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                                                                   EXHIBIT 10.14


                               INPUT/OUTPUT, INC.
                                  NON-QUALIFIED
                           DEFERRED COMPENSATION PLAN


OUTLINE OF PLAN PROVISIONS

I.       PURPOSE

         I/O's deferred compensation plan is designed to provide eligible
         executives with a mechanism to generate pre-tax savings and provide for
         employee deferral and employer matching contributions lost due to IRS
         and ERISA limitations.

II.      ELIGIBILITY

         Senior Officers and Managers as defined in the Incentive Eligibility
         Levels I - IV.

III.     EMPLOYEE DEFERRAL AMOUNTS

         o        0 - 50% of Base Salary and up to 100% of Bonus (in 1%
                  increments).

         o        Eligible employees will make a deferral election for this
                  plan. This election is separate to the deferral election under
                  the 401(k) plan. The 401(k) plan deductions should have
                  priority over the deferred compensation plan and be deducted
                  first.

         o        Employee 401(k) deferral amounts above those permitted in the
                  401(k) plan will automatically be contributed to this
                  non-qualified deferred compensation plan.

         o        An irrevocable deferral must be made prior to the beginning of
                  the plan year.



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                               INPUT/OUTPUT, INC.
                                  NON-QUALIFIED
                           DEFERRED COMPENSATION PLAN


IV.      EMPLOYER MATCH AND CONTRIBUTIONS

         o        Employer match - 50% of the first 6% of total compensation
                  (including employee deferrals) without restriction (i.e.
                  covered compensation, deferral limits, discrimination
                  testing). Employer match above those permitted in the 401k
                  plan will automatically be contributed to the non-qualified
                  deferred compensation plan.

         o        Vesting -- Employer match will vest 20% per year of I/O
                  service. Employer match will become immediately vested in
                  event of a change of control (as defined) or termination due
                  to normal retirement (as defined), death, or disability.
                  Employee deferrals are 100% vested.

V.       DISTRIBUTION ELECTIONS/OPTIONS

         o        Distribution Election -- Participants must make a Distribution
                  Election at the same time the deferral election is made.
                  Participants may elect a lump sum or annual installments over
                  three to five years following termination of employment. A new
                  distribution election may be made annually and will apply only
                  to deferrals made in that plan year.

         o        In-Service Distribution -- Participants may elect an
                  "in-service" distribution. The deferral period must be at
                  least one year and may distributed only in lump sum.

         o        Extension of Deferral Period -- Participants may extend the
                  deferral period and change their distribution election, so
                  long as the request is made at least one year prior to the
                  original distribution date. This is a one-time option.



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                               INPUT/OUTPUT, INC.
                                  NON-QUALIFIED
                           DEFERRED COMPENSATION PLAN

         o        Hardship Withdrawals -- Participants may request hardship
                  withdrawals from their vested employee deferral account
                  balances. Hardship withdrawals must be related to major,
                  unanticipated, financial emergencies.

         o        Early Withdrawal from Plan -- Once vested, participants may
                  request an early withdrawal from the plan and receive the
                  vested balance of all employee deferrals, less a 10% penalty.
                  Participants must remain out of the plan for one year before
                  making a new deferral election. Employer match contributions
                  may not be withdrawn from the plan prior to termination of
                  employment.

         o        All distributions will be made in cash. All applicable income
                  and payroll taxes will be withheld from distributions.

VI.      INVESTMENT OPTIONS

         Participants may allocate their employee deferrals and employer
         matching contributions among deemed investment options that include the
         same options as provided in the 401k plan.

VII.     SECURITIZATION/FUNDING

         o        I/O will establish a Rabbi Trust to receive employee deferrals
                  and company matching contributions.

         o        Individual account balances will be maintained for each
                  participant.

         o        The plan is intended to be an unfunded plan for purposes of
                  Title I of ERISA. In the event of insolvency of the company,
                  participants must rely solely on the general credit of the
                  company.



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                               INPUT/OUTPUT, INC.
                                  NON-QUALIFIED
                           DEFERRED COMPENSATION PLAN


VIII.    PLAN ADMINISTRATION

         o        The plan will be administered by the same record-keeper used
                  for the 401k plan; currently Fidelity Investments.

         o        Participants will receive a quarterly statement of their
                  deferred compensation accounts.

IX.      INTERNATIONAL (NON-US) PARTICIPANTS

         Only employees on the US payroll are eligible to participate in the
         plan



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