Improved time-to-market. By implementing on-chip communications functions within our solutions, complex interactions between IP cores are addressed within the interconnect, thereby allowing our customers to reduce their time to market to as little as six months or less as compared to conventional SoC design approaches that typically require 18 to 24 months

Exhibit 10.24

[SONICS LETTERHEAD]

August 22, 2007

Mr. Michael Holton
c/o Smart Technology Ventures III, SBIC L.P.
1801 Century Park West, 5th Floor
Los Angeles, CA 90067

		Re:		Sonics, Inc. Board of Directors

Dear Michael:

          This is by way of follow-up to our recent telephone conversation regarding the restructuring of Sonics’ Board of Directors necessitated by our proposed initial public offering. I very much appreciate your understanding and support of Sonics’ interests in this regard.

          As we discussed, in light of the IPO, the Board needs to be restructured to be an appropriate public company board of directors. In addition, I personally want to add members to whom I and others in management can look for advice regarding our new (and extensive) legal and business obligations.

          My goal is to have a five-person Board following the IPO. The Board would consist of myself and four independent directors, as defined by the rules of the Nasdaq Stock Market (which will initially be Herbert Chang, Alberto Sangiovanni-Vincentelli, Michael Sophie and Mark DeNino). Of course, the nominating committee of the Board would consider subsequently adding members with appropriate industry or other experience.

          Toward this end, I want to confirm your agreement that you will resign from the Board effective at the latest to occur of (1) 60 days following the closing of our IPO, or (2) the date on which a majority of Sonics’ Board votes to accept such resignation. At that point, the first offer and voting agreement will have expired.

          I would appreciate it if you and David Nazarian would countersign a copy of this letter and return it to me to confirm your and Smart’s agreement to the foregoing.

          Once again, I want to personally thank you and David for your support on this issue.

Agreed to:

Smart Technology Ventures III, SBIC L.P.