0001062993-07-001719 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • May 11th, 2007 • Sonic Environmental Solutions Inc/Can • Instruments for meas & testing of electricity & elec signals • British Columbia

Clarus Securities Inc. (the “Underwriter”) understands that Sonic Environmental Solutions Inc. (the “Corporation”) proposes to issue and sell units in the capital of the Corporation (the “Units”) by way of an underwritten private placement (the “Offering”) at $0.45 per Unit. Each Unit will consist of one common share of the Corporation (the “Common Shares”) and one half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.60 per Common Share for a period of 24 months from the Closing Date (as hereinafter defined below).

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