0001183740-04-000109 Sample Contracts

CONSULTING AND NON-COMPETITION AGREEMENT
Consulting and Non-Competition Agreement • September 7th, 2004 • Sonic Environmental Solutions Inc/Can • Instruments for meas & testing of electricity & elec signals • British Columbia

SONIC ENERGY SYSTEMS INC. a a company incorporated under the laws of Canada, to be continued under the laws of British Columbia, with business offices at Suite 11, 7355 72nd Street, Delta, BC, V4G 1L5

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Sonic Environmental Solutions Inc. (the "Purchaser") 1774 West 2nd Avenue Vancouver, British Columbia V6J 1H6
Sonic Environmental • September 7th, 2004 • Sonic Environmental Solutions Inc/Can • Instruments for meas & testing of electricity & elec signals • British Columbia

This letter will confirm our agreement (herein the "Agreement") for the acquisition by the Purchaser from the Vendor of the 100 issued and outstanding Class A Voting shares (the "Purchased Shares") of the Company and from Matt and Diane, the outstanding loan account due to Matt and Diane each as to one half. The Guarantors have agreed to personally guarantee the representations and covenants of the Vendor herein. The Vendor, Matt, Diane, the Purchaser and the Company are herein each a "Party" or the "Parties" together.

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