0001047469-04-022889 Sample Contracts

2,000,000 SHARES OF COMMON STOCK INFOSONICS CORPORATION UNDERWRITING AGREEMENT
Infosonics Corp • July 9th, 2004 • Wholesale-electronic parts & equipment, nec • New York

Gilford Securities Incorporated As Representative of the Several Underwriters listed on Schedule A hereto 850 Third Avenue, Suite 1400 New York, New York 10022

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REPRESENTATIVE WARRANT AGREEMENT
Warrant Agreement • July 9th, 2004 • Infosonics Corp • Wholesale-electronic parts & equipment, nec • New York

REPRESENTATIVE'S WARRANT AGREEMENT (the "Representative's Warrant Agreement" or "Agreement"), dated as of June 16, 2004, between Infosonics Corporation (the "Company") and Gilford Securities Incorporated the Representative of the several underwriters, the "Representative").

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