August 10, 2005

Sensor System Solutions, Inc.
45 Parker
Suite A
Irvine, CA  92618


Attention:  Mr. Michael Young, Chairman


      Re:   Engagement of Trenwith Securities, LLC, as Managing Placement Agent,
            of (i) up to $20,000,000 of Common Stock.

Dear Mr. Young:

Engagement of Placement Agent. Sensor System Solutions, Inc. (SSYO) a Nevada
corporation (the "Company"), proposes to make a private placement (the
"Offering") of (i) up to $20,000,000 of its common stock, par value $.01 per
share, pursuant to the exemptions from registration provided in the Securities
Act of 1933, as amended (the "1933 Act"), applicable state securities laws, and
the rules and regulations promulgated thereunder (the "Exemption"). By entering
into this Agreement, the Company agrees to engage Trenwith Securities, LLC
("Trenwith Securities") as its managing placement agent, in connection with the
Offering. By entering into this Agreement, the Placement Agent accepts such
engagement and agrees to use its best efforts to place the Securities solely
with "accredited investors", as such term is defined in Rule 501 of Regulation D
promulgated under the 1933 Act, subject, however, to the Placement Agent first
completing a due diligence investigation regarding the Company to such Placement
Agent's satisfaction. The offering price per Security shall be such price as is
mutually agreeable to the Company and the Placement Agent. The Company shall
prepare any and all offering documents necessary for the Offering to comply with
all provisions of the 1933 Act, the Securities Exchange Act of 1934, as amended
(the "1934 Act"), the rules and regulations of the Securities and Exchange
Commission (the "SEC") promulgated under each of the 1933 Act and the 1934 Act,
and any applicable state securities laws (the "Offering Documents"). The
Placement Agent hereby acknowledges and agrees that the Company may, in its sole
discretion, reject any subscription for Securities presented to the Company by
the Placement Agent.

      1. Registration Rights. The Company shall, within thirty (30) days
following the closing of the Offering, file with the SEC, a registration
statement on Form S-3 covering the resale of the Securities, and will use its
best efforts to have such registration statement declared effective by the SEC
as soon as possible thereafter, including, without limitation, responding, in

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Sensor System Solutions, Inc.
August 10, 2005


writing, to any comments from the SEC as soon as reasonably possible following
the Company's receipt thereof. If the Company fails to file such registration
statement with the SEC within thirty (30) days following the closing of the
Offering, the Company will be required to pay to each purchaser of Securities, a
penalty equal to one percent (1%) of the purchase price for such purchaser's
Securities, and an additional one percent (1%) of the purchase price for such
purchaser's Securities for each additional 30-day period during which such
registration statement is not filed with the SEC.

      2. Fees.

      (a) In consideration of the Placement Agent's performance of the services
described in Section 1 hereof, the Company agrees to pay the Placement Agent an
aggregate cash fee equal to two and one-half percent (2.5%) of the gross
proceeds received by the Company from the sale of the Securities placed by the
Placement Agent in the Offering (the "Commissions"). The Commissions shall be
paid in full by the Company to the Placement Agent, upon the Company's receipt
of proceeds from the sale of any Securities placed by the Placement Agent in the
Offering, from time to time on an as-completed basis. In the event that this
Agreement shall terminate for any reason other than a breach of this Agreement
by the Placement Agent, the Company shall pay the Placement Agent an aggregate
fee (the "Termination Fee") equal to two and one-half percent (2.5%) of the
gross proceeds of any sale of any of the Company's securities to any investor
which either of the Placement Agent shall have from time to time specifically
identified in writing to the Company as possibly having an interest in investing
in the Company, provided such sale is consummated within one hundred eighty
(180) days following the termination of this Agreement. Any Termination Fee
payable hereunder shall be payable by the Company to the Placement Agent, within
five (5) days following the Company's receipt of proceeds from each such sale of
the Company's securities.

