UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C. 20549


                                FORM 10-KSB


                ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

               For the fiscal year ended December 31, 2003.
                      Commission file number 0-14465.


                           SONEX RESEARCH, INC.

                     Incorporated in State of Maryland
               23 Hudson Street, Annapolis, Maryland  21401
                     Telephone Number:  (410) 266-5556
               I.R.S. Employer Identification No. 52-1188993


Securities registered pursuant to Section 12(b) of the Act:

              Title of                     Name of each exchange on
             each class                        which registered

                None                                 None


Securities registered pursuant to Section 12(g) of the Act:

                      Common Stock, $.01 par value


Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days. YES NO

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

Revenues for the year ended December 31, 2003 were $923,813.

The number of shares  outstanding of the Issuer's $.01 par value Common Stock as
of March 31, 2004 was  25,032,669.  The  aggregate  market value of voting stock
held by non-affiliates of the Registrant was $2,557,548 as of March 31, 2004.

Documents Incorporated by Reference:  None.




                                PART I


ITEM 1.  DESCRIPTION OF BUSINESS


                   CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Sections of this document,  as well as all publicly  disseminated material about
Sonex Research, Inc. ("Sonex" or the "Company"), contain expressions of beliefs,
expectations, or intentions, in the form of "forward-looking" statements as that
term is defined under  applicable  federal  securities laws. Such statements are
based  on  current  expectations,  estimates,  projections  and  assumptions  by
management with respect to, among other things,  trends  affecting the Company's
financial  condition  or results of  operations  and the impact of  competition.
Words  such  as  "expects",  "anticipates",  "plans",  "believes",  "estimates",
variations of such words, and similar  expressions are intended to identify such
statements  that  include,  but are not limited  to,  projections  of  revenues,
earnings,  cash flows and contract awards. Such  forward-looking  statements are
not guarantees of future performance and involve risks and uncertainties, all of
which are  difficult  to predict and many of which are beyond the control of the
Company.

Forward-looking  statements  contained  herein speak only as of the date of this
report.  The Company  disclaims any  obligation to update these  statements  and
cautions readers not to place undue reliance on such statements.


                                COMPANY OVERVIEW

Sonex,  incorporated  in  Maryland  in  1980,  is an  engineering  research  and
development  firm that is  seeking to  commercialize  its  patented  proprietary
technology  (the  "Sonex  Combustion  System",  "SCS"  or  "Ultra  Clean  BurnTM
technology")  for  in-cylinder  control of ignition and combustion in engines of
various types.  The Company was  co-founded in 1980 by Dr. Andrew A. Pouring,  a
former  Professor of Aerospace  Engineering  and Chairman of the  Department  of
Aerospace Engineering at the U.S. Naval Academy. At Sonex, Dr. Pouring conducted
basic  research  into the  principle  of  in-cylinder  control of  ignition  and
combustion,  concentrating  on the piston.  By the late 1980's and early 1990's,
the  development  of the SCS had moved in the  direction  of  chemical/turbulent
enhancement of combustion  through  investigation of the effects of changing the
chemical  characteristics  and  fuel  disbursement  characteristics  within  the
combustion chamber.

The Company seeks to commercialize  its SCS technologies for a variety of engine
applications  for  commercial  and military  use. To date,  Sonex has engaged in
development and demonstration programs with the engine industry and has received
funding  from  the  federal  government  for  further  development  of  the  SCS
technologies.  The Company's  primary  objective is to execute broad  agreements
with engine and parts manufacturers for industrial  production of SCS components
under license from Sonex.

The SCS  technology  for  in-cylinder  control of  ignition  and  combustion  is
designed to

     |X|  reduce emissions of diesel engines
     |X| increase fuel mileage of a new  generation of gasoline  engines
     |X|permit gasoline engines to run on safer, kerosene-based "heavy" fuels

The SCS improves the combustion of fuels in engines through design  modification
of the pistons in  four-stroke,  direct  injected (DI),  engines or the cylinder
heads  in  two-stroke,   spark-ignited   (SI),   gasoline   engines  to  achieve
chemical/turbulent  enhancement of combustion. The SCS process for both two- and
four-stroke  engines  achieves  in-cylinder  control of ignition and  combustion
through the chemical/turbulent  enhancement of combustion via combustion chamber
modifications  that change the chemical  characteristics  and fuel  disbursement
characteristics within the combustion chamber.

SCS  reductions  of soot in DI diesel truck  engines  have been  confirmed by an
independent  international  engine  consulting firm.  Evidence to date indicates
that the SCS is a significant new engine design  variable,  and that the synergy
of the SCS in combination with exhaust gas recirculation can help reduce exhaust
aftertreatment  requirements to meet future  regulatory  standards.  The Company
believes that SCS diesel engine designs  should  provide  reductions in the cost
and complexity of future exhaust aftertreatment systems.

Sonex also is seeking to show the  technical  feasibility  of achieving  reduced
fuel consumption while lowering emissions in a new class of DI gasoline engines,
yet overcoming the safety concern that vehicles would need to be reduced in size
and weight to improve  fuel  mileage.  A new branch of the SCS  focusing  on the
control of ignition may, with further  development,  enable DI gasoline  engined
automobiles,  currently  manufactured  and sold only in markets outside the U.S.
due to emissions considerations, to become emissions compliant in the U.S. while
providing  fuel  consumption  benefits.  In  addition,  the  evolution of hybrid
gasoline  and  electric  powered  vehicles  could be  accelerated  since a major
improvement in engine fuel mileage would provide  opportunities  for tradeoff of
vehicle weight versus power.

An SCS process for the  conversion  of reliable,  lightweight,  SI,  two-stroke,
gasoline engines to start and operate on  kerosene-based  "heavy" fuels has been
applied  successfully  in a variety  of  applications  such as  small,  remotely
controlled  military unmanned aerial vehicles (UAVs).  The military now requires
such  engines  to  operate  on less  volatile  heavy  fuels to reduce the hazard
associated  with  gasoline,  making heavy fuel engines  (HFEs) more suitable for
applications   where  gasoline  storage  and  use  are  undesirable.   Potential
applications of the SCS heavy fuel conversion process can be expanded to a range
of military  and  commercial  uses.  Sonex is also  developing a process for the
heavy  fuel  conversion  of SI  four-stroke  gasoline  engines  by using  direct
injection  and  patented  Sonex  designs.  In addition,  Sonex is examining  the
potential,   through   cooperation   with  one  or  more  companies  which  have
complementary  technologies and production capabilities,  of becoming a supplier
of HFEs to military and commercial markets.

As of March  31,  2004,  the  Company  has  seven  full-time  employees  and two
part-time  employees,  and engages the  part-time  services of a consultant  who
serves as its  director  of  business  development  and  manager  of  government
programs.  The Company also engages the services of several other  technical and
business  consultants as needed.  The Company has never  experienced a strike or
work stoppage, and believes its relations with its employees are good.





                               STRATEGIC PLANNING

Present  Sonex  technology  development  is being  supported by U.S.  Government
funding, and the Company is also seeking committed business partners for further
technical  development  and  marketing  of the various SCS engine  applications.
Sonex believes that having one or more such partners experienced in dealing with
the  engine  and  automotive   industries  on   state-of-the-art   technological
developments  may  accelerate  commercial  acceptance  of  the  SCS  technology.
Development  efforts taking place currently under government  contracts to Sonex
could  facilitate  participation  by the engine and  automotive  industries  and
thereby  accelerate  commercialization  potential of the patented SCS technology
for in-cylinder  control of ignition and  combustion.  In 2003 the Company began
taking  steps to focus on business  re-positioning,  strengthening  its internal
capabilities, and planning for growth. The Company engaged consultants to assess
the SCS  technologies  and business  model,  suggest  approaches  for  strategic
alliances, and provide federal marketing, government procurement assistance, and
commercialization services.

Management  identified  a need to  secure  strong  strategic  alliances  for the
marketing and  commercialization  of the SCS engine  applications  by leveraging
technology development currently supported by U.S. Government funding as well as
seeking  relationships  with companies which have technologies  complementary to
the  SCS.  One of the  first  objectives  on this  path  was to  strengthen  the
Company's management team.

At the  start of 2004,  the  composition  of the  Company's  Board of  Directors
changed  substantially  following  the  resignation  in late  January  and early
February  2004 of three  independent  directors  who had served on the Board for
several   years.   Each  of  these  former   directors   cited  other   business
responsibilities  as the reason for his resignation.  The only continuing member
of the Board is the Company's Chief Executive Officer.  The number of members of
the Board  was  reduced  from  four to three.  Named to the Board to serve on an
interim basis were the Company's  Chief  Financial  Officer and one  independent
director.

In late February 2004 the Company's reconstituted Board of Directors hired a new
president  to fill the  position  that  had  been  vacant  and  entered  into an
employment  agreement  with this  individual.  The  Company's  new  president is
developing and  implementing an updated business plan, the primary goal of which
is  to  transition  Sonex  from  a  research  and  development  company  into  a
technology,   commercialization,  and  manufacturing  enterprise.  There  is  no
assurance,  however,  that the Company will be able to complete and implement an
updated business plan.


                                  RISK FACTORS

In order to obtain the benefits of the "safe harbor" provisions under applicable
federal  securities  laws  for  any  "forward-looking"  statements  of the  type
described  previously  under  the  heading  "Caution  Regarding  Forward-Looking
Statements",  the  Company  cautions  shareholders,  investors  and  prospective
investors  about  significant  factors which,  among other things,  have in some
cases  affected the  Company's  actual  results and are in the future  likely to
affect the Company's  actual  results and cause them to differ  materially  from
those expressed in any such forward-looking statements.

Factors  that could  cause  actual  results  to differ  materially  include  the
specific risks listed below. These risks and uncertainties are not the only ones
faced by the Company or that may adversely  affect its  business.  If any of the
following  risks  or  uncertainties  actually  occur,  the  Company's  business,
financial  condition  or results of  operations  could be  materially  adversely
affected.

  |X| ability  to  generate  cash flow from  revenue  or to secure  financing
      necessary  to fund future  operations
  |X| ability to  complete  technology development and demonstration programs,
      demonstrate commercial viability of SCS technology and execute licensing
      agreements that produce significant  revenue
  |X| ability to maintain and protect the Company's patents  and  proprietary
      information
  |X| ability to attract and retain skilled  personnel
  |X| ability to secure a long-term lease for the Company's existing facility
      or to secure an alternative location
  |X| changes in general economic conditions
  |X| competition from companies which have  substantially  greater financial,
      technical and marketing resources than does the Company

Furthermore,  since its inception in 1980, the Company has generated  cumulative
net losses of approximately  $23 million,  and anticipates  incurring  operating
losses  for  the   foreseeable   future.   Operating   results  have  fluctuated
significantly  in the past on an annual and quarterly basis, and are expected to
continue to fluctuate  significantly from quarter to quarter for the foreseeable
future. The business historically has not generated sufficient cash flow to fund
operations  without  resorting to external sources of capital.  The Company does
not have any bank  financing  arrangements.  Operating  funds  have been  raised
primarily  through  the sale of equity  securities  in both  public and  private
offerings,  although revenues have provided most of the necessary operating cash
for the last two years.

In the event that funding from  internal and external  sources is  insufficient,
the Company would have to cut back  significantly  its level of spending,  which
could  substantially  curtail the Company's  operations.  These reductions could
have an adverse effect on the Company's  relations with its potential  customers
and government funding sponsors.

