The following disclosure of the Corporation’s Corporate Governance Practices is provided in accordance with NI 58-101 Disclosure of Corporate Governance Practices: 

1. Board of Directors:
   1. The following directors are independent:
      • Daphne Corbett
      • Arthur Dumont
      • Robert Robotti
      • Graham Weir
      • Don West
      • Clark Zentner
      Each of such directors has no direct or indirect material relationship with the Corporation.
   2. The following director is not independent:
      • Douglas A. Cutts
      Douglas A. Cutts is the President and Chief Executive Officer of the Corporation.
   3. A majority (six of seven) of the directors are independent.
   4. The following directors are presently directors of the following other reporting issuers:
   
   
   

   DIRECTOR	OTHER REPORTING ISSUER
   Arthur Dumont	Technicoil Corporation Calgary, Alberta Yangarra Resources Ltd. Calgary, Alberta
   Graham Weir	Zargon Energy Trust Calgary, Alberta
   Don West	Enerplus Resources Fund Calgary, Alberta
   Robert Bobotti	Panhandle Oil and Gas Inc. (NYSE) Oklahoma City, Oklahoma, USA

   
   
   5. The independent directors schedule an “in camera” meeting (at which the non-independent directors and members of management are not present) at all directors’ meetings. There were 7 such “in camera” meetings held since the beginning of the 2009 financial year.
   6. The Chair of the board, Graham Weir, is an independent director. The board has adopted written guidelines for the Chair of the Board. Copies of such written guidelines were filed on SEDAR at www.sedar.com on March 27, 2008 as ”Documents Affecting the Rights of Shareholders / Material Documents” and are also available on the Corporation’s website at www.pulseseismic.com. The Corporation will, upon request, promptly provide a copy of such document free of charge to a securityholder of the Corporation.  
   7. The attendance record of each director for all board and board committee meetings held since the beginning of the 2009 financial year is as follows:
   
   
   

   DIRECTOR	ATTENDANCE RECORD
   Daphne Corbett	Board Meetings: 8/8
   	Audit Committee Meetings: 5/5
   	Corporate Governance Committee Meetings: 3/3
   Douglas Cutts	Board Meetings: 8/8
   	Environment, Health and Safety Committee Meetings: 5/5
   Arthur Dumont	Board Meetings: 8/8
   	Compensation Committee Meetings: 5/5
   	Environment, Health and Safety Committee Meetings: 5/5
   	Corporate Governance Committee Meetings: 3/3
   Robert Robotti	Board Meetings: 8/8
   	Audit Committee Meetings: 4/5
   	Corporate Governance Committee Meetings: 3/3
   Graham Weir	Board Meetings: 8/8
   	Audit Committee Meetings: 5/5
   	Corporate Governance Committee Meetings: 3/3
   Don West	Board Meetings: 8/8
   	Compensation Committee Meetings: 5/5
   	Environment, Health and Safety Committee Meetings: 5/5
   	Corporate Governance Committee Meetings: 3/3
   Clark Zentner	Board Meetings: 8/8
   	Audit Committee Meetings: 5/5
   	Compensation Committee Meetings: 4/4
   	Corporate Governance Committee Meetings: 3/3

   
   
2. Board Mandate:
   

   The board has adopted a written mandate. A copy of the current mandate was filed on SEDAR at www. sedar.com on April 8, 2010 as ”Documents Affecting the Rights of Shareholders / Material Documents” and is also available on the Corporation’s website at www.pulseseismic.com. The Corporation will, upon request, promptly provide a copy of such document free of charge to a securityholder of the Corporation. 

3. Position Descriptions:
   1. The board has adopted written guidelines for the Chair of the Board and the Chair of each board committee. Copies of such written guidelines were filed on SEDAR at www.sedar.com on March 27, 2008 as ”Documents Affecting the Rights of Shareholders / Material Documents” and are also available on the Corporation’s website at www.pulseseismic.com. The Corporation will, upon request, promptly provide a copy of such document free of charge to a securityholder of the Corporation. 
   2. The board has developed a written position description for the CEO. On an annual basis, the Corporate Governance Committee also develops and approves written CEO Performance Objectives for the current year. 
4. Orientation and Continuing Education:
   1. An informal orientation program has been implemented for new directors. The program includes a record of historical public information concerning the Corporation, meetings with management and an invitation to attend board and committee meetings prior to appointment as a director.
   2. Board members may attend appropriate continuing education seminars and courses at the Corporation’s expense.

      Continuing education materials are also provided to Board members at Board and Board Committee meetings. For example:

      • A summary of current developments and a list of available Audit Committee resources is provided by the auditors at each Audit Committee meeting; and
      • A regulatory and securities law update is provided by legal counsel at each Corporate Governance Committee meeting.
5. Ethical Business Conduct:
   1. The board has adopted written Business Principles and Code of Ethics for the directors, officers and employees. A copy of the Business Principles and Code of Ethics was filed on SEDAR at www.sedar.com on January 5, 2006 as ”Other”. The Corporation will, upon request, promptly provide a copy of such document free of charge to a securityholder of the Corporation. 