      (b) In consideration of the Placement Agent's performance of the services
described in Section 1 hereof, in addition to the Commissions payable to the
Placement Agent pursuant to Section 2(a), upon the closing of the Offering, the
Company will issue to the Placement Agent warrants for the purchase of an amount
equal to two and one-half percent (2.5%) of the securities issued in the
Offering. The Warrants shall be allocated to the Placement Agent pro rata to the
Commissions payable to such Placement Agent pursuant to Section 2(a). The
Warrants will be exercisable into the same class of common stock as issued as
part of the Offering, have a strike price equal to the closing bid price of the
Company's common stock on the date of execution of this Agreement and have a
term of three (3) years. In the event Investor Warrants are issued as part of
the Offering, the terms and conditions of the Warrants shall be the same as
Investor Warrants. The shares issuable upon exercise of the Placement Agents
warrants will be entitled to the same registration rights as those granted to
the Investors in connection with the Offering.

      (c) Regardless of whether or not the Offering is completed or this
Agreement is terminated, the Company shall reimburse the Placement Agent for all
out-of-pocket expenses incurred by such Placement Agent from time to time in
connection with its performance of services under this Agreement, including,
without limitation, such Placement Agent's attorneys' fees and travel expenses,
within ten (10) days following the Company's receipt of written demand therefore
from each such Placement Agent. The total out-of pocket expenses for the
Placement Agent shall not exceed $5,000 without the prior written approval by
the Company.

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Sensor System Solutions, Inc.
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      3. Representations, Warranties and Covenants of the Placement Agent. The
Placement Agent represents and warrants to, and agrees with, the Company that it
is familiar or will make itself familiar with all applicable federal and state
securities laws and the regulations thereunder which restrict the public sale
and distribution of securities without a registration statement, qualification
or exemption being in effect with respect thereto. In exercising its duties
under this Agreement, he Placement Agents will not cause the Company to be
engaged in a public offering.

      4. Representations, Warranties and Covenants of the Company. The Company
represents and warrants to the Placement Agent that any offer or sale of any
security of the Company made by or for the Company within six (6) months
preceding the date of this Agreement (i) complied in all respects with the
requirements of the 1933 Act, the 1934 Act, the rules and regulations of the SEC
promulgated under each of the 1933 Act and the 1934 Act, and all applicable
state securities laws, rules and regulations, and (ii) was made only to persons
or entities deemed to be "accredited investors" within the meaning of Rule 501
of Regulation D promulgated under the 1933 Act. The Company agrees with each of
the Placement Agents as follows:

      (a) The Company will advise the Placement Agent promptly and consult the
Placement Agent regarding the drafting of the Offering Documents, and any
amendments or supplements thereto, and all related documents, including, but not
limited to, subscription and registration rights agreements, confidential
investor questionnaires and other documents associated with the Offering.

      (b) The Company will not distribute any Offering Documents or any
amendments or supplements thereto, that name the Placement Agent as a placement
agent with respect to the Offering, to any potential investor without the prior
written consent of such Placement Agent.

      (c) The Company will furnish to the Placement Agent, copies of all
Offering Documents in such quantities as such Placement Agent may reasonably
request.

      (d) If any event occurs as a result of which any of the Offering
Documents, or any amendments or supplements thereto, would include an untrue
statement of a material fact, or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, or if it is necessary at any time to amend any of the
Offering Documents, or any amendments or supplements thereto, to otherwise
comply with either or both of the 1933 Act or the 1934 Act, the rules and
regulations of the SEC promulgated thereunder, or any applicable state
securities laws, rules or regulations, and such event is known to the Company,
the Company will promptly (i) prepare an amendment or supplement thereto which
will correct such statement or omission, or otherwise effect such compliance,
(ii) file such amended or supplemented Offering Documents with the SEC or any
applicable state securities regulatory authority, if so required, and (iii)
supply such amended or supplemented Offering Documents to the Placement Agent,
in each case as soon as available and in such quantities as such Placement Agent
may reasonably request.

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Sensor System Solutions, Inc.
August 10, 2005


      (e) The Company shall promptly notify the Placement Agent of material
events which would necessitate modification of any Offering Documents, or any
amendments or supplements thereto.