The Company's success also depends in significant part on the continued services
of its key technical  and senior  management  personnel.  Losing one or more key
employees,  including for reasons of poor health,  disability,  or death,  could
have a material adverse effect on the Company's business, results of operations,
and  financial  condition.  Due to the expense  involved,  the Company  does not
maintain life  insurance  policies for any of its  employees.  Additionally,  in
order  to avoid  long-term  financial  commitments,  the  Company  does not have
employment  agreements  with any of its personnel  with the exception of the new
president hired in February 2004.

Further,  the market  price of the  Company's  Common  Stock  could be  affected
adversely by the substantial  number of shares that are reserved for, and may be
issued in, the future.  As of March 31, 2004,  there were  25,032,669  shares of
Common  Stock  issued and  outstanding,  with an  additional  12,636,832  shares
reserved for future  issuance,  primarily upon the conversion of preferred stock
and the exercise of options and warrants.



                    PRIMARY SCS DESIGN MODIFICATIONS

The SCS technology for four-stroke DI engines improves the process of combustion
through a  combination  of  chemical  and fluid  dynamic  effects  that occur by
modifying the engine's  combustion  chamber and the processes  occurring  within
that  chamber.  The SCS  processes  for DI engines  change only a single  engine
component (the piston) while introducing no additional parts and are self-driven
by the combustion  process.  Patented SCS piston designs for four-stroke engines
integrate  cavities  called  micro-chambers  (MCs)  which form a ring around the
piston bowl,  with each MC  positioned  with respect to each spray from the fuel
injector of a DI engine.  The MCs are  designed  to function  either as chemical
reactors  or  reservoirs,  depending  on the  specific  design  needs,  and  are
connected to the piston bowl by vents. For soot reduction,  the reservoirs/vents
are placed to increase  turbulence,  while for enhanced ignition the MCs produce
highly active  chemical  species from a fraction of the fuel-air charge that are
expelled on the intake  stroke of low  compression  ratio DI engines to fumigate
incoming air and serve as an ignition source.

The SCS processes for DI engines are applicable  to: (1) classical  diesels as a
means  to  reduce  particulate  emissions  with  little  or no fuel  consumption
increase  and,  if  used  in  conjunction   with  high  levels  of  exhaust  gas
recirculation  (EGR),  to reduce oxides of nitrogen (NOx) and soot with a slight
fuel consumption increase;  and (2) "throttle-less  gasoline combustion based on
compression  ignition and high rates of heat release ("lean  burn-fast burn") at
normal gasoline engine peak cylinder  pressures to improve fuel economy with the
potential to reduce emissions to EPA Tier II criteria.

The SCS process for the  conversion of  lightweight,  SI,  two-stroke,  gasoline
engines introduces  patented features which enable the combustion of heavy fuels
through  design  modification  of the cylinder  heads to achieve a thermally and
chemically  enhanced  combustion  process  while  still  relying on the spark to
initiate combustion.  Sonex uses a machined cylinder head and combustion chamber
insert  housing  the  proprietary  SCS  technology,  and a heated  element  fuel
vaporizer  for cold  starting.  For  engines  that  have the  cylinder  head and
cylinder  in one single  casting,  the stock  cylinder  head is removed  and the
remaining  cylinder casting is decked and machined for cylinder head screws. The
SCS heavy fuel conversion  maintains the gasoline  engine's stock carburetion or
fuel  injection  system,  intake and exhaust  systems,  spark  ignition  system,
compression ratio and approximate weight.



                      SCS FOR LOW COMPRESSION RATIO DI ENGINES


Sonex Controlled Auto Ignition (SCAI)

Sonex is  developing a new,  enhanced  SCS  process,  focusing on the control of
ignition for low compression  ratio  four-stroke DI engines.  This process is an
in-cylinder  method  for  isolating  a small  portion of an  un-throttled,  lean
air-fuel charge in each combustion  cycle to produce  reactive  chemical species
that are carried over to cause spark-less compression ignition in the next cycle
at gasoline compression ratios.

The  combustion  chamber  modifications  for this  process  make use of  certain
chemically  active  products of  combustion  known as "free  radicals"  that, in
conventional  internal combustion  engines,  are not carried from one combustion
cycle to the next. With this SCS process, radical (chemical) species that enable
ignition are created by  interaction  of the injected fuel spray with  specially
designed MCs in the piston side wall. In its early stages of development,  Sonex
termed this process Stratified Charge, Radical Ignition (SCRI), as free radicals
are isolated in MCs to be carried from one combustion  cycle to the next to take
advantage of the combustion enhancing  properties of the free radicals,  thereby
enabling ignition of all types of fuels and allowing more complete combustion of
the  fuel.  Sonex  has  now  labeled  this  enhanced  combustion  process  Sonex
Controlled Auto Ignition (SCAI) in order to highlight the special ability of the
process to control ignition.

SCAI is an unthrottled,  low compression ratio, sparkless,  compression ignition
process at gasoline  compression  ratios. The SCAI relies on direct injection of
fuel into the  cylinder  (rather  than in the  intake  manifold)  as well as the
production of radicals for ignition. SCS micro-chambers for SCAI place a special
design emphasis on the chemical aspect allowing  controlled auto ignition of any
fuel at low  compression  ratios.  The  SCAI  process  for  four-stroke  engines
achieves  compression  ignition-combustion  of  the  fuel  without  raising  the
compression  ratio to the levels found in diesel  engines.  The net result is an
engine that is fully  controllable  at all loads and speeds without  limitation,
has  extremely  low  emissions  and the fuel  economy of a diesel  engine.  As a
result,  the inherent light weight of the gasoline  engine is preserved and peak
combustion pressures are limited to those of gasoline operation.

The SCAI  process  for low  compression  ratio DI  engines  was  developed  in a
single-cylinder research engine in the fully equipped Sonex laboratory. The SCAI
combustion  process  for  control of  ignition  and  combustion  was  researched
initially  on  diesel-type  fuel,  and its  ability to reduce  NOx,  the hardest
emissions for diesel engine makers to control, was confirmed. Sonex demonstrated
this ignition control in a laboratory,  single cylinder engine in meeting a U.S.
Department  of  Defense  (DoD)   objective  to  convert   gasoline   engines  to
kerosene-based,  diesel-type  "heavy  fuels"  (JP-5/JP-8),  while  retaining the
performance  and  lightweight  advantages of a gasoline  engine.  The laboratory
engine  was  adapted  to run on  diesel-type  heavy fuel based on the SCS piston
embodiments,  DI,  sparkless  ignition  and  low  compression  ratio  controlled
combustion  over a wide  range of speed  and  load.  The  SCAI  process  reduced
soot/particulates  and  NOx  emissions   substantially  while  maintaining  fuel
consumption when compared to the stock configuration of the diesel engine.

During 2001 a major international truck engine manufacturer  conducted the first
phase of a feasibility study of SCAI combustion technology aimed at transferring
the  Sonex  single  cylinder  laboratory  engine  to a  modern,  advanced,  four
cylinder,  medium-duty truck diesel engine that employs all of the latest diesel
engine technology such as a high pressure,  electronically  controlled injection
system, and turbo-charging.  This program ended due to operational  difficulties
and  reductions in R&D funding  without  attaining the  performance  achieved by
Sonex in the  single-cylinder  engine.  The  manufacturer did find that the SCAI
process  resulted  in  certain  positive  effects  on  combustion;  however,  it
concluded  that the concept was not close enough to production and would require
major  funding  for  further  research.  The study also  identified  some of the
problems  to be solved in  transferring  the SCAI  results  to a  multi-cylinder
engine.

In   recognition   of  the  economic   realities  of  the  highly   competitive,
cost-conscious  engine  industry and its own limited  financial  resources,  the
Company sought funding from  government  sources to help achieve a maturation of
the SCAI relative to the expectations of engine manufacturers. Sonex is applying
the  experience  gained from this  discontinued  program  with the truck  engine
manufacturer  to work on a $744,246  Phase 1 contract from the Defense  Advanced
Research  Projects  Agency (DARPA)  received by the Company in October 2002. The
objective of Phase 1 of the DARPA program is to begin the design and development
of a heavy fuel engine (HFE) conversion process for a gasoline automotive engine
for  potential use in a  developmental  Unmanned  Aerial  Vehicle (UAV) or other
applications. The DoD and NATO now require the elimination of gasoline such that
the primary fuel for combat support  equipment shall be a single  kerosene-based
heavy fuel.  Heavy fuels are less volatile than gasoline,  thereby  reducing the
hazard associated with the storage, transportation and use of gasoline. Gasoline
engines,  however,  are  typically  25% to 30% lighter than diesel  engines and,
thus,  adaptation of gasoline engine designs to burn low cetane (hard to ignite,
diesel type) fuel addresses DoD logistics and safety issues.

The first  phase of the  contract  program  with  DARPA  focuses on the SCS SCAI
process  to convert a modern,  spark-ignited  (SI),  four-stroke,  six-cylinder,
automotive gasoline engine to heavy fuel operation.  The primary objective is to
transfer  the SCAI  heavy  fuel  design  achieved  in the Sonex  single-cylinder
laboratory  engine to the  multi-cylinder  gasoline engine,  eliminate the spark
ignition system,  and produce the same power the engine  originally  produced on
gasoline. Conversion of the engine, originally designed for spark ignition, from
gasoline to JP-5 has the  advantage of the light weight  compared to an ordinary
diesel engine since the engine may be used in a UAV application.

During 2003 Sonex adapted the  automotive  engine using a computer  aided design
and prototyping  fabrication process that involved  subcontractors and specialty
suppliers,  as  well  as  assistance  from  the  engine  manufacturer.  The  SCS
throttle-less  HFE features a  proprietary  SCAI piston  design,  electronically
controlled common rail fuel injection system and extensive instrumentation.  The
first phase recently has demonstrated  equal or greater power in a limited range
at reduced fuel consumption.  It is anticipated that the SCS HFE Phase 1 design,
which is already 20% more fuel efficient than the original gasoline engine,  can
be  turbo-charged  to  higher  power  output  with  advantageous  rates  of fuel
consumption across a wide range of performance criteria.  Sonex is seeking Phase
2 funding from DARPA to continue this program.

Outcomes  from  the  DARPA  program  could  validate  the  SCAI  technology  for
in-cylinder  control of ignition and combustion that could be applied later to a
gasoline powered version. The duration of demonstration projects with automotive
manufacturers   could  be  reduced   since  the   sparkless   SCAI  process  can
advantageously  employ the centrally  located spark plug hole of most production
4-valve per cylinder engines for the installation of the injector.

In  addition,   the  Company   believes  the   availability   of  the  resultant
multi-cylinder,  four-stroke heavy fuel engine from a successful  outcome of the
DARPA project could lead to use in other military  engine  programs,  as well as
having  potential for use in the commercial  marine market in pleasure boats for
which a  diesel  fueled  engine  would  be a safer  alternative  to the  current
gasoline engines which too often result in dangerous onboard fires.


SCAI and HCCI Combustion

Sonex  believes that SCAI will enable  practical  application  of an alternative
combustion process known as homogeneous charge compression  ignition (HCCI) that
is being examined by the worldwide automotive industry. HCCI has been studied by
many researchers for years because, in theory, it can lower emissions while also
achieving  reduced fuel  consumption.  The lack of a method for  controlling the
ignition point,  however,  has prevented practical  implementation of HCCI. With
its SCAI  process,  Sonex  believes it has attained the control of ignition that
will make HCCI viable for military and commercial application. A Sonex technical
paper  supporting the theoretical  aspects of SCAI was presented by a consultant
to the  Company,  Dr.  David A.  Blank,  in May 2003 at a joint  U.S.  and Japan
Society of Automotive  Engineers (SAE) Fuels and Lubricants  meeting in Japan. A
second  joint  paper  will be  presented  at the 2004 SAE Fuels  and  Lubricants
meeting in France by Sonex  Chief  Executive  Officer  and Chief  Scientist  Dr.
Andrew A. Pouring in June 2004.

