirement in connection with such event for the giving of notice, the lapse of time, or both, has been satisfied or met.

“Deposit Account” means each deposit account established at the Deposit Account Bank into which all Contract Receivables due under any Contract are to be deposited by the applicable Obligor, Borrower or Guarantor for the benefit of Lender over which Lender has a perfected security interest by way of a Deposit Account Control Agreement with a Deposit Account Bank.

“Deposit Account Bank” means one or more commercial banks acceptable to Lender.

“Deposit Account Control Agreement” means a deposit account control agreement entered into by Borrower, Lender and a Deposit Account Bank in respect of the Deposit Account in form and substance satisfactory to Lender.

“Draw Amount” has the meaning set out in Section 2.3(a).

“Equipment” means: (i) any seismic equipment contributed by TSRI to Borrower pursuant to a Contribution Agreement on or prior to the Closing Date, and (ii) any additional seismic equipment contributed to Borrower including any additional seismic equipment that replaces the seismic equipment identified in subsection (i) in the ordinary course of the Borrower’s business, in each case, together with all parts, spare parts, accessories, attachments, upgrades, improvements, replacements, substitutions, additions, accessions, alterations and repairs incorporated therein or affixed thereto, and all proceeds thereof (including insurance proceeds); and “related Equipment” shall, when used with reference to any Contract, mean the Equipment subject to that respective Contract. For greater certainty, any equipment leased from Hewlett Packard shall not be included in the definition of “Equipment”.

“Event of Default” means any of the events specified in Section 7.1, provided that any requirement in connection with such event for the giving of notice, the lapse of time or both, has been satisfied or met.

“Fiscal Year” means the fiscal year of Borrower, which commences each January 1 and ends each December 31.

“GAAP” means generally accepted accounting principles in the United States of America as approved by the American Institute of Certified Public Accountants that are in effect from time to time, applied in a consistent manner from period to period.

“Guaranty” means the guaranty from Guarantor in favor of Lender in respect of the Indebtedness of Borrower in form and substance satisfactory to Lender.

“HSBC” means HSBC BANK USA, N.A., in its capacity as administrative agent under the HSBC Credit Agreement, together with its successors and assigns.

“HSBC Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of July 3, 2008, among Guarantor, as domestic borrower, ION International S.À R.L., a Luxembourg private limited company ( société a responsabilité limitée ), as foreign borrower, the guarantors from time to time party thereto, HSBC BANK USA, N.A., as administrative agent, and the other financial institutions party from

“Hypothec ” means a moveable hypothec executed by Borrower in favor of Lender in form and substance satisfactory to Lender.

“Indebtedness” means the aggregate principal amount of the Loan made by Lender to Borrower hereunder, all accrued but unpaid interest thereon, and all other amounts that Borrower may from time to time be obligated to pay to Lender under this Agreement and the other Loan Documents.

“Insolvency Proceeding” means, with respect to any Person, any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers, or any other proceeding for the liquidation, dissolution or other winding up of such Person, whether under the Bankruptcy Code or any other bankruptcy or insolvency laws, or any laws relating to relief of debtors, readjustment of indebtedness or reorganization, composition or extension of indebtedness.

“Interest Period” means a period (i) in the case of the first Interest Period, commencing on the Closing Date of the Loan and ending on and including the first Payment Date and (ii) for each successive Interest Period, commencing on each Payment Date and ending on, and including, the next Payment Date, provided if a Payment Date is not a Business Day, then the Interest Period shall end on the first Business Day thereafter, provided in no event will interest be charged twice for the same day.

“Interest Rate” means, with respect to the Loan, a rate per annum equal to the following: (a) provided that no Event of Default has occurred and is continuing, the interest rate of fifteen percent (15%) per annum calculated monthly (the “Fixed Interest Rate” ); and (b) upon the occurrence and during the continuation of an Event of Default and subject to Applicable Law, the sum of, with respect to the Loan, (i) applicable Fixed Interest Rate plus (ii) an additional 2.00% per annum.

“Liabilities” of any Person shall at any time mean all items that, in accordance with GAAP, would be included on the liability side of a balance sheet of that Person as of the date in question and shall include the following items whether or not so included in accordance with GAAP: (a) duties and obligations (excluding unaccrued finance charges) of that Person, as obligor, under leases, whether or not capitalized; (b) indebtedness (including, without limitation, indebtedness arising under conditional sale or other title retention agreements, but excluding, however, prepaid interest thereon) secured by a Lien in property owned or being purchased by that Person, whether or not such indebtedness shall have been assumed by that Person; and (c) all contingent obligations of that Person.

“Lien” means any lien, encumbrance or security interest of any kind whatsoever, whether arising under a Security Instrument or as a matter of law, judicial process or otherwise.