      The board monitors compliance with the Business Principles and Code of Ethics as follows:

      • The President & CEO reports to the board at each regular quarterly board meeting on compliance.
      • All directors, officers and employees are required to certify compliance on an annual basis.
      • Confidential, anonymous complaints concerning non-compliance may also be made under the Corporation’s Whistle Blowing Hotline. Such complaints are directed by the third party service provider to the Chair of the Corporate Governance Committee.  
   2. Under the Canada Business Corporations Act, a director or officer that has an interest in a material contract or material transaction, or proposed material contract or material transaction, with the Corporation must disclose such interest in writing to the Corporation or request to have entered into the minutes of the board or committee meeting the nature and extent of such interest. The director or officer is not entitled to vote on the approval of such contract or transaction, and is excluded from the board meeting during the discussion of such contract or transaction.
6. Nomination of Directors:
   1. All members of the board can suggest individuals for nomination to the board.
   2. The board does not have a separate Nominating Committee. Under the Terms of Reference of the Corporate Governance Committee, the Corporate Governance Committee reviews and recommends to the board any nominations to the board.
   3. The board has adopted a written policy for the Annual Review of Board Members. Under this policy, the board undertakes each year a process to determine the continuation of independent board members for nomination for re-election at the annual meeting of shareholders. Each year, a Review Committee established by the Corporate Governance Committee, reviews and makes a recommendation to the board on two independent directors for nomination for re-election, starting with the two longest serving independent directors. The process is to be repeated each year with the next two longest serving independent directors, until all independent directors have been reviewed, and then the process is repeated.         
   4. The board has adopted a written policy for Majority Voting for Individual Directors. Under the policy, the form of proxy for any shareholders meeting where directors are to be elected will enable each shareholder to vote for, or withhold voting on, each nominee director separately. Any nominee for election as a director who receives a greater number of votes “withheld” than votes “for” is required to promptly submit such director’s resignation to the board, to take effect upon acceptance by the board. The Corporate Governance Committee will consider and recommend to the board whether or not to accept such resignation, after considering the best interests of the Corporation and all of the facts and circumstances that it considers relevant. The board will then consider the resignation, taking into account the recommendation of the Corporate Governance Committee.               
7. Compensation:
   1. The Compensation Committee reviews and recommends to the board the compensation of the directors and officers. (See “Compensation Discussion and Analysis”.)
   2. The Compensation Committee is comprised of the following directors, all of whom are independent:
      • Clark Zentner (Chair)
      • Arthur Dumont
      • Don West
   3. The mandate of the Compensation Committee is to review and provide recommendations to the board for approval of the compensation of key management personnel and the compensation plans for the Corporation’s management, employees and directors. The Compensation Committee operates under written Terms of Reference that specify its responsibilities, powers and operation. A copy of the current written Terms of Reference was filed on SEDAR at www.sedar.com on April 8, 2010 as ”Documents Affecting the Rights of Shareholders / Material Documents” and is also available on the Corporation’s website at www.pulseseismic.com. The Corporation will, upon request, promptly provide a copy of such document free of charge to a securityholder of the Corporation. 
8. Other Board Committees:

   In addition to the Audit Committee and Compensation Committee, the board has established the following board committees:

   1. Corporate Governance Committee:

      The Corporate Governance Committee is comprised of the following directors, all of whom are independent:

      • Arthur Dumont (Chair)
      • Daphne Corbett
      • Robert Robotti
      • Graham Weir
      • Don West
      • Clark Zentner

      The mandate of the Corporate Governance Committee is to oversee the development of and to make recommendations to the board on the Corporation’s approach to corporate governance. The Corporate Governance Committee operates under written Terms of Reference that specify its responsibilities, powers and operation. A copy of the current written Terms of Reference was filed on SEDAR at www.sedar.com on April 8, 2010 as ”Documents Affecting the Rights of Shareholders / Material Documents” and is also available on the Corporation’s website at www.pulseseismic.com. The Corporation will, upon request, promptly provide a copy of such document free of charge to a securityholder of the Corporation.

   2. Environment, Health and Safety Committee:

      The Environment, Health and Safety Committee is comprised of the following directors, the majority of whom are independent:

      • Don West (Chair)
      • Arthur Dumont
      • Douglas Cutts

      The mandate of the Environment, Health and Safety Committee is to monitor and make recommendations to the board on the Corporation’s environment, health and safety practices and procedures. The Environment, Health and Safety Committee operates under written Terms of Reference that specify its responsibilities, powers and operation. A copy of the current written Terms of Reference was filed on SEDAR at www.sedar.com on April 8, 2010 as ”Documents Affecting the Rights of Shareholders / Material Documents” and is also available on the Corporation’s website at www.pulseseismic.com. The Corporation will, upon request, promptly provide a copy of such document free of charge to a securityholder of the Corporation. 

   3. Review Committee

      During the 2010 year, a Review Committee comprised of Art Dumont, Don West and Doug Cutts was established under the Annual Review of Board Members policy, to consider and make a recommendation to the board on the continuation of the next two longest serving independent directors, Graham Weir and Clark Zentner, on nomination for re-election as independent directors at the 2010 annual meeting of shareholders.   

9. Assessments:
   

   The board conducts an annual assessment process of the effectiveness of the board and its committees, under the direction of the Chair of the Corporate Governance Committee. The board is also in the process of implementing annual private meetings between the Chair of the Board and each director.