On the basis of the extensive SCAI single cylinder laboratory engine work it has
performed  with  alcohol and heavier  fuels,  as well as the  promising  results
achieved on the SCS six-cylinder  HFE conversion under the DARPA program,  Sonex
believes it has attained the control of ignition  that will make HCCI viable for
commercial  application in a new generation of gasoline  engines.  With the SCAI
combustion process,  radical (chemical) species that enable compression ignition
are created by interaction  of the injected fuel spray with  specially  designed
micro-chambers  in the  piston  side wall.  The net result is an engine  that is
fully controllable at all loads and speeds without limitation, has extremely low
NOx emissions, and the fuel economy of a diesel engine.

SCAI  combines  the best  aspects  of HCCI  without  its  inherent  limitations.
Combustion pressure is kept low so lightweight  gasoline engine construction can
be used. The spark plug is eliminated so diesel-like  radical  ignition is used;
its timing is fully controllable by the use of diesel-type direct injection into
the cylinder.


SCAI and Gasoline Combustion

Spark   ignited  (SI),   direct   injected   gasoline   (GDI)  engines  used  in
five-passenger  automobiles manufactured and sold in Japan and Europe achieve 50
mpg  (highway) but cannot be sold in the U.S. due to high NOx  emissions,  which
require low sulfur gasoline to assure NOx  decomposition in an exhaust treatment
system that would be poisoned  with high sulfur  gasoline  sold in the U.S.  Low
sulfur gasoline will begin introduction in the U.S. in 2006. GDI engines operate
on high air-fuel ratios.  Direct injection uses unrestricted air flow and a fuel
injector in each cylinder of the engine to provide precisely timed, metered fuel
delivery  to  the  combustion   chamber  to  overcome  the  air  and  fuel  flow
inefficiencies of present gasoline engines.  Significantly,  all the GDI engines
reported  to date  are  complex,  use a  spark  plug  to  initiate  conventional
(non-homogeneous)  combustion,  require  premium  fuel,  and  do not  meet  U.S.
emissions standards for NOx regardless of the catalytic converter technology.

All automobile manufacturers are familiar with the potential benefits of the GDI
engine in performance, fuel consumption and cost-to-manufacture,  as well as the
challenging exhaust problem with NOx emissions.  Engine researchers know the key
to solving the GDI NOx problem is to replace SI, lean  combustion  with HCCI and
controlled,  high rate heat release combustion. The vexing challenge has been to
achieve a combustion  control mechanism that works effectively over the range of
engine operation expected of an automotive application.  Ignition control is the
feature lacking in conventional  HCCI combustion but which gives  remarkably low
emissions and good fuel economy.

Sonex believes that with further development using gasoline,  SCS SCAI sparkless
ignition,  unthrottled  process for control of  ignition  will enable  practical
application of HCCI in GDI engined  automobiles  and improve on the current fuel
economy  advantages  and  overcome  the NOx  problem  to permit the sale of such
vehicles in the U.S. With its SCAI in-cylinder combustion process, Sonex expects
to be able to achieve better  performance,  increased fuel mileage,  and reduced
NOx.

Fuel  economy of  vehicles  sold in the U.S. is a matter of public law under the
CAFE (Corporate Average Fuel Economy) legislation. For the past decade, the U.S.
automobile  industry has been successful in postponing any  legislative  actions
that would have led to an increase in CAFE.  The fuel economy  issue,  potential
increases in the fuel economy  standards,  and increased  dependence on imported
oil are major parts of national  legislative and political debate.  Opponents of
proposals for higher fuel economy standards, including automakers, object on the
basis that higher fuel mileage can only be achieved by building smaller, lighter
- and  therefore,  presumably  less safe - vehicles.  Supporters  of higher fuel
economy standards,  however,  argue that by using technology currently available
to automakers,  the  improvements  can be  accomplished  without making vehicles
smaller.

Sonex believes that, with further development,  its SCAI, low compression ratio,
combustion process for unthrottled  operation can lead to conventional  gasoline
engined  vehicles that are 25% - 30% more fuel efficient  than today's  vehicles
while still  meeting  U.S.  emissions  standards.  Sonex also  believes the SCAI
technology  has the potential to achieve these  benefits and overcome the safety
concern  that  vehicles  would  need to be reduced in size and weight to improve
fuel mileage.

Sonex has provided input to the Department of Energy, the White House, and House
and Senate conferees on the synergy between a technologically  feasible increase
in fuel  mileage  through  the  paradigm-shifting  SCAI  combustion  process and
improved  safety.  The  Company  expects  to  provide  additional  input  to the
legislative process in 2004.

The  Company  hopes to  progressively  mature the SCAI  process to  conclusively
demonstrate  that it  enables  fully-responsive  GDI  engines  of all sizes as a
viable,  near-term  alternative to longer-term solutions such as improvements in
hybrid  propulsion or years of further R&D required for fuel cell  technology to
become practical. Outcomes from the current Sonex six-cylinder engine program on
heavy fuel funded by DARPA should  validate the SCAI  technology for in-cylinder
control of ignition  and  combustion  that could be applied  later to a gasoline
powered  version.  Preliminary  experimental  work  at  Sonex  on  gasoline  has
demonstrated  that the SCAI process does achieve the desired control of ignition
and high rate of heat  releases  which are  necessary to achieve  improved  fuel
consumption and lower emissions.


                           SCS FOR DI DIESEL ENGINES

The SCS "Low Soot Diesel Design" (LSDD),  based on the Sonex U.S. patents issued
in January 1999 and January  2001,  is a recent  invention in the series for the
SCS for  "classical"  DI  diesel  engines  and  involves  re-arrangement  of SCS
features to exploit new fundamental  understandings  of fluid dynamics.  The SCS
LSDD has shown  significant  reductions in soot and NOx while  maintaining  fuel
consumption  and power.  The key feature of the SCS DI diesel  technology is the
presence of improved MCs in the piston which to some extent produce and conserve
intermediate  chemical  species from a small portion of the incoming  fuel.  The
expulsion  of these  materials  at high  velocity  enhances  turbulence  mixing,
achieving  better than a 50% soot reduction and a 10% NOx reduction in the Sonex
single  cylinder,  DI, normally  aspirated  laboratory  engine with no change in
injection  timing.  Sonex  has  also  demonstrated  that  the  SCS  LSDD  can be
transferred to a modern turbocharged, intercooled DI diesel engine, as described
below.

Application  of the  LSDD for  achieving  reduced  diesel  emissions  is  highly
leveraged  when used with exhaust gas  recirculation  (EGR),  allowing  enhanced
ignition  with low soot  production  in the presence of large amounts of EGR. In
the Sonex  single  cylinder  research  engine,  as well as in a  multi-cylinder,
normally  aspirated  diesel  engine in the facility of a foreign  diesel  engine
manufacturer,  the synergy of SCS and EGR (at levels up to 45%) produced greater
NOx reduction  than the same engine without EGR over a range of loads and speeds
while maintaining the same soot level. Typically,  without the SCS, a high level
of NOx-reducing EGR produces at least a three-fold increase in soot.

One of the world's leading engine  engineering and powertrain  consulting firms,
Ricardo  Consulting  Engineers Ltd of the U.K.,  completed a study in which they
reported  that a six  cylinder  DI diesel  engine  used in  medium-duty  trucks,
operating with the SCS LSDD piston at the best injection timings,  emitted up to
45% less soot than the stock  engine,  with  equivalent  fuel  consumption.  The
Ricardo  program was conducted  with the  cooperation  of a major foreign diesel
truck engine  manufacturer;  however,  this  manufacturer has not proceeded with
further  development  with Sonex.  Ricardo  presented its  findings,  as well as
additional results from their subsequent  Computational  Fluid Dynamics study of
the combustion process, in a technical paper to the SAE May 2002 Fuels and Lubes
Conference.  Sonex is seeking industrial  partners to pursue joint marketing and
commercialization programs for the SCS LSDD technology.

Sonex has  participated in demonstration  and development  programs with some of
the largest multi-national diesel truck engine manufacturers.  The demonstration
process has gone from proof of concept using  screw-assembled  prototype pistons
fabricated  in-house  by Sonex  and  tested  by an  engine  manufacturer  in its
laboratories,  to working with piston  suppliers for the fabrication of finished
pre-production  pistons that would be used in field trials,  durability testing,
manufacturing  optimization,  and other tests required  before the start of full
series production.

Pre-production SCS pistons for the tests were fabricated by Federal-Mogul Corp.,
a major  international  supplier  of engine  components.  In 1998  Federal-Mogul
acquired  the former  T&N Piston  Products  Group of the U.K.  T&N had  invested
significant funds internally in developing  innovative and economical techniques
of manufacturing  Sonex pistons for series production.  Federal-Mogul,  however,
filed for  bankruptcy  protection  in the fall of 2001 to  protect  its  ongoing
component supply business from asbestos liabilities left from the acquisition of
T&N.  Late in 2001  Federal-Mogul  informed  the Company that it is focusing its
limited  resources  on core  businesses  and will no longer  participate  in SCS
research.

The  pre-production  SCS pistons  for the Ricardo  test  program  fabricated  by
Federal-Mogul,  as well as those for an earlier SCS design fabricated by another
piston  manufacturer,  required  special  metals  processing  methods.  For that
reason,  SCS piston  production  under these  methods  might have  resulted in a
higher than  expected  cost  premium for SCS  pistons.  As a result,  Sonex,  in
conjunction  with a  consultant  who is a former  design  engineer  with a major
piston manufacturer,  have developed a much simpler SCS piston production method
which can be used with existing series production machinery.

Sonex and Compact Membrane Systems,  Inc. (CMS), a small business in Wilmington,
Delaware,   proposed  to  investigate  the  diesel  engine  emissions  reduction
potential of combining  the patented  SCS  piston-based  technology  and the CMS
polymer membrane  technology for the addition of nitrogen  enriched air (NEA) to
the diesel engine  combustion  process as an  alternative to the use of EGR as a
means to reduce the in-cylinder production of NOx. If successful, the CMS method
could provide the benefits of EGR with reduced risk to engine wear, with reduced
heat load for cooling  (EGR),  without  the burden of  additional  hardware  and
without  significant impact on the turbo-charger.  In the past, the introduction
of high levels of EGR to reduce NOx  emissions  has been shown to  substantially
increase the  production  of  soot/particulate  emissions.  SCS piston  designs,
however,  have  shown the  ability  to  reduce  diesel  engine  soot/particulate
emissions when the engine operates with high levels of EGR.

In 2001 the  U.S.  Department  of  Energy  (DOE)  awarded  CMS a Small  Business
Innovation  Research  (SBIR)  Program,  Phase I prime  contract to determine the
feasibility  of combining SCS piston  technology  with the CMS polymer  membrane
technology,  and a subcontract was issued to Sonex. Phase I testing conducted on
the Sonex  laboratory,  single-cylinder,  normally  aspirated,  DI diesel engine
showed that the NEA polymer  membrane and the SCS piston in the  single-cylinder
engine,  supercharged by Sonex, have the potential for significant  reduction of
NOx without increasing soot/particulate emissions.