      (f) The Company shall be reasonably responsive to the inquiries of the
Placement Agent regarding the Company's ongoing operations as they relate to the
Offering and the Offering Documents, or any amendments or supplements thereto.
The Company shall permit the Placement Agent and their respective legal counsel
to make such investigations of the business, properties and financial and legal
conditions of the Company and its subsidiaries as such Placement Agent may
reasonably request, provided such investigations shall remain confidential. No
such investigation by the Placement Agent or its legal counsel, if made, shall
affect the representations and warranties of the Company contained in this
Agreement.

      (g) The Offering Documents, and any amendments or supplements thereto,
will conform in all respects to the requirements of the 1933 Act, the 1934 Act,
the rules and regulations of the SEC promulgated under each of the 1933 Act and
the 1934 Act, and any applicable state securities laws, rules and regulations,
and the Offering Documents, and any amendments or supplements thereto, will not
include any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, except that this representation and warranty will not apply to
statements or omissions made in reliance upon and in conformity with information
furnished by the Placement Agent in writing to the Company in connection with
the Offering Documents, or any amendment or supplement thereto.

      (h) The Company will not take or omit to take any action that will cause
the Exemption not to be available to the Company and the Offering.

      (i) The Company shall comply with all applicable federal, state and other
regulatory agencies' securities laws, regulations and rules applicable to the
Offering.

      (j) The Company shall make available to each prospective investor at a
reasonable time prior to such prospective investor's purchase of Securities, the
opportunity to ask questions and receive answers concerning the terms and
conditions of the Offering and to obtain any additional information which the
Company possesses or can acquire without unreasonable effort or expense that is
necessary to verify the accuracy of the Offering Documents.

      5. Indemnification.

      (a) To the extent permissible by law, the Company will indemnify the
Placement Agent and it's respective affiliates, directors, officers,
shareholders, attorneys, partners, agents, employees and controlling persons
(within the meaning of the 1933 Act) (for purposes of this

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Sensor System Solutions, Inc.
August 10, 2005


Section 6(a), each an "Indemnitee") against any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) related to or arising
out of any (i) negligence or willful misconduct on the part of the Company or
any of its directors, officers, partners, agents, employees or controlling
persons (within the meaning of the 1933 Act) (each, a "Company Person"), (ii)
breach of any representation, warranty, agreement or covenant of the Company
contained herein, (iii) act or omission of the Company or any Company Person
that causes the Exemption not to be available to the Company and the Offering,
(iv) untrue statement or alleged untrue statement of any material fact contained
in the Offering Documents, or any amendment or supplement thereto, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company shall not be liable if and to the extent
that the untrue statement or alleged untrue statement or omission or alleged
omission was made in conformity with information furnished by or on behalf of
the Placement Agents in writing specifically for use in the Offering Documents,
or (v) violation of any other statute, regulation, rule or other law, whether
federal or state, by virtue of any act or omission of the Company or any Company
Person, and will reimburse each Indemnitee for all reasonable legal and other
expenses incurred in connection with investigating or defending any such losses,
claims, damages, liabilities, actions or approvals; provided, however, that the
Company will not be liable to an Indemnitee in any such case for losses, claims,
damages, liabilities or expenses based on or arising out of the negligence or
willful misconduct on the part of such Indemnitee. In the event a claim for
indemnification is determined to be unenforceable by the final judgment of a
court of competent jurisdiction, then the Company shall contribute to the
aggregate losses, claims, damages or liabilities to which an Indemnitee may be
subject, in such amount as is appropriate to reflect the relevant benefits
received by the Company and the party seeking contribution, on the one hand, and
the relative faults of the Company and the party seeking contribution on the
other, as well as any relevant equitable contribution. For purposes hereof, the
relative benefits received by the Company, on the one hand, and a Placement
Agent, on the other hand, shall be deemed to be in the same proportion as (i)
the aggregate proceeds from the Offering (net of commissions but before
deducting other expenses) received by the Company are to (ii) the aggregate
commissions received by such Placement Agent in connection with the Offering.

