Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On May 15, 2009, CECO Environmental Corp. (the "Company") issued a Promissory Note (the "Note") in the amount of USD $3,000,000 to Icarus Investment Corp., an Ontario corporation ("Icarus"). Icarus is an affiliate of Phillip DeZwirek, the Chairman and CEO of the Company and Jason DeZwirek, the Secretary and a director of the Company. The proceeds received by the Company will be used for general working capital purposes. The Note provides for interest to accrue at the rate of 12% per annum. Interest payments are payable monthly. The Note may be repaid in Canadian funds, at the option of Icarus, at an exchange rate of 1.1789.

The Note's maturity date is the earlier of May 15, 2012 or six (6) months after repayment of the Company's senior credit facility. The Note also matures in the event of a merger or reorganization of the Company that results in a change of control, upon the sale of 50% of the assets of the Company, or any sale of any division of the Company in excess of $5 million. To the extent that the Company completes an equity financing in excess of $10 million, 25% of the amount in excess of the $10 million are required to be used to repay the Note, provided that the Company is not in default under its Credit Agreement with its senior lender.

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