In the fourth  quarter of 2002 the Company  received a subcontract  from CMS for
$458,862,  of which $100,000 is cost-shared (funded) by Sonex, under a CMS prime
contract for a DOE, SBIR Program Phase II project. In the second quarter of 2003
Sonex took delivery of the advanced research automotive diesel engine to be used
for the testing.  The engine is a  state-of-the-art,  three-cylinder,  DI common
rail injection  system,  turbo-charged,  automotive diesel engine developed by a
major  international  vehicle  manufacturer  in the joint  U.S.  government  and
automotive  industry  funded PNGV  (Partnership  for a New  Generation  Vehicle)
program.  The estimated value of the contribution by the vehicle manufacturer of
the automotive  diesel engine and associated  technical  support  represents the
Sonex  cost-shared  portion  of the  subcontract.  A  successful  result of this
program  would  provide  SCS   in-cylinder   emissions   reduction   data  on  a
multi-cylinder  diesel  engine as a means for  diesel  engine  manufacturers  to
evaluate the potential for SCS designs,  alone and in  combination  with the NEA
membrane,  to reduce the cost and  complexity of future  exhaust  aftertreatment
systems.

During  engine  testing,  the  Company  has not been  able to  achieve  the LSDD
performance achieved in other engines with conventional injection systems. Sonex
encountered  difficulty in controlling  the  characteristics  of the common rail
injection system and matching its requirements  with the design  requirements of
the SCS pistons,  which must be compatible  with the fuel  injection  system and
computer  control.  Achieving this synergy has been very challenging  since many
critical  parameters of the engine  baseline and fuel injection  design were not
made  available  to Sonex.  In addition,  initial  testing with the NEA membrane
demonstrated the limited viability for commercialization of the CMS membranes in
this automotive size application.

Sonex has developed a plan to understand the difference  between the common rail
system and earlier injection systems when used with SCS pistons; however, during
the first quarter of 2004, CMS suspended further work on the program pending the
outcome of a progress  meeting to be held with the DOE program  sponsor in April
2004.  CMS and Sonex have  discussed  the  potential for applying the SCS piston
technology and the NEA membrane technology to larger diesel engines in which the
NEA membranes are expected to perform better and more consistently.


                   SCS FOR SMALL HEAVY FUEL ENGINES (HFEs)

The U.S.  Department  of Defense (DoD) and NATO now require the  elimination  of
gasoline  such that the primary  fuel for combat  support  equipment  shall be a
single kerosene-based,  diesel-type,  "heavy fuel" (JP-5/JP-8).  Heavy fuels are
less volatile than gasoline,  thereby  reducing the hazard  associated  with the
use,  storage and  transportation  of  gasoline.  The  requirement  for a single
military fuel is also a logistics  issue,  as the military seeks to minimize the
number and complexity of fuels required. Large combat support equipment acquired
by the  military  is  powered by diesel  engines  that can use heavy  fuels.  No
solution has been  identified,  however,  for the thousands of smaller  engines,
including those powering remotely  controlled  military unmanned aerial vehicles
(UAVs),  small  boats,  and  other  applications  for  which  gasoline  storage,
transport and use are undesirable.


SCS for Small, Two-Stroke Engines

The Company,  in its laboratory  and under  contract with the U.S.  military and
defense  contractors,  has applied its proprietary  patented SCS starting system
and modified  combustion  chamber to the  conversion  of reliable,  lightweight,
spark-ignited  (SI),  two-stroke,  gasoline  engines  to start  and  operate  on
JP-5/JP-8 military heavy fuels for a variety of applications such as small UAVs.
Other  potential  applications  include  outboard  engines,  generator sets, and
pleasure boats for which a lightweight engine burning heavy fuel would eliminate
the hazards of gasoline storage and use.

The SCS process for the  conversion of  lightweight,  SI,  two-stroke,  gasoline
engines  incorporates  a machined  cylinder head and  combustion  chamber insert
housing the proprietary SCS technology.  The SCS heavy fuel conversion maintains
the gasoline  engine's stock  carburetion or fuel injection  system,  intake and
exhaust  systems,  spark  ignition  system,  compression  ratio and  approximate
weight.

The Sonex HFE  technology  can be applied as a retrofit to  existing  engines or
during  manufacture of new engines.  Sonex HFEs have demonstrated the ability to
provide gasoline-like  performance over the full engine range without smoking or
"knocking",  which has been a major  shortcoming of other heavy fuel  conversion
technologies.   The  SCS  heavy  fuel  conversion   maintains  the  power,  fuel
consumption,  light weight,  low cost, and  practicality  of the gasoline engine
without the additional weight and expense of other powerplant alternatives being
considered to meet the requirement for heavy fuel operation,  such as diesel and
turbine engines.


SCS HFEs for the Military

Sonex  has  successfully  scaled  its  SCS  design  from  an  original  cylinder
displacement  of  18  cubic  centimeters  (cc)  to  an  engine  with  a  176  cc
displacement per cylinder,  and is confident that its proprietary SCS technology
is  scaleable  to cylinder  volumes  larger  than  176cc.  In 1998 under a "best
efforts"  feasibility  demonstration  contract from the U.S. Marine Corps (USMC)
Systems  Command,  Sonex  successfully  converted the existing SI,  carburetted,
100cc single cylinder,  two-stroke,  gasoline fueled engines to start and run on
heavy fuel,  leading the USMC to contract  Sonex to convert an additional  forty
UAV  engines  used in the  Dragondrone  UAV.  The  Dragondrone  became the first
tactical  UAV to be  certified  for  deployment  aboard  ship.  Other  potential
military HFE  applications  include outboard  engines,  small watercraft used as
targets, and generator sets.

The  Company  seeks  to  capitalize  on the  success  to date  with  SCS HFEs by
participation in new DoD programs. In addition,  Sonex seeks sponsors within the
DoD who are  obliged  to make an  effort  to comply  with the  directive  on the
elimination of gasoline when purchasing  numerous  commercially  available items
that are powered by  two-stroke  gasoline  engines.  In recent years the Company
also has  been  developing  relationships  with  domestic  and  foreign  defense
contractors.

In the third quarter of 2002 the Company was awarded a subcontract  from Science
Applications  International  Corporation  (SAIC)  of San  Diego,  the DoD  prime
contractor  for a  developmental  UAV,  to  conduct  a  survey  of  commercially
available gasoline engines of approximately 72 horsepower and, with the approval
of SAIC,  select a candidate engine for a "best efforts" SCS conversion to start
and operate on heavy fuels. Initial funding of $200,000 to Sonex was approved to
begin the project.  SAIC also awarded a  subcontract  to a competing  company to
develop a heavy fuel conversion for a rotary engine already in production.

During the  candidate  engine  survey and  selection  process,  the DoD  program
sponsor  increased the targeted  horsepower  requirement  to 100. Sonex and SAIC
together selected a candidate two-stroke, three-cylinder, fuel injected gasoline
engine  which  displaces  939 cc (313  cc/cylinder)  advertised  to meet the new
target horsepower  requirement,  although this engine was not yet in production.
Sonex conducted  testing of the selected engine on gasoline to develop  baseline
performance data. In the meantime,  additional  funding of $81,947 for Sonex was
approved.

Due to deficiencies found by Sonex in operating the candidate engine on gasoline
and concurrent fuel  consumption  problems  experienced by the competing  rotary
engine  operating  on heavy fuel,  in the first  quarter of 2003 the DoD sponsor
expressed a desire to have Sonex work with the competing rotary engine developer
to focus on improving the fuel  consumption of the rotary HFE. This joint effort
was not  formalized  because  work on the engine  later was placed on hold while
SAIC  concentrated  on  resolving a number of  technical  issues with the flight
vehicle.  Subsequently,  the prime contract to SAIC was terminated by the DoD in
October  2003.  Sonex now  seeks to obtain  the  necessary  funding  from DoD to
continue  development of this HFE, and others, for use in intermediate size UAVs
for varied missions.

In  September  2003 the  Company  received  a  purchase  order of  approximately
$165,000 from another large DoD prime contractor to develop a combustion  system
to convert two,  twin-cylinder,  gasoline engines  displacing 50cc and 120cc per
cylinder, respectively, to start and operate on heavy fuels for potential use in
UAVs. To date Sonex has achieved  substantial fuel economy benefits on JP-5 fuel
on the SCS HFEs over the stock  gasoline  engines.  Delivery  of the HFEs to the
customer is expected to take place during the second quarter of 2004.


SCS Potential for Heavy Fuel Rotary Engines

While  rotary  technology  has been the  subject of some work  worldwide,  it is
becoming an activity of focus and interest for Sonex.  The Company has developed
a patent application using proprietary  techniques to improve the performance of
rotary engines when  converted to run on heavy fuels.  This is  accomplished  by
implementation  of a unique and innovative  Sonex process for fuel injection and
handling,  combined  with a  modification  to the rotary  engine fuel system and
combustion process,  thus resulting in two very important  attributes for engine
performance.

The advantages for the rotary engine when compared to piston  technologies as in
two-stroke engines are clearly  significant.  The rotary engine has fewer moving
parts and is a very  simple and  elegant  technical  solution  for UAV  engines.
Rotary  engines  converted by Sonex to run on heavy fuel are expected to exhibit
efficient and steady performance.  Combustion efficiency is expected to improve,
thereby  decreasing  fuel  consumption  over  all  load  ranges,  which  is very
important for increasing  endurance and/or increasing available payload capacity
on UAVs.

The Company is exploring a  relationship  with another  small  company  which is
developing  rotary engines for use in generator sets for military and commercial
use,  and has applied for funding  from the DoD to begin  development  work on a
small rotary HFE.


                      PATENTS AND PROPRIETARY INFORMATION

The Company has  endeavored  to protect its  technology by filing for patents in
the U.S. and in those foreign countries in which it may be able to commercialize
the SCS. The most recent U.S.  patents for the SCS DI diesel  engine  technology
were issued in January 1999 and January  2001,  and the most recent U.S.  patent
for the SCS heavy fuel engine  technology  was issued in January 1999.  The name
"SONEX" was registered at the U.S. Patent and Trademark Office in 1987.

The Company has also developed a significant body of trade secrets,  proprietary
information  and know-how  relating to its  technology.  Although the principles
underlying  the SCS concept are  capable of being  understood  by experts in the
field,  management  believes  that  it  would  be  difficult  to  apply  the SCS
successfully to any given engine configuration  without the benefit of the trade
secrets, know-how and proprietary information owned by the Company.

Management  believes that the Company's business depends  substantially upon the
protection  afforded by its granted  and pending  patents,  as well as its trade
secrets, proprietary information and know-how. All contracts outside the Company
involving  any exchange of  confidential  technical  information  are made under
secrecy agreements approved by the Company's patent counsel. In addition, all of
the  management  and  technical  employees  of the Company are  required to sign
non-disclosure agreements respecting the Company's technology.


                              COMPETITION

The  Company  faces   significant   competition  from  the  extensive   research
departments  of the  world's  major  vehicle  and  engine  manufacturers.  These
companies  exercise a bias toward in-house  technologies over those developed by
independent  suppliers.  Competition also comes from several  independent engine
testing  and  consulting  firms  around the world  which are in the  business of
developing engine  technologies.  The Company's  competitors have  substantially
greater  financial,  technical  and marketing  resources  than does the Company.
Accordingly,  the  Company  cannot be sure that it will  have the  resources  or
expertise to compete successfully in the future.

Although the experience and financial  resources of its  competitors  far exceed
those of the Company,  management  believes that the SCS can provide significant
advantages over the competition in terms of low cost, improved performance,  and
simplicity.


                      SECRECY AND NON-DISCLOSURE

Due to the highly competitive nature of the engine industry,  in connection with
its  contracts  and/or  demonstration  programs  with  manufacturers,  Sonex  is
required to execute joint secrecy and disclosure agreements that, in most cases,
expressly  prohibit  the public  disclosure  of the names and other  significant
information about the participants and the current or proposed programs. Failure
by Sonex to maintain this strict level of  confidentiality  would jeopardize its
relationship with these organizations.