“Loan” means the loan that Lender makes to Borrower under Article 2 of this Agreement.

“Loan Documents” has the meaning set out in Section 4.1(d).

“Loan Limit” means US$20,000,000; a portion of which shall be available to Borrower under this Agreement and the remaining amount (if any) shall be made available to Canadian Borrower under the Canadian 2009 Loan Agreement.

“Material Adverse Change” means any change, event, violation, circumstance or effect that, when considered individually or when aggregated with other changes, events, violations, circumstances or effects, is or would reasonably be expected to have a Material Adverse Effect.

“Material Adverse Effect” means a material adverse effect on: (i) the business, property, assets, liabilities, operations, condition (financial or otherwise) or affairs of Borrower or Guarantor, taken as a whole; (ii) the ability of Borrower or Guarantor to perform its obligations under any of the Loan Documents; or (iii) the ability of Lender to enforce its rights and remedies under any of the Loan Documents.

“Maturity Date” means July 31, 2014.

“Note(s)” means the promissory note or notes issued by Borrower in connection with each borrowing under the Loan, in form and substance as set out in Exhibit D attached hereto.

“Obligations” means the Indebtedness, together with any and all other duties, obligations, undertakings and amounts required to be paid or performed by Borrower and/or Guarantor under this Agreement and each Loan Document executed pursuant hereto.

“Obligor” means, with respect to a Contract, each Person having a payment obligation under or with respect to such Contract.

“Payment Date” means the first (1 ^st ) day of each calendar month, or if such day is not a Business Day, the next Business Day.

“Permitted Jurisdictions” means, collectively, the United States and Canada and each other jurisdiction to which the Lender has consented in writing, such consent not to be unreasonably withheld, delayed or conditioned; provided that Lender has taken those steps reasonably required to obtain a valid, enforceable and perfected first lien, charge and security interest in the Equipment in each such jurisdiction.

“Permitted Liens” means:

(ii)

non-consensual statutory Liens arising in the ordinary course of Borrower’s business to the extent such Liens secure indebtedness that is not overdue; and

(iii)

rights of Obligors under Contracts in the related Equipment.

“US Dollars” , “USD” and “US$” means lawful money of the United States of America.

1.2

Other Terms . All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in the UCC, and not specifically defined herein, are used herein as defined therein.

1.3

Interpretation . As used in this Agreement, the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” the word “or” is not exclusive, and the word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignments set forth herein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless another document is specifically referenced.

1.4

U.S. Currency . Unless otherwise specified herein, all amounts and values referred to in this Agreement shall refer to lawful money of the United States. Notwithstanding the foregoing, all payments made hereunder shall be made in the currency in respect of which the obligation requiring such payment arose.

1.5

Determination of Rates and Basis of Calculation of Interest.

(d)

Unless otherwise stated, wherever in this Agreement reference is made to a rate of interest “per annum” or a similar expression is used, such interest will be calculated on the basis of a calendar year of 365 days or 366 days, as the case may be, and using the nominal rate method of calculation, and will not be calculated using the effective rate method of calculation or on any other basis that gives effect to the principle of deemed re-investment of interest.

(i)

firstly, by reducing the amount or rate of interest otherwise required to be paid under Article 2 of this Agreement; and

(ii)

thereafter, by reducing any fees, commissions, premiums and other amounts that would constitute interest for the purposes of Applicable Law.

(a)

On the Closing Date, Borrower may only draw under this Agreement by way of a single borrowing in a maximum amount of (i) US$3,674,838.81 (the “Draw Amount” ).

(b)

On June 29, 2009, any undrawn commitment of Lender under this Agreement shall be automatically cancelled. No amounts repaid or prepaid by Borrower under this Agreement may be reborrowed.

2.6

Evidence of Indebtedness . Lender shall maintain accounts and records evidencing the Obligations of Borrower to Lender under this Agreement. Lender’s accounts and records shall constitute prima facie evidence of the Indebtedness of Borrower to Lender under this Agreement in the absence of manifest error.

2.7

Procedure of Requesting the Loan . Borrower hereby requests the Draw Amount on the Closing Date. Borrower shall indemnify Lender against any loss or expense incurred by Lender as a result of any failure by it to fulfill on or before the date specified for such borrowing the applicable conditions set forth in Sections 4.1 and 4.2, including, without limitation, any loss or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by Lender to fund any loan to be made by Lender as part of such borrowing if such loan, as a result of such failure, is not made on such date.

2.8

Scheduled Repayments . Subject to the terms of this Agreement, Borrower shall permanently repay the principal amount of all borrowings outstanding under the Loan in the following amounts and on the following dates (each a “Scheduled Repayment” ):

2.9

Prepayment .