      (b) To the extent permissible by law, Trenwith Securities will indemnify
the Company, its affiliates, directors, officers, shareholders, partners,
agents, employees and controlling persons (within the meaning of the 1933 Act)
(for purposes of this Section 6(b), each an "Indemnitee") against any losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
based on or arising out of any (i) negligence or willful misconduct on the part
of Trenwith Securities or its directors, officers, partners, agents, employees
and controlling persons (within the meaning of the 1933 Act (each, a "Trenwith
Securities Person"), (ii) untrue statement or alleged untrue statement of any
material fact contained in any information supplied to the Company by or on
behalf of Trenwith Securities in writing specifically for use in the Offering
Documents, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, (iii) material breach of any representation, warranty, agreement or
covenant of Trenwith Securities contained herein, (iv) act or omission of
Trenwith Securities or any Trenwith Securities Person that causes the

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Sensor System Solutions, Inc.
August 10, 2005


Exemption not to be available to the Company and the Offering, or (v) violation
of any other statute, regulation, rule or other law, whether federal or state,
by virtue of any act or omission of Trenwith Securities or any Trenwith
Securities Person, and will reimburse each Indemnitee for all reasonable legal
and other expenses incurred in connection with investigating or defending any
such losses, claims, damages, liabilities, actions or approvals; provided,
however, that Trenwith Securities will not be liable to any Indemnitee in any
such case for losses, claims, damages, liabilities or expenses based on or
arising out of the negligence or willful misconduct on the part of such
Indemnitee. In the event a claim for indemnification is determined to be
unenforceable by the final judgment of a court of competent jurisdiction, then
Trenwith Securities shall contribute to the aggregate losses, claims, damages or
liabilities to which an Indemnitee may be subject in such amount as is
appropriate to reflect the relevant benefits received by Trenwith Securities and
the party seeking contribution, on the one hand, and the relative faults of
Trenwith Securities and the party seeking contribution on the other, as well as
any relevant equitable contribution. For purposes hereof, the relative benefits
received by Trenwith Securities on the one hand, and the Company, on the other
hand, shall be deemed to be in the same proportion as (i) the aggregate
commissions received by Trenwith Securities in connection with the Offering are
to (ii) the aggregate proceeds from the Offering (net of commissions but before
deducting other expenses) received by the Company. Notwithstanding anything to
the contrary contained herein, under no circumstances shall Trenwith Securities
be obligated to contribute to the Indemnitees, collectively, an amount in excess
of the aggregate commissions received by Trenwith Securities in connection with
the Offering.

      (c) Promptly after receipt by an indemnified party under this Section 6 of
notice of the assertion of any claim or the commencement of any action, if any
indemnified party intends to make a claim for indemnification against any
indemnifying party under this Section 6, then the indemnified party will notify
the indemnifying party in writing of such assertion or commencement and will
provide the indemnifying party with copies of all pleadings with which the
indemnified party has been served or has otherwise obtained; provided however,
the omission to so notify the indemnifying party will not relieve the
indemnifying party from any liability it may have to the indemnified party under
this Section 6 unless such omission irreparably prejudiced the indemnifying
party. In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and to assume the defense thereof,
with counsel satisfactory to such indemnified party (it being understood that
the indemnifying party shall not be liable for the fees and expenses of more
than one separate firm of attorneys for all such indemnified parties). After
notice from the indemnifying party to such indemnified party of their election
so to assume the defense thereof, the indemnifying party will not be liable to
such indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.

      6. Notice. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim
or other communication if addressed to the intended recipient as set forth below
shall be deemed to be duly given either when personally

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Sensor System Solutions, Inc.
August 10, 2005


delivered or two days after it is sent by registered or certified mail, return
receipt requested, postage prepaid, or one day after it is delivered to a
commercial overnight courier, or upon confirmation if delivered by facsimile;


                  If to the Company:

                  Sensor System Solutions, Inc.
                  45 Parker
                  Suite A
                  Irvine, CA  92618

                  Attn: Mr. Michael Young, Chairman
                  Facsimile: (949) 855-6685


                  If to Placement Agent:

                  Trenwith Securities, LLC
                  3200 Bristol Street, Suite 400
                  Costa Mesa, California 92626

                  Attn: Ricardo Chance, Managing Director
                  Facsimile: (714) 668-7366

      Any party may give any notice, request, demand, claim, or other
communication hereunder using any other means, but no such notice, request,
demand, claim, or other communication shall be deemed to have been duly given
unless and until it is actually received by the party for whom it is intended.
Any party may change the address to which such notices, requests, demands,
claims, or other communications are to be delivered by giving the other parties
notice in the manner herein set forth.