ITEM 2. DESCRIPTION OF PROPERTY


The Company's  principal  executive offices and testing facility are housed in a
single story building located at 23 Hudson Street,  Annapolis,  Maryland, 21401.
The facility is equipped with emissions and engine testing equipment and machine
shop and storage  facilities  necessary  to support the  laboratory.  Management
believes that this  facility is adequate and suitable for the Company's  present
needs,  and  that  all  of the  Company's  property  is  adequately  covered  by
insurance.  The building contains  approximately  6,000 square feet and is being
occupied  by the  Company  on a  month-to-month  basis  under  the  terms  of an
operating lease  agreement,  pursuant to which the property owner is required to
provide  thirty  days  notice if he wants the  Company to vacate  the  premises.
Management  will seek to  negotiate a new  long-term  lease for its  facility or
search for an  alternative  location  in the event that an  agreement  cannot be
reached for the existing  premises.  Management  believes that the resolution of
the  uncertainty  with respect to the facility  will not result in a significant
interruption in the operations of the Company.



ITEM 3. LEGAL PROCEEDINGS


As of the date of this  report,  management  is  aware  of no legal  proceedings
pending against the Company.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of 2003.



                                PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


                    PUBLIC TRADING OF COMMON STOCK

The Company's Common Stock currently is traded in the over-the-counter market on
the OTC Bulletin Board service under the symbol  "SONX".  The OTC Bulletin Board
is an electronic and screen-based quotation medium operated by NASDAQ. Quotation
information on OTC Bulletin Board stocks is available on  stockbrokers'  desktop
terminals.

The  high  and low  closing  prices  of the  Common  Stock,  obtained  from  the
historical pricing information  available on the NASDAQ website  www.nasdaq.com,
for each quarterly period since January 1, 2002 were as follows:


     Quarter ended:                      High       Low

        March 31, 2002                   $.23      $.14
        June 30, 2002                     .16       .06
        September 30, 2002                .30       .06
        December 31, 2002                 .26       .14
        March 31, 2003                    .24       .15
        June 30, 2003                     .22       .14
        September 30, 2003                .20       .11
        December 31, 2003                 .20       .10
        March 31, 2004                    .16       .09



        SHARES OUTSTANDING AND RESERVED FOR ISSUANCE; HOLDERS; DIVIDENDS


As of March 31, 2004,  there were  25,032,669  shares of Common Stock issued and
outstanding,   with   approximately  900  holders  of  record.  The  shares  for
approximately 1,800 additional beneficial owners of the Common Stock are held of
record (in "street name") by brokers, dealers, banks, and other entities holding
such  securities of record in nominee name or otherwise or as a participant in a
clearing agency  registered  pursuant to Section 17A of the Securities  Exchange
Act of 1934.

As of March 31, 2004, a total of 12,636,832 shares of Common Stock were reserved
for future issuance as follows: 4,400,000 shares issuable upon the conversion of
preferred  stock  outstanding;  4,733,907  shares  issuable upon the exercise of
options  granted  under the  Company's  Stock Option Plan (the  "Option  Plan");
1,330,425  shares for options  available  to be granted  under the Option  Plan;
500,000  shares  issuable upon the exercise of options  granted to the Company's
new president which are not part of the Option Plan;  200,000 shares issuable on
March 15, 2005 to the Company's new president upon continued employment; 992,500
shares  issuable  upon the  exercise of  outstanding  warrants;  420,000  shares
issuable in connection with a consulting  agreement;  and 60,000 shares issuable
upon the conversion of notes payable outstanding.

Presently the only securities  authorized for issuance under equity compensation
plans  relate to the Option  Plan and the option  granted to the  Company's  new
president which is not part of the Option Plan, which grant was made on February
23, 2004.  Detailed  information  as of December 31, 2003 with respect to Common
Stock  issuable  under the  Option  Plan,  including  activity  during  2003 and
weighted average exercise prices, is presented in tabular form in Note 14 to the
accompanying financial statements.

The  Company  has never paid cash  dividends  on its  Common  Stock and does not
expect to pay any cash dividends in the foreseeable future.


                  RECENT SALES OF UNREGISTERED SECURITIES

During 2003 the Company  issued no  securities  without  registration  under the
Securities Act of 1933 (the "Securities  Act"). In the first quarter of 2004 the
Company  issued  without  registration  under the Securities Act an aggregate of
3,440,000  shares of Common Stock in  connection  with the  execution of various
agreements for services,  officer,  director and employee compensation,  and the
satisfaction of liabilities for accrued compensation, as more fully described in
Note 17 to the  accompanying  financial  statements.  The  Company  views  these
issuances as  transactions  by an issuer not involving  any public  offering and
therefore as exempt from  registration  under  Sections  4(2) and/or 4(6) of the
Securities Act.

The  certificates   representing  such  shares  are  endorsed  with  a  standard
restrictive  legend stating that the shares have not been  registered  under the
Securities Act or in any state or other jurisdiction, and that no disposition of
the shares may be made unless pursuant to an effective registration statement or
upon  the  issuance  of an  opinion  of the  Company's  legal  counsel  that the
disposition  may be made  pursuant to a valid  exemption  from any  registration
requirements.



ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS


Note:  Statements  made  in the  following  discussion  which  express  beliefs,
expectations,  or intentions, as well as those that are not historical fact, are
"forward-looking"  statements  that are  subject  to  risks,  uncertainties  and
assumptions.  Our actual  results,  performance  or  achievements  could  differ
materially  from those  expressed in any such  forward-looking  statements  as a
result of a variety of factors,  including the risks and uncertainties  referred
to under the "Caution Regarding  Forward-Looking  Statements" and "Risk Factors"
sections in Item 1 of this report.



                 ACCUMULATED LOSSES; SOURCES OF CAPITAL

Since its inception in 1980, the Company has generated  cumulative net losses of
approximately  $23 million and anticipates  continuing to incur operating losses
for the foreseeable future.  Operating results have fluctuated  significantly in
the past on an annual and  quarterly  basis,  and are  expected  to  continue to
fluctuate  significantly from quarter to quarter for the foreseeable future. The
business  historically has not generated sufficient cash flow to fund operations
without resorting to external sources of capital.  The Company does not have any
bank financing arrangements.  Operating funds have been raised primarily through
the sale of  equity  securities  in both  public  and  private  offerings,  with
development and demonstration contract revenues also providing limited operating
cash.

The  Company  historically  has  derived  the  majority  of  its  revenues  from
engineering and development funding provided by established companies willing to
assist the Company in the  development of its SCS technology and, more recently,
from  government  sources.  In  2002  and  2003,  however,   revenues  increased
substantially,  providing  cash to fund the majority of the Company's  operating
expenditure requirements. During 2002 and 2003 the Company's only customers were
branches of the U.S. government and military or their prime contractors. In 2004
revenues  from  government  sources  are  expected,  although  there  can  be no
assurance,  to  provide a  significant  portion  of the cash  necessary  to fund
operations.


                      FINANCIAL POSITION AND LIQUIDITY

The Company  operated under severe cash flow  difficulties  for extended periods
during 2001 and 2002, prompting its two officers to voluntarily and at their own
discretion  defer  receipt of payment of  significant  portions of their current
wages to reduce the Company's monthly cash requirements.  With the generation of
cash flow from revenues earned under contracts awarded to the Company during the
second half of 2002,  some of the amounts owed to the  Company's  officers  were
repaid  in  December  2002.  Also at that  time  the  Company's  officers  began
receiving  their current  wages.  During the first quarter of 2003 the Company's
chief  executive  officer once again began  deferring  some of his current wages
and, since April 2003, he has deferred all of his current wages.  As of December
31, 2003,  total such wages payable to the Company's  chief  executive and chief
financial officers were $190,157 and $86,403, respectively.

The continued  deferral of portions of current  wages by the Company's  officers
cannot be expected to continue indefinitely, and the Company will be required to
pay amounts outstanding as soon as cash flow permits. Similarly, the Company has
accumulated significant unpaid consulting fees, the majority of which amounts as
of December 31, 2003 (a total of $122,732) are payable to two  individuals.  The
amount and timing of payments  for unpaid  compensation  owing to the  Company's
officers  and  its  consultants  will be  determined  at the  discretion  of the
Company's  officers;  however,  all such  unpaid  compensation  is payable  upon
demand.

As of March  31,  2004,  the  Company  had  available  cash and  equivalents  of
approximately $22,000 and accounts receivable, including contract costs incurred
but not yet billed, of approximately  $91,500. The Company hopes, although there
can be no  assurance,  that it will  receive a  follow-on  award to its  largest
current military contract in the near future.

Management  recognizes that the Company's history of operating losses,  level of
available funds, and revenue from current and future  contracts,  in relation to
projected  expenditures,  raise substantial doubt as to the Company's ability to
commence generation of significant  revenues from the  commercialization  of the
SCS and ultimately achieve profitable operations.  Accordingly, the Company will
continue to minimize its  operating  expenditures  through a number of measures,
including,  as  necessary,  the  deferral  by its  officers of portions of their
salaries as described in the notes to the accompanying financial statements.

In 2003 the Company  began  taking  steps to focus on  business  re-positioning,
strengthening  its internal  capabilities,  and  planning  for growth,  engaging
consultants  to assess  its  technologies  and  business  model  and to  suggest
approaches for strategic alliances and  commercialization  services.  Management
concluded that significant  personnel and financial  resources will be required.
The  application  of personnel  and  financial  resources,  however,  is greatly
constrained by the Company's liquidity problems and lack of capital.

In late February 2004 the Company hired a new president whose initial focus will
be to develop and implement an updated  business plan, the primary goal of which
is  to  transition  Sonex  from  a  research  and  development  company  into  a
technology,   commercialization,  and  manufacturing  enterprise.  There  is  no
assurance,  however,  that the Company will be able to complete and implement an
updated business plan.

Based upon  available  resources,  current and projected  spending  levels,  and
expected revenue from current and anticipated contracts, management believes the
Company will have sufficient capital to fund operations until approximately June
30,  2004.  The  Company's  prospects  beyond that time are  dependent  upon its
ability to enter into significant  funded contracts for the further  development
of its SCS technology,  establish joint ventures or strategic  partnerships with
major industrial concerns, or secure a major capital infusion.

In the event  sufficient  funding is not  available  through the  generation  of
revenues  or from  external  sources,  the Company  would have to  substantially
reduce  the level of its  operations.  Such a  reduction  could  have a material
adverse effect on the Company's  relationships  with government funding sources,
strategic partners and potential customers.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern,  which  contemplates  continuity  of
operations,  realization  of  assets  and  satisfaction  of  liabilities  in the
ordinary course of business.  The propriety of use of the going concern basis is
dependent upon, among other things, the Company's ability to generate sufficient
revenue and ultimately achieve profitable operations.  These uncertainties raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The accompanying financial statements do not include any adjustments relating to
the  recoverability  of the carrying amounts of recorded assets or the amount of
liabilities that might result from the outcome of these uncertainties.


                 SALARY DEFERRALS BY OFFICERS AND EMPLOYEES

In order to help  conserve  the  Company's  limited cash  resources,  all of the
Company's  current  and  former  officers  and  certain of the  Company's  other
employees  for several  years have  voluntarily  deferred  receipt of payment of
significant  portions of their authorized  annual salaries at the request of the
Board of  Directors.  A written  agreement  between  these  individuals  and the
Company  was first  executed  in 1992 in  connection  with an  indispensable  $2
million  private  investment made by a venture capital group in exchange for the
issuance of a new class of convertible  preferred stock. The individuals who are
parties to this  agreement  have consented to the deferral of payment of amounts
so accumulated  until the Company has received  licensing revenue of at least $2
million or at such earlier date as the Board of  Directors  determines  that the
Company's cash flow is sufficient to allow such payment.  Since January 1, 1997,
however, there has been no further deferral of salary requested of the Company's
non-officer  employees.  The conditions that would require repayment of deferred
amounts have yet to occur.

