EMPLOYMENT AGREEMENT



     This Employment Agreement (this "Agreement") is made and entered into by

and between Input/Output, Inc., a Delaware corporation (hereinafter referred to

as "Employer"), and J. Michael Kirksey, an individual currently resident in

Harris County, Texas (hereinafter referred to as "Employee"), effective as of

January 1,2004 (the "Effective Date").



                                  WITNESSETH:



     WHEREAS, attendant to Employee's employment by Employer, Employer and

Employee wish for there to be a complete understanding and agreement between

Employer and Employee with respect to, among other terms, Employee's duties and

responsibilities to Employer; the compensation and benefits owed to Employee;

the fiduciary duties owed by Employee to Employer; Employee's obligation to

avoid conflicts of interest, disclose pertinent information to Employer, and

refrain from using or disclosing Employer's information;



     WHEREAS, Employer considers the establishment and maintenance of a sound

and vital management to be essential to protecting and enhancing its best

interests and the best interests of its stockholders;



     WHEREAS, the Board of Directors of Employer (the "Board") has determined

that appropriate steps should be taken to encourage the continued attention and

dedication of members of Employer's management; and



     WHEREAS, Employer and Employee wish to enter into this Agreement;



     NOW, THEREFORE, in consideration of the mutual promises contained herein

and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, Employer and Employee agree as follows:



Section 1. General Duties of Employer and Employee.



          (a) Employer agrees to employ Employee and Employee agrees to accept

employment by Employer and to serve Employer in an executive capacity as its

Executive Vice President and Chief Financial Officer. Employee will report to

the Chief Executive Officer of Employer. The powers, duties and responsibilities

of Employee as Executive Vice President and Chief Financial Officer include

those duties that are the usual and customary powers, duties and

responsibilities of such office, including those powers, duties and

responsibilities specified in Employer's Bylaws, and such other and further

duties appropriate to such position as may from time to time be assigned to

Employee by the Chief Executive Officer of Employer or the Board.



          (b) While employed hereunder, Employee will devote substantially all

reasonable and necessary time, efforts, skills and attention for the benefit of

and with





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Employee's primary attention to the affairs of Employer in order that he or she

may faithfully perform his or her duties and obligations. The preceding sentence

will not, however, be deemed to restrict Employee from attending to matters or

engaging in activities not directly related to the business of Employer,

provided that (i) such activities or matters are reasonable in scope and time

commitment and not otherwise in violation of this Agreement, and (ii) Employee

will not become a director or officer of (or hold any substantially similar

responsibility with) any corporation or other entity (excluding charitable or

other non-profit organizations) without prior written disclosure to, and consent

of, Employer.



          (c) At the commencement of Employee's employment by Employer, Employee

will be based at Employer's corporate headquarters located at 12300 Parc Crest

Drive, Stafford, Texas 77008 (the "Place of Employment").



          (d) Employee agrees and acknowledges that as an officer and employee

of Employer, and consistent with the terms hereof, he or she owes a fiduciary

duty of loyalty, fidelity and allegiance to act at all times in the best

interests of Employer and to do no act knowingly which would injure Employer's

business, its interests or its reputation.



Section 2. Compensation and Benefits.



          (a) Employer will pay to Employee during the term of this Agreement a

base salary at the rate of $227,000 per annum (such base salary as increased by

the Compensation Committee of the Board as hereinafter provided is referred to

herein as the "Base Salary"). The Compensation Committee of the Board will

review the Base Salary from time to time and, during the term of this Agreement,

may increase, but may not decrease, the Base Salary. The Base Salary will be

paid to Employee in equal installments every two weeks or on such other schedule

as Employer may establish from time to time for its management personnel.



          (b) Employee will be eligible to participate in Employer's Incentive

Compensation Plan for the fiscal year 2004 with a target of 50% and a maximum of

75% of Employee's Base Salary. During each subsequent fiscal year during the

term of this Agreement, Employee will be eligible, in the Board's sole

discretion, to participate in that year's Incentive Compensation Plan or other

replacement incentive or bonus plan Employer establishes for its key executives.



          (c) Employee will be eligible for option grants to purchase shares of

Employer's common stock, $.01 par value ("Common Stock"), or other equity

securities of Employer as provided under Employer's 2000 Long-Term Incentive

Plan (or other stock option plan or plans Employer establishes for its key

executives); such grants to be made in the sole discretion of the Board or a

duly authorized committee of the Board.



          (d) Employee will be eligible to participate in Employer's Deferred

Compensation Plan (or any replacement deferred compensation plan Employer

establishes for its





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key executives).



          (e) Effective on the date hereof, without any requirement to accrue,

Employee will be entitled to paid vacation of not less than three (3) weeks each

year. Vacation may be taken by Employee at the time and for such periods as may

be mutually agreed upon between Employer and Employee.



          (f) Employee will be reimbursed in accordance with Employer's normal

expense reimbursement policy for all of the actual and reasonable costs and

expenses incurred by him or her in the performance of his or her services and

duties hereunder, including, but not limited to, travel and entertainment

expenses. Employee will furnish Employer with all invoices and vouchers

reflecting amounts for which Employee seeks Employer's reimbursement.



          (g) Employee will be entitled to participate in all insurance and

retirement plans, incentive compensation plans (at a level appropriate to his or

her position) and such other benefit plans or programs as may be in effect from

time to time for the key management employees of Employer including, without

limitation, those related to savings and thrift, retirement welfare, medical,

dental, disability, salary continuance, accidental death, travel accident life

insurance, incentive bonus, membership in business and professional

organizations, and reimbursement of business and entertainment expenses.

Specifically, Employee will be entitled to participate in the Input/Output Inc.

Deferred Compensation Plan as long as it is made available to other key

management employees.



          (h) Employer, during the term of this Agreement and thereafter without

limit of time, will indemnify Employee for claims and expenses to the extent

provided in Employer's Certificate of Incorporation and Bylaws. Employer will

also provide Employee coverage under Employer's policy or policies of directors'

and officers' liability insurance to the same extent as other executive

officers of Employer during the term of this Agreement and thereafter.



          (i) All Base Salary, bonus and other payments made by Employer to

Employee pursuant to this Agreement will be subject to such payroll and

withholding deductions as may be required by law and other deductions applied

generally to employees of Employer for insurance and other employee benefit

plans in which Employee participates.



Section 3. Fiduciary Duty; Confidentiality.



          (a) In keeping with Employee's fiduciary duties to Employer, Employee

agrees that he or she will not knowingly take any action that would create a

conflict of interest with Employer, or upon discovery thereof, allow such a

conflict to continue. In the event that Employee discovers that such a conflict

exists, Employee agrees that he or she will disclose to the Board any facts

which might involve a conflict of interest that has not been approved by the

Board.





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<PAGE>





          (b) As part of Employee's fiduciary duties to Employer, Employee

agrees to protect and safeguard Employer's information, ideas, concepts,

improvements, discoveries, and inventions and any other proprietary or

confidential information relating to Employer or its business (collectively,

"Confidential Information") and, except as may be required by Employer, Employee

will not knowingly, either during his or her employment by Employer or

thereafter, directly or indirectly, use for his or her own benefit or for the

benefit of another, or disclose to another, any Confidential Information, except

(i) with the prior written consent of Employer; (ii) in the course of the proper

performance of Employee's duties under this Agreement; (iii) for information

that becomes generally available to the public other than as a result of the

unauthorized disclosure by Employee; (iv) for information that becomes available

to Employee on a nonconfidential basis from a source other than Employer or its

affiliated companies who is not bound by a duty of confidentiality to Employer;

or (v) as may be required by any applicable law, rule, regulation or order.



          (c) Upon termination of his or her employment with Employer, Employee

will immediately deliver to Employer all documents in Employee's possession or

under his or her control which embody any of Employer's Confidential

Information.



          (d) In addition to the foregoing provisions of this Section 3, and

effective as of the Effective Date, Employee reaffirms the duties imposed upon

Employee by that certain Employee Proprietary Information Agreement dated as of

January 1, 2004 by and between Employer and Employee.



          (e) Employee will comply with Employer's Code of Ethics issued on

February 4,2003, and any amendments or replacement policies adopted by the Board

(the "Code of Ethics").



Section 4. Term of Agreement: At-Will Employment.



    The term of this Agreement will commence effective as of the Effective Date,

and, subject to the terms and conditions hereof will continue for a two-year

period ending on December 31, 2005, and thereafter, the term will be

automatically extended for successive periods of one year unless prior to the

end of the original two-year period (or, if applicable, any such one-year

period), Employer gives Employee at least ninety (90) days prior written notice

that Employer has decided not to extend the term of this Agreement.

Notwithstanding any provision contained herein to the contrary, Employee

acknowledges that his or her employment with Employer is at will and that

Employer may terminate his or her employment at any time and for any reason or

for no reason at the discretion of Employer, but subject to any rights Employee

has under Sections 5, 6 and 8 of this Agreement.



Section 5. Termination.



          (a) Employee's employment with Employer hereunder will terminate upon







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the first to occur of the following:



               (1) The death or "Disability" (as defined in Section 5(b) hereof)

          of Employee;



               (2) Employer terminates such employment for "Cause" (as defined

          in Section 5(c) hereof);



               (3) Employee terminates such employment for "Good Reason" (as

          defined in Section 5(d) hereof);



               (4) Employer terminates such employment for any reason other than

          Cause, or for no reason at all;



               (5) Employee terminates such employment for any reason other than

          Good Reason, or for no reason at all; or



               (6) Employee's sixty-fifth (65th) birthday, at which time

          Employee will continue to be employed by Employer as an employee at

          will.



          (b) As used in this Agreement, "Disability" means permanent and total

disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code

of 1986, as amended (the "Code"), or any successor provision) which has existed

for at least 180 consecutive days.



          (c) As used in this Agreement, "Cause" means:



               (1) the willful and continued failure by Employee to

          substantially perform his or her obligations under this Agreement

          (other than any such failure resulting from his or her Disability)

          after a written demand for substantial performance has been delivered

          to him or her by the Board which specifically identifies the manner in

          which the Board believes Employee has not substantially performed such

          provisions and Employee has failed to remedy the situation within ten

          (10) days after such demand or a willful and material violation of the

          Employer's Code of Ethics;



               (2) Employee's willfully engaging in conduct materially and

          demonstrably injurious to the property or business of Employer,

          including without limitation, fraud, misappropriation of funds or

          other property of Employer, gross negligence that is materially

          injurious to the property or business of Employer, or conviction of a

          felony or any crime of moral turpitude; or

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