      7. Benefit and Non-Assignment. This Agreement is made solely for the
benefit of Trenwith Securities, Placement Agent, the Company, their respective
officers and directors and any controlling person referred to in Section 15 of
the 1933 Act, and their respective successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement.
Notwithstanding the foregoing, this Agreement may not be assigned by any party
hereto without the prior written consent of each of the other parties hereto.
The term "successor" or the term "successors and assigns" as used in this
Agreement shall not include any purchasers, as such, in the Offering.

      8. Survival. Subject to any applicable statutes of limitations, the
indemnities, agreements, representations, warranties and covenants of each of
the parties hereto as set forth in

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Sensor System Solutions, Inc.
August 10, 2005


or made pursuant to this Agreement shall survive and remain in full force and
effect for a period of three (3) years, regardless of (i) any investigation made
by or on behalf of any of the parties hereto or any of their respective
attorneys, officers, directors, partners, shareholders, members, agents,
consultants, employees, affiliates or controlling persons (within the meaning of
the 1933 Act), and (ii) the delivery of or payment for any of the Securities.
Any successor of any of the parties hereto shall be entitled to the benefits
hereof.

      9. Termination. Any of the parties hereto may, at its option, terminate
this Agreement upon giving each of the other parties hereto fifteen (15) days'
prior written notice. Notwithstanding any other provision in this Agreement,
this Agreement shall terminate immediately upon the earlier to occur of (i) the
sale of all of the Securities, (ii) March 1, 2006, unless extended by the mutual
agreement of the parties hereto, or (iii) the Placement Agent providing the
Company with written notice to the effect that such Placement Agent does not
wish to serve as a placement agent in connection with the Offering, based in
whole or in part upon such Placement Agent's due diligence investigation of the
Company.

      10. Governing Law. The validity, interpretation and construction of this
Agreement and of each part hereof will be governed by the laws of the State of
California.

      11. Counterparts. This Agreement may be executed in any number of
counterparts, each of which may be deemed an original and all of which together
will constitute one and the same instrument.

      12. Modification and Waiver. No provision of this Agreement may be
modified, amended, waived or discharged unless such waiver, amendment,
modification or discharge is agreed to in writing and signed by each of the
parties hereto. The waiver by any party hereto to insist upon the performance of
any of the terms and conditions of this Agreement, or the waiver by any party
hereto of any breach of any of the terms and conditions of this Agreement, shall
not be construed as thereafter waiving any such terms and conditions, but the
same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred.

      13. Severability. The provisions of this Agreement shall be deemed
severable, and the invalidity or unenforceability of any provision of this
Agreement will not and shall not be deemed to affect the validity or
enforceability of any other provision hereof. In the event any provision of this
Agreement is held to be invalid or unenforceable, the parties hereto hereby
agree that the remaining provisions hereof shall be deemed to be in full force
and effect as if they had been executed by each of the parties hereto subsequent
to the expunging of the invalid or unenforceable provision.

      14. Interpretation. The language used in this Agreement shall not be
construed in favor of or against any of the parties hereto, but shall be
construed as if each of the parties hereto prepared this Agreement. The language
used in this Agreement shall be deemed to be the language chosen by the parties
to express their mutual intent, and no rule of strict construction shall be
applied against any such party.

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      15. Headings. The titles and headings of the various paragraphs of this
Agreement are inserted for convenience of reference only, and shall not be
deemed to govern or affect the meaning or interpretation of any of the terms
hereof.

      16. Complete Understanding. This Agreement contains the entire agreement
between the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements, written or oral, with respect thereto.

      If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon
it will become a binding agreement between the Company and Trenwith Securities,
LLC in accordance with its terms

                                        Very truly yours,

                                        TRENWITH SECURITIES, LLC


                                        By:       /s/ Ricardo Chance
                                           -------------------------------------
                                                      Ricardo Chance
                                                      Managing Director


Accepted this 10th day of August, 2005


SENSOR SYSTEM SOLUTIONS, INC.

By:        /s/ Michael Young
   ---------------------------------
               Michael Young
                 Chairman





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