At the  conclusion  of a legal  challenge by two former  officers of the Company
initiated  in  1993  demanding  full  payment  of  deferred  salaries  upon  the
termination of their  employment,  in 1996 the Maryland Court of Special Appeals
rejected this demand and ruled that the written agreement to defer  compensation
was a valid and enforceable contract.



                          RESULTS OF OPERATIONS

Condensed comparative results:

[Note: In order to conform to the classifications  used in 2003, certain amounts
for 2002 and 2001 presented in prior years as research and development  expenses
(R&D) have been  reclassified to cost of revenue,  and interest charges included
in prior  years as General and  Administrative  (G&A) have been  presented  as a
separate line item.  The net loss for each period does not change as a result of
these reclassifications.]


                                              2003         2002         2001
                                           ----------   ----------   ----------

  Total revenue                            $  923,813   $  471,912   $  245,291
                                           ----------   ----------   ----------

       Cost of revenue                        689,278      299,360      179,286
       R&D expenses                           208,201      192,358      420,661
       G&A expenses                           423,239      301,215      333,260
       Interest expense                        11,815        3,378        3,839
                                           ----------   ----------   ----------
         Total expenses                     1,332,533      796,311      937,046
                                           ----------   ----------   ----------

         Net loss from operations            (408,720)    (324,399)    (691,755)

       Investment income                        3,242        2,759        1,400
                                           ----------   ----------   ----------

         Net loss                          $ (405,478)  $ (321,640)  $ (690,355)
                                           ==========   ==========   ==========

The net loss for 2003 is $83,838,  or 26%, higher than the net loss for 2002, as
a significant  increase in revenue was offset in part by higher  associated cost
of revenue and higher G&A  expenses,  primarily due to higher  personnel  costs.
With the award of several significant  contracts during the second half of 2002,
revenue nearly doubled in 2003 versus the prior year, with related  increases in
expenses to support the increase in business.  Total  expenses  were higher than
would be  expected  with the  increase  in revenue  because in 2003 the  Company
changed its method of accounting for  stock-based  compensation  as described in
the accompanying  financial  statements,  resulting in an increase of $59,729 in
total charges for stock-based  compensation,  from $30,965 in 2002 to $90,694 in
2003.

The net loss for 2002 is $368,715,  or 53%, lower than the net loss for 2001, as
a significant  increase in revenue and an overall  reduction in personnel  costs
were offset in part by higher associated cost of revenue.

The Company's  revenues consist of funding  received for technology  development
and demonstration  contracts entered into with commercial or  defense/government
entities.  Management is unable to predict  future  changes to  development  and
demonstration contract revenue because the amounts earned to date under previous
contracts have been  determined  through  negotiations  with such entities based
upon the level of effort  required and the level of funding that each entity has
been willing to commit. Management anticipates, however, that future revenue may
also include consulting fees earned while working together with manufacturers to
optimize  the  results  achieved on a  particular  manufacturer's  engine,  and,
ultimately,  license fees and royalty  revenue once the Company's  technology is
placed into  production  engines by  manufacturers.  The future  amounts of such
other types of revenue cannot be reasonably estimated.

Cost of revenue  primarily  consists of direct  labor  charges and other  direct
expenditures,  including those for consulting  services,  attributable to funded
programs, and allocated labor overhead charges.


Comparison of 2003 to 2002

Total revenue increased  $451,901,  or 96%, from 2002 to 2003. During the second
half of 2002 the Company was awarded two significant contracts and a significant
subcontract  from  branches of the U.S.  government  and military or their prime
contractors,  with the  majority of revenues  from two of these  projects  being
recognized in 2003.  Revenue for 2002 also included  Department of Defense (DoD)
and other government revenue from four smaller contracts.

The  following  is a listing of the three major  projects  received in late 2002
which continued into 2003. Detailed  discussions of each program are provided in
Item 1 of this report.


      Subcontract  awarded by  Science  Applications  International  Corporation
      (SAIC),  a large DoD prime  contractor,  for  development of the Company's
      heavy fuel technology for military applications.  Awarded third quarter of
      2002. Initial funding of $200,000, later increased by $81,947.  Completion
      in 2003.

      Prime contract  awarded by the Defense Advanced  Research  Projects Agency
      (DARPA) for heavy fuel technology  development.  Awarded fourth quarter of
      2002. Total funding of $744,246. Completion in 2004.

      Subcontract  awarded by Compact  Membrane  Systems,  Inc.  (CMS) under its
      prime  contract  from the U.S.  Department  of  Energy  (DOE)  for a Small
      Business  Innovation  Research  (SBIR)  Program,  Phase II project for the
      Company's diesel emission reduction technology.  Awarded fourth quarter of
      2002.  Total award to Sonex of $458,862,  of which $100,000 is cost-shared
      (funded) by Sonex. Completion expected in 2004.


Revenues from the DARPA and CMS programs totaled $780,099 and represented 81% of
total  revenues  recognized  in  2003,  while  revenues  from  all  three of the
government  projects  totaled  $391,155 and  represented  83% of total  revenues
recognized in 2002.


The following table summarizes  defense/government revenue recognized in each of
the past three years:

                                              2003         2002         2001
                                           ----------   ----------   ----------


       DARPA                               $  522,397   $  109,024
       CMS                                    227,691       55,884   $   20,000
       SAIC                                    55,700      226,247
       Other DoD                              118,025       80,757      125,291
                                           ----------   ----------   ----------

                                           $  923,813   $  471,912   $  145,291
                                           ==========   ==========   ==========

The potential  revenue remaining to be recognized during 2004 in connection with
the DARPA and CMS  programs  is $69,991  and  $100,462,  respectively.  Although
management  anticipates  that each program will be funded for the entire  amount
awarded to date, there is no assurance that this will be the case.

Cost of revenue  increased from $299,360 in 2002 to $689,278 in 2003 as a result
of the increased  revenue  generated in 2003. As more contracts were secured,  a
higher  percentage of R&D (direct  labor)  personnel's  time was spent on funded
contracts in 2003 versus 2002,  with the  associated  charges being  recorded as
cost of revenue rather than R&D. On the whole, a higher  percentage of total R&D
costs were classified as cost of revenue in 2003 (77%) as opposed to 2002 (61%),
as new hires in 2002 and 2003 were  brought  on to work  almost  exclusively  on
funded contracts.  The increased  workload also resulted in higher direct costs,
including  consulting  fees  with  the  engagement  of  a  program  manager  and
specialized  technical  consultants,  associated  with funded  contracts in 2003
versus 2002.


Comparison of 2002 to 2001

Total revenue increased $226,621,  or 92%, from 2001 to 2002. As described under
"Comparison of 2003 to 2002" section  above,  during the second half of 2002 the
Company was awarded two significant contracts and a significant subcontract from
branches of the U.S.  government and military or their prime contractors,  while
there  were no  revenues  in  2002  from  commercial  contracts.  DoD and  other
government  revenue for 2001 came from four  contracts,  three of which were for
development of the Company's  heavy fuel  technology for military  applications.
The three contracts in 2001 for military applications all were completed in that
year, while work on the fourth contract from the government  extended into early
2002.

Progress on commercial  applications  of the Company's  diesel engine  emissions
reduction  technology slowed considerably in 2002, but outcomes in 2003 and 2004
from two of the new defense/government  projects are expected to be transferable
to commercial  applications.  All of the revenue from  commercial  contracts for
2001 was earned in connection with the Company's diesel engine piston technology
under a program with a foreign engine  manufacturer  for a feasibility  study of
the Company's SCAI  technology in diesel truck  engines.  There was no follow-on
work with this manufacturer once the program was completed.

Cost of revenue increased from 2001 to 2002 as a result of the increased revenue
generated in 2002. As more  contracts were secured,  a higher  percentage of R&D
(direct  labor)  personnel's  time was spent on funded  contracts in 2002 versus
2001, with the associated  charges being recorded as cost of revenue rather than
R&D. On the whole,  a higher  percentage  of total R&D costs were  classified as
cost of revenue in 2002  (61%) as  opposed to 2001  (27%),  as new hires in 2002
were brought on to work almost  exclusively on funded  contracts.  The increased
workload also resulted in higher direct costs  associated with funded  contracts
in 2002 versus 2001.


Research and development (R&D) expenses:


                                              2003         2002         2001
                                           ----------   ----------   ----------

Personnel:
  Employee compensation                    $  391,967   $  255,443   $  335,605
  Taxes & benefits                             60,406       30,491       54,730
  Stock option compensation                    28,442
  Consulting fees                             208,290       44,008       64,587
                                           ----------   ----------   ----------

  Total personnel                             689,105      329,942      454,922

Project parts and supplies                     97,907       66,532       28,116
Occupancy                                      51,469       46,151       47,591
Depreciation, patent amortization
  and write-off of abandoned patents           39,677       35,133       52,326
Patent maintenance and renewal fees            12,204        8,022        7,243
Other expenses                                  7,117        5,938        9,749
                                           ----------   ----------   ----------

  Total R&D expenses                          897,479      491,718      599,947

Less amounts classified as cost of revenue:
  Personnel                                  (489,072)    (180,928)    (114,975)
  Labor overhead                             (128,053)     (61,997)     (59,698)
  Project parts and supplies                  (68,049)     (55,637)      (3,598)
  Other expenses                               (4,104)        (798)      (1,015)
                                           ----------   ----------   ----------

  Net R&D                                  $  208,201   $  192,358   $  420,661
                                           ==========   ==========   ==========

The following  analysis is based on a comparison of total R&D expenses as listed
above before deduction of amounts classified as cost of revenue.


Comparison of 2003 to 2002

Total R&D expenses increased by $405,761,  or 83%, from 2002 to 2003,  primarily
as a result of a significant increase in personnel costs, as well as an increase
in parts and supplies.

Personnel costs  increased by $359,163,  or 109%, from 2002 to 2003 due in large
part to an increase in the number of personnel,  including consultants, hired in
response to the increase in business activity in 2003. A portion of the increase
related  to the  Company's  change  in  method  of  accounting  for  stock-based
compensation in 2003,  resulting in charges of $28,442 in 2003 and none in 2002.
Additionally,  bonus awards were higher,  primarily  because the Company's Chief
Scientist and CEO was granted a bonus of $25,000 in 2003 versus none in 2002.

The increase in consulting fees reflects  increased time spent by the consultant
who serves as program  manager (the same  individual who serves as the Company's
director of business  development - see G&A  discussion)  as well as the charges
for a fuel  injection  system  consultant.  The  increase  in project  parts and
supplies  relates to greater  purchases  to support the new  contracts.  Project
parts and supplies  expense  includes  motor fuel,  engine parts and other items
used  or  consumed  in  engine  testing  and in the  machine  shop,  as  well as
fabrication services.

Occupancy expenses,  primarily rent, have remained relatively consistent for the
past several years primarily  because the monthly  facility rent has not changed
since March 2000. The slight increase from 2002 to 2003 reflects the increase in
business  activity in 2003.  Rent expense is allocated 80% to R&D and 20% to G&A
based on the proportionate share of floor space devoted to each category.

Total  depreciation,  patent  amortization,  and patent write-offs  increased by
$4,544,  or 13%,  from  2002 to 2003.  The  largest  component  is  depreciation
expense,  which  increased from $17,956 in 2002 to $22,565 in 2003 as there were
more equipment additions made in 2003 and 2002 than in recent years.