(c)

From and after February 1, 2014, Borrower may at any time, without payment of any penalty or fee, upon thirty (30) days prior written notice to Lender, make a prepayment of the outstanding principal balance of the Loan plus all accrued and unpaid interest through such date plus all fees that are then owing and due.

(d)

Borrower may make a prepayment against the outstanding principal balance of the Loan as contemplated and permitted by Section 6.2(g)(ii)(B) provided that all terms and conditions of Section 6.2(g) are complied with by Borrower and Guarantor.

(a)

all Equipment;

(b)

all Contracts and Contract Receivables;

(c)

all checks, money orders, wire transfers, notes, drafts and other orders for payment of money or other remittances payable to Borrower and the depository accounts in the name of Borrower, including all Deposit Accounts, and including all sums now or hereafter on deposit in or payable to and any interest accrued or payable on the credit balances therein;

(d)

any guarantees, supporting obligations or other collateral securing payment of the Contracts;

(e)

any and all other personal property of the Borrower; and

(f)

all Proceeds of any of the foregoing (collectively, clauses (a) through (f), the “Collateral” ).

3.5

Cooperation of Lender While in Possession of Collateral . To the extent Lender has perfected its security interest in Collateral by possession of such Collateral, Lender agrees to permit the Borrower reasonable access to such Collateral (including making or allowing the Borrower to make copies of any Contracts that are in the possession of the Lender).

(a)

Representations and Warranties. Each of the representations and warranties contained in this Agreement shall be true and correct as if made by the Borrower and the Guarantor contemporaneously with the borrowing under the Loan.

(b)

Resolutions and Certificates . Lender shall have received, duly executed and in form and substance satisfactory to it:

(c)

Legal Opinions . Lender shall have received favorable legal opinions from (i) David L. Roland, the general counsel of Guarantor, in connection with the due authorization, execution and delivery of the Loan Documents by the Credit Parties and TSRI and (ii) and Mayer Brown LLP, New York counsel to the Guarantor, regarding the enforceability of the Loan Documents and related matters, which opinions shall be satisfactory to the Lender and its counsel, acting reasonably

(d)

Delivery of Agreements . The Credit Parties shall have executed and unconditionally delivered, or caused to be executed and delivered, the following documents to Lender (collectively, the “Loan Documents” ):

(e)

No Default or Event of Default . No Default or Event of Default has occurred and is continuing under this Agreement or any other Loan Document.

(f)

First Priority Security Interest . Satisfactory evidence that Lender has a valid and perfected first priority (subject to Permitted Liens) security interest in the Collateral in all jurisdictions deemed necessary or advisable by the Lender and its counsel, including confirmation that UCC financing statements naming Borrower (and with respect to the Pledge Agreement, TSRI), as debtor, and Lender, as secured party, in all jurisdictions required by Lender, have been submitted for filing.

(g)

Insurance . Lender shall have received a satisfactory certificate of insurance issued by Borrower’s insurance broker (the insurance policies issued by a reputable underwriter satisfactory to Lender) in respect of all policies maintained by the Borrower naming Lender as a first loss payee and additional insured.

(h)

Lender Fees . All fees and expenses payable pursuant to the terms and conditions of the letter dated May 21 from the Lenders to the Borrower otherwise due and payable by the Borrower to the Lender shall have been paid or shall contemporaneously be paid to the Lender including, but not limited to, the Commitment Fee.

(i)

Legal Fees . The legal fees and disbursements of the Lender’s counsel that have been invoiced on or prior to the Closing Date shall have been paid.

(j)

HSBC Release . A satisfactory release from HSBC in respect of any security interest, lien, claim or encumbrance in respect of the Collateral.

(k)

Bankruptcy Remoteness. Borrower shall be a “bankruptcy remote” entity that is satisfactory to Lender and its legal counsel.

(l)

Liens against Equipment . There shall be no liens, encumbrances or other security interests charging any of the Equipment, other than security interests in favor of Lender or other Liens not otherwise prohibited under Section 6.2(b).

(m)

Material Adverse Change . A Material Adverse Change shall not have occurred.

(n)

Deposit Account. A Deposit Account is opened and the accompanying Deposit Account Control Agreement is entered into with the Deposit Account Bank.

(o)

Contribution Agreement . Lender has received a copy of the executed Contribution Agreements and Lender is satisfied with terms and conditions of transfer of the Equipment and contracts to Borrower pursuant to such Contribution Agreements.

(a)

General Representations and Warranties as to Borrower . To induce Lender to enter into this Agreement, Borrower represents and warrants to Lender as follows, which representations and warranties shall be deemed to be continuing and true from the time of Borrower’s execution of this Agreement until all of the Obligations hereunder and under each Assignment shall have been paid and performed in full: