CONSULTING AGREEMENT



         This Consulting Agreement (the "Agreement") is entered into effective

this 1st day of September, 2001 ("Effective Date"), by and between INPUT/OUTPUT,

INC., a Delaware corporation ("Company") and Rex Reavis ("Consultant").



                                    RECITALS



         Consultant has previously served as an executive of the Company; and,



         The parties, having terminated the employment relationship between

Consultant and Company pursuant to the terms of that certain Separation

Agreement and General Release which became effective on August 31, 2001 (the

"Separation Agreement"), now wish to engage Consultant to serve as a consultant

to Company commencing as of the Effective Date hereof upon and subject to the

terms and conditions set forth in this Agreement.



                                    AGREEMENT



         NOW THEREFORE, for and in consideration of the mutual benefits to be

derived and the representations, conditions and promises that follow, and other

good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, intending to be legally bound, Company and Consultant agree as

follows:



         1. Definitions. The following terms shall have the meanings ascribed to

them below, the following definitions to be equally applicable to both the

singular and plural form of the terms:



                  1.1. "Affiliate" shall mean when used with reference to a

         specified Person (defined below): (i) any Person that directly or

         indirectly through one or more intermediaries controls or is controlled

         by or is under common control with the specified Person; and (ii) any

         Person that is an officer of, partner in, or serves in a similar

         capacity to, the specified Person or of which the specified Person

         serves in a similar capacity; and (iii) any Person owning or

         controlling ten percent (10%) or more of the outstanding voting

         securities of such other entity; and (iv) any member of the immediate

         family of the specified Person or any legal representative or trustee

         for the benefit of such member.



                  1.2. "Person" shall mean an individual, partnership,

         corporation, trust or other entity.



                  1.3. "Term" shall mean the term of this Agreement, commencing

         on September 1, 2001 and continuing for the lesser of one (1) year; or,

         unless earlier terminated pursuant to Section 6 hereof.



         2. Engagement. Notwithstanding any provision contained herein to the

contrary, this Agreement is subject to the execution, delivery and effectiveness

of the Separation Agreement and its terms and conditions. Company shall appoint

and engage the Consultant as consultant and advisor as of the Effective Date

hereof with respect to the matters specified in, subject to the terms and

conditions of, and for the compensation provided in, this Agreement. The

Consultant accepts this appointment and







Reavis Consulting Agreement           -1-

August 10, 2001



<PAGE>





engagement effective as of such date as a consultant and advisor to Company,

subject to the terms and conditions of this Agreement.



         3. Duties of Consultant. After September 1, 2001, the Company may call

upon Employee to consult with the Company. Consulting will be arranged at times

reasonably convenient to both parties and will be conducted by phone or email

when reasonably practical. The Consultant agrees that he will serve the Company

to the best of his ability, projecting a positive and professional image on

behalf of Company and its Affiliates.



         4. Non-Disclosure. Consultant acknowledges, understands and agrees that

he will be furnished confidential information concerning the business of Company

and its subsidiaries, including information relating to its customers and to the

design, construction and operation of Company's products and services

("Confidential Information"). Consultant further acknowledges that all

Confidential Information, whether developed by Consultant, Company, their

Affiliates or other Persons while carrying out the terms and provisions of this

Agreement (or previously developed by Consultant, Company, their Affiliates or

other Persons, either during the term of Consultant's employment with Company or

its Affiliates, or prior thereto), shall be the exclusive and confidential

property of Company or its Affiliates, as the case may be, and shall be

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