Comparison of 2002 to 2001

Total R&D expenses decreased by $108,229,  or 18%, from 2001 to 2002,  primarily
as a result of a significant  decrease in personnel costs, as well as a decrease
in patent write-offs, offset in part by an increase in parts and supplies.

Personnel costs decreased by $124,980,  or 27%, from 2001 to 2002 due in part to
large staff reductions,  including consultants, at the end of 2001 and the start
of 2002.  The increase in the number and size of funded  contracts  from 2001 to
2002, however,  resulted in the hiring of additional personnel during the second
half of 2002,  thereby  partially  offsetting the overall  decrease in personnel
costs resulting from the earlier reductions in staff.

The decrease of $80,162, or 24%, in employee  compensation was mostly due to the
changes in staffing  levels and to the fact that the Company's  Chief  Scientist
and CEO was awarded a bonus of $25,000 in 2001 but none in 2002. The decrease of
$24,239,  or 44%, in payroll  taxes and employee  benefits  from 2001 to 2002 is
related  to the  lower  total  payroll  as well as  significantly  lower  health
insurance  costs  because  health  insurance  coverage for the  Company's  Chief
Scientist and CEO was discontinued in early 2002 when he turned 70 years old.

The overall  decrease of $20,579,  or 32%, in consulting  fees from 2001 to 2002
resulted from two major factors. At the end of 2001 the Company discontinued its
consulting  agreement with the  individual  residing in Europe who served as R&D
Supervisor and International Liaison Officer. This individual was compensated in
the form of restricted  stock and cash, with related charges totaling $62,587 in
2001. (The Company  measures  compensation  for stock issued for services at the
market price on the date of award or at the agreed-upon  value of the services.)
This  decrease  was  offset  in part by an  increase  in fees  for  consultants,
primarily for those working on funded contracts, of $41,714, from $2,000 in 2001
to $43,714 in 2002 as a result of the new contracts  obtained  during the second
half of 2002.  These  consulting  fees were for time spent by the consultant who
served as program  manager  (the same  individual  who  serves as the  Company's
director of business  development - see G&A  discussion)  as well as the charges
for a fuel injection system consultant.

Total project parts and supplies expense increased by $38,416 from 2001 to 2002,
as a result of the increase in the number and size of funded contracts from 2001
to 2002.  Project parts and supplies expense  includes motor fuel,  engine parts
and other items used or consumed in engine testing and in the machine shop.

Occupancy expenses,  primarily rent, have remained relatively consistent for the
past  several  years  except for an increase in the monthly  rent in March 2000.
Rent expense is allocated  80% to R&D and 20% to G&A based on the  proportionate
share of floor space devoted to each category.

Total  depreciation,  patent  amortization,  and patent write-offs  decreased by
$17,193,  or 33%, from 2001 to 2002. The largest component is patent write-offs,
which were lower by $19,830,  decreasing from $23,253 in 2001 to $3,423 in 2002.
Such write-offs  represent the charging to expense of the  unamortized  costs of
patents abandoned by the Company due to lack of expected  commercial  potential,
and  specifically  relate to older  patents  filed in small  countries.  Ongoing
patent  amortization  was  approximately  the same in 2002 versus 2001, as there
were no new  major  patents  granted  in 2002 for  which  amortization  of costs
capitalized in prior years would begin.  Depreciation expense increased slightly
from $15,441 in 2001 to $17,956 in 2002, as there were more asset additions made
in 2002 than in 2001.


General and administrative (G&A) expenses:

                                              2003         2002         2001
                                           ----------   ----------   ----------
Personnel:
  Employee compensation                    $  154,630   $  130,715   $  125,557
    Taxes & benefits                           11,558        8,916       10,352
    Stock option compensation                  62,252       30,965       42,120
    Consulting fees                           102,460       28,813       37,066
    Amortization of deferred compensation
       from grant of stock options                                       29,761
                                           ----------   ----------   ----------
    Total personnel                           330,900      199,409      244,856
  Occupancy                                    15,514       10,651       10,882
  Proxy solicitation & annual meeting          18,388       17,862       19,618
  Audit fees                                   20,350        9,180        9,450
  Legal fees                                    4,907       11,435        5,264
  Investor relations                                        19,942        1,520
  Stock transfer agent fees                     8,297        8,098        8,496
  Other expenses                               24,883       24,638       37,013
                                            ---------   ----------    ---------

    Total G&A                               $ 423,239   $  301,215    $ 333,260
                                            =========   ==========    =========
Comparison of 2003 to 2002

Total G&A expenses increased by $122,024,  or 41%, from 2002 to 2003,  primarily
as a result of a significant  increase in personnel  costs,  offset in part by a
reduction in investor relations charges.

Employee compensation  increased $23,915, or 18%, from 2002 to 2003 primarily as
a result of an increase  effective  January 1, 2003 in the annual salary (before
deferral) of the  Company's  chief  financial  officer and the hiring in 2003 of
part-time  clerical  help.  The  increase in stock  option  compensation,  which
includes   amounts  related  to  options  granted  to  consultants  and  outside
directors,  from 2002 to 2003 of $31,287 reflects the Company's change in method
in 2003 of accounting for stock-based  compensation.  With the change in method,
such charges in 2003 include the amortization over the related vesting period of
charges  associated  with  option  grants  made in prior years as well as in the
current  period,  while there would be no charges related to prior option grants
in the 2002  figure.  The option  charges for 2002  recorded  under the previous
method related entirely to consultants.

Occupancy  expenses,  primarily  rent,  increased  from 2002 to 2003 because the
figure for 2002 reflects an offset for sublease income,  which arrangement ended
in  2003.  Rent  expense  is  allocated  80% to R&D and 20% to G&A  based on the
proportionate share of floor space devoted to each category.


Consulting fees in total increased  $73,647 from 2002 to 2003 as the Company has
expanded its  marketing  and  commercialization  capabilities  in 2003 by hiring
specialized  consultants to provide business  advisory services in areas such as
strategic alliances,  federal marketing,  and government procurement assistance.
Total  professional  fees  (audit,  legal and investor  relations)  decreased by
$15,200,  or 37%, from 2002 to 2003,  reflecting  the  termination at the end of
2002 of the Company's  relationship  with an investor  relations firm engaged in
the second quarter of 2002. In addition,  a decline in legal services as well as
an  overaccrual  for  estimated  legal fees in 2002 which was  reversed  in 2003
resulted in  disproportionately  higher  charges  recorded in 2002 versus  2003.
These  decreases  were nearly offset by higher  auditing  fees,  which more than
doubled from 2002 to 2003 as the Company  changed  independent  accountants  for
2003 from a small local firm, which disbanded its public company audit practice,
to a larger regional firm.


Comparison of 2002 to 2001

Total G&A expenses decreased by $32,045, or 10%, from 2001 to 2002, as decreases
in personnel  costs and other  expenses  were  partially  offset by increases in
charges for investor relations services and professional fees.

Employee  compensation  increased  only $5,158,  or 4%, from 2001 to 2002, as an
increase in accrued  unused  vacation pay was offset in part by a decline in the
use of  part-time  clerical  help in 2002 as opposed  to 2001,  while the annual
salary and amount of bonus  awarded to the  Company's  chief  financial  officer
remained the same in both years.

Consulting  fees  in  total,  including  stock  option  compensation,  decreased
$19,408,  or 25%, from 2001 to 2002.  Charges for services by the individual who
serves as the Company's  director of business  development  (the same individual
who serves as a technical  program  manager)  decreased  $20,733,  or 30%,  from
$69,186  in 2001 to  $48,453  in 2002.  In 2002 and 2001 the  Company  paid this
consultant  part in cash and  part in stock  options  for  business  development
services.  Charges paid through  stock  options  totaled  $25,625 in 2002 versus
$42,120 in 2001. With the Company's  receipt of two significant  funded projects
during the second half of 2002,  this  individual  spent  nearly all of his time
serving as a program  manager,  resulting  in the decrease in charges to G&A for
business development services from 2001 to 2002.

A further  decrease from 2001 to 2002 of $10,000 in  consulting  fees related to
the former president of the Company,  who was engaged on a part-time basis under
a consulting agreement that provided for quarterly  compensation of $5,000. This
arrangement  was  terminated  by  mutual  agreement  effective  June  30,  2001,
resulting  in  charges of $10,000  in 2001.  At the end of  September  2001 this
individual  resigned  from the position of president but remains on the Board of
Directors. In December 2001 he agreed to waive payment of the fees for 2001; the
Company  accounted for this  transaction by crediting the same amount to paid-in
capital.

These  decreases were offset in part by charges of $11,325 for services by other
consultants engaged for the first time in 2002. Such services primarily were for
accounting and computer assistance, as well as for business strategy services.

Amortization  of deferred  compensation  from grant of stock options  represents
annual  non-cash  charges in connection  with a below-market  option to purchase
stock owned by the Company's  principal  shareholder  granted in 1997 to the new
president  of the  Company  in  order  to  induce  him to  take  that  position.
Amortization of the related charges has been recorded over the five-year vesting
period of the option,  with the final portion of $29,761  having been charged to
expense in 2001.

Occupancy  expenses,  as well as proxy solicitation and annual meeting expenses,
remained relatively  unchanged from 2001 to 2002. Rent, the primary component of
occupancy  expenses,  is  allocated  80% to R&D  and  20%  to G&A  based  on the
proportionate share of floor space devoted to each category.

The Company recorded higher legal fees in 2002 versus 2001 as estimates of legal
fees  charged to expense  were found to have  exceeded  actual  billings  once a
statement was received from the Company's  securities legal counsel. The Company
had  underestimated  charges  for  2001  and  overestimated  charges  for  2002,
resulting in disproportionately higher charges recorded in 2002 versus 2001.

Charges for investor relations  services increased  substantially from $1,520 in
2001 to $19,942 in 2002  because  during the second  quarter of 2002 the Company
engaged  the  services  of an  investor  relations  firm for the first time in a
decade.  This relationship was terminated effective December 31, 2002.



                      CRITICAL ACCOUNTING POLICIES

A complete summary of significant accounting policies implemented by the Company
is presented in Note 2 to the  accompanying  financial  statements.  The Company
considers  the  following  policies  included  in that  summary  to be  critical
accounting policies:

Patents:  The  costs  associated  with the  filing of  patent  applications  are
deferred.  Amortization is recorded on a straight-line  basis over the remaining
legal life of  patents,  commencing  in the year in which the patent is granted.
Costs  related to patent  applications  which  ultimately  fail to result in the
grant of a patent,  as well as the unamortized costs of patents abandoned by the
Company due to lack of expected commercial potential,  are charged to operations
at the time such determination is made.

Revenue   recognition:   Revenue  derived  from  development  and  demonstration
contracts is recognized upon the Company's  completion of the milestones  and/or
submission of progress reports specified in each contract. Development contracts
are executed for funding supplied by a United States Government or Department of
Defense  (the  "Government")  agency or prime  contractor  for  proof-of-concept
demonstration  programs.  Revenue and costs for these contracts that require the
Company to provide  stipulated  services for a fixed price have been  recognized
using the  percentage-of-completion  method of accounting  by relating  contract
costs  incurred  to  date to  total  estimated  contract  costs  at  completion.
Contracts which are based on costs incurred are subject to post-award  audit and
potential price  redetermination.  In connection with contracts in progress, any
excess of billings over costs  incurred plus  estimated  profit is recorded as a
current liability, while any excess of costs incurred plus estimated profit over
billings is recorded as a current asset, at the financial statement date. In the
opinion of management,  adjustments,  if any, on completed  contracts  would not
have a material adverse effect on the Company's financial position or results of
operations. Commercial development contracts are executed in situations in which
an engine  manufacturer  is willing to provide  funding to partially  offset the
development  costs  incurred by the Company in applying its technology to one of
the manufacturer's engines. Generally,  commercial development contracts require
the Company to demonstrate that the  manufacturer's  engine,  when modified with
the Company's  technology,  can meet certain emissions reduction and performance
goals specified in the contract. In addition,  these contracts sometimes provide
that  payment of part of the  contract  amount  will be made only if the Company
meets the  specified  goals.  The  Company  is not  required  to repay any funds
received in connection with its development contracts.



                      ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS


A summary of recent  accounting  pronouncements  is  presented  in Note 2 to the
accompanying financial statements.

As of January 1, 2003,  the Company  adopted  Statement of Financial  Accounting
Standards  (SFAS) No. 123 - "Accounting  for  Stock-based  Compensation",  which
provides  for the fair value  based  method of  accounting  to be applied to the
Company's stock option grants and other equity-based compensation.  SFAS No. 148
- "Accounting for Stock-based Compensation Transition and Disclosure", issued in
December 2002, amends SFAS No. 123 to provide  alternative methods of transition
for a voluntary  change to the fair value based method of  accounting  for stock
options and other equity-based employee compensation.  The Company has chosen to
apply the "modified  prospective  method" of SFAS No. 148 pursuant to which fair
value based stock option  compensation costs for 2003 have been recognized as if
the  fair  value  based  method  had  been  used to  account  for  all  employee
equity-based awards made in prior periods as well as the current period.

Prior to 2003 the  Company  accounted  for  stock-based  compensation  using the
intrinsic value method  prescribed in Accounting  Principles Board (APB) Opinion
No.  25 -  "Accounting  for  Stock  Issued  to  Employees".  Under  APB No.  25,
compensation  cost is measured as the excess, if any, of the quoted market price
of the  Company's  stock  at the date of grant  over the  exercise  price of the
option  granted.  Compensation  cost for stock  options,  if any, is  recognized
ratably over the vesting period.

The  adoption  by the Company in fiscal  2004 of new  accounting  pronouncements
which have a delayed effective date is not expected to have a material impact on
its financial statements.




ITEM 7. FINANCIAL STATEMENTS


Index to financial statements:

   Reports of independent accountants

   Financial statements:

     Balance sheets as of December 31, 2003 and 2002
     Statements of operations and accumulated deficit for the three years
       ended December 31, 2003
     Statements of paid-in capital for the three years ended December 31, 2003
     Statements of cash flows for the three years ended December 31, 2003
     Notes to financial statements



                         REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and
Stockholders of Sonex Research, Inc.

We have audited the  accompanying  balances sheet of Sonex  Research,  Inc. (the
"Company")  as of December  31, 2003 and 2002,  and the  related  statements  of
operations and accumulated deficit, paid-in capital and cash flows for the years
ended December 31, 2003 and 2002,  respectively.  These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Sonex  Research,  Inc. as of
December 31, 2003 and 2002, and the results of its operations and its cash flows
for the years ended December 31, 2003 and 2002, respectively, in conformity with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  described  in  Note 3 to the
financial  statements,  the Company's ability to generate sufficient revenue and
ultimately  achieve profitable  operations  remains  uncertain.  The Company has
incurred  significant  net losses  since its  inception.  The  Company's  future
prospects  depend upon its ability to  demonstrate  commercial  viability of its
products and ultimately achieve profitable  operations,  which raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans in regard to these  matters are also  described  in Note 3. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

As described in Notes 2 and 14 to the financial statements,  in 2003 the Company
changed its method of accounting for stock-based compensation.


HAUSSER + TAYLOR LLC

Cleveland, Ohio
April 2, 2004








                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and
Stockholders of Sonex Research, Inc.


We have  audited the  accompanying  statements  of  operations  and  accumulated
deficit,  paid-in capital and cash flows for the year ended December 31, 2001 of
Sonex  Research,  Inc.  (the  "Company").  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  results  of  operations  and cash  flows of Sonex
Research,  Inc.  for  the  year  ended  December  31,  2001 in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  described  in  Note 3 to the
financial  statements,  the Company's ability to generate sufficient revenue and
ultimately  achieve profitable  operations  remains  uncertain.  The Company has
incurred  significant  net losses  since its  inception.  The  Company's  future
prospects  depend upon its ability to  demonstrate  commercial  viability of its
products and ultimately achieve profitable  operations,  which raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans in regard to these  matters are also  described  in Note 3. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



C. L. STEWART & COMPANY

Annapolis, Maryland
April 10, 2002











                              SONEX RESEARCH, INC.
                                 BALANCE SHEETS

                                                             December 31,
                                                     --------------------------
                                                          2003          2002
                                                     ------------  ------------
                           ASSETS
Current assets
  Cash and equivalents                               $     7,616   $    105,998
  Accounts receivable                                    161,045         64,702
  Prepaid expenses                                        12,276         25,814
  Loans to officers and employees (Note 4)                20,000         22,500
                                                     -----------   ------------
      Total current assets                               200,937        219,014

Patents (Note 6)                                         202,518        203,623

Property and equipment (Note 7)                          103,005         58,808
                                                     -----------   ------------

        Total assets                                 $   506,460   $    481,445
                                                     ===========   ============


        LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

Current liabilities
  Accounts payable and other accrued liabilities     $     23,904  $     36,322
  Short-term lines of credit (Note 9)                      22,473
  Deferred revenue - billings in excess of costs
    and estimated profits on contracts in progress
    (Note 8)                                               42,834        66,587
  Current portion of capital lease obligations             18,413         5,657
  Notes and interest payable to shareholders (Note 9)      67,751        37,327
  Accrued compensation and benefits (Note 10)             657,494       427,397
                                                     ------------  ------------
      Total current liabilities                           832,869       573,290
                                                     ------------  ------------

Capital lease obligations (Note 9)                        33,698         10,985
                                                     ------------  ------------

Deferred compensation (Note 11)                          965,450        906,856
                                                     -----------   ------------
Stockholders' equity/(deficit)
  Preferred stock, $.01 par value, 2,000,000
    shares authorized and issued, 1,540,001
    shares outstanding                                     15,400        15,400
  Common stock, $.01 par value, 48,000,000 shares
    authorized, shares issued and outstanding:
    21,592,669 in 2003 and 2002                           215,927       215,927
  Additional paid-in capital                           21,511,436    21,420,742
  Accumulated deficit                                 (23,046,389)  (22,640,911)
  Notes receivable from officers & employees (Note 5)     (21,931)      (20,844)
                                                     ------------  ------------
      Total stockholders' equity/(deficit)             (1,325,557)   (1,009,686)

Commitments (Note 16)
                                                     ------------  ------------

Total liabilities and stockholders' equity/(deficit) $    506,460  $    481,445
                                                     ============  ============


    The accompanying notes are an integral part of the financial statements.





                            SONEX RESEARCH, INC.
               STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT



                                               Year ended December 31,
                                      -----------------------------------------
                                          2003          2002           2001
                                      ------------  ------------   ------------
Revenue
     Defense/government               $    923,813  $    471,912   $    145,291
     Commercial                                                         100,000
                                      ------------  ------------   ------------
                                           923,813       471,912        245,291
                                      ------------  ------------   ------------

Costs and expenses
     Cost of revenue                       689,278       299,360        179,286
     Research and development              208,201       192,358        420,661
     General and administrative            423,239       301,215        333,260
     Interest expense                       11,815         3,378          3,839
                                      ------------  ------------   ------------
                                         1,332,533       796,311        937,046
                                      ------------  ------------   ------------

Net loss from operations                  (408,720)     (324,399)      (691,755)

Investment income                            3,242         2,759          1,400
                                      ------------  ------------   ------------

Net loss                                  (405,478)     (321,640)      (690,355)

Accumulated deficit
     Beginning of period               (22,640,911)  (22,319,271)   (21,628,916)
                                      ------------  ------------   ------------

     End of period                    $(23,046,389) $(22,640,911)  $(22,319,271)
                                      ============  ============   ============


Weighted average number of common
     shares outstanding                 21,592,669    21,495,529     20,224,090
                                        ==========    ==========     ==========


Net loss per share (basic and diluted)    $ (.019)      $ (.015)       $ (.034)
                                          =======       =======        =======


    The accompanying notes are an integral part of the financial statements.







                            SONEX RESEARCH, INC.
                        STATEMENTS OF PAID-IN CAPITAL

                         Price  Preferred stock   Common stock      Additional
                          per  ($.01 per share)  (.01 par value)      paid-in
                         share  Shares   Amount   Shares    Amount    capital
                         ----- -------- ------- ---------- -------- -----------

Balance, January 1, 2001      1,540,001 $15,400 19,479,868 $194,799 $20,927,437

March private placement    .25                     300,000    3,000      72,000
March for services         .25                      54,577      546      13,098
April private placement    .25                     125,000    1,250      30,000
June private placement     .20                     325,000    3,250      61,750
June for services          .29                      44,916      449      12,667
August payment of stock
 subscription              .20                      25,000      250       4,750
September for services     .25                      55,000      550      13,200
October private placement  .15                     750,000    7,500     105,000
December for services      .25                      53,308      533      12,794
December forgiveness of
 payables                                                                10,000
Stock option compensation                                                42,120
Amortization of deferred
 compensation from grant
 of stock options                                                        29,761
                              --------- ------- ---------- -------- -----------
Balance, December 31, 2001    1,540,001  15,400 21,212,669  212,127  21,334,577

March private placement    .15                     360,000    3,600      50,400
May for services           .25                      12,000      120       2,880
July for services          .25                       8,000       80       1,920
Stock option compensation                                                30,965
                              --------- ------- ---------- -------- -----------
Balance, December 31, 2002    1,540,001  15,400 21,592,669  215,927  21,420,742

Stock-based compensation                                                 90,694
                              --------- ------- ---------- -------- -----------
Balance, December 31, 2003    1,540,001 $15,400 21,592,669 $215,927 $21,511,436
                              ========= ======= ========== ======== ===========

    The accompanying notes are an integral part of the financial statements.




                          SONEX RESEARCH, INC.
                        STATEMENTS OF CASH FLOWS

                                                     Year ended December 31,
                                                -------------------------------
                                                   2003       2002       2001
                                                ---------  ---------  ---------
Cash flows from operating activities
 Net loss							$(405,478) $(321,640) $(690,355)
 Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities
  Depreciation                                     26,889     17,956     15,441
  Amortization of patents                          17,112     17,177     36,885
  Amortization of deferred compensation
    from grant of stock options                                          29,761
  Current charges paid in stock or options                    35,965     95,957
  Stock-based compensation                         90,694
  Accrued interest on loans to/notes
    from employees                                 (1,087)    (2,719)
  Accrued interest on notes to shareholder          3,307      1,327
  (Increase) decrease in accounts receivable      (96,343)   (26,874)   (20,488)
  (Increase) decrease in prepaid expenses          13,538        (32)     1,359
  Increase (decrease) in accrued liabilities      217,679    195,569    128,569
  Increase (decrease) in billings in excess of
     costs on contracts in progress               (23,753)    66,587
  Increase (decrease) in deferred compensation     58,594     48,912     47,100
                                                ---------  ---------  ---------
Net cash provided by (used in)
 operating activities                             (98,848)    32,228   (355,771)
                                                ---------  ---------  ---------
Cash flows from investing activities
  (Increase) decrease in loans to/notes
    from employees                                  2,500
  Acquisition of property and equipment           (20,333)    (1,869)    (3,664)
  Additions to patents                            (16,007)   (16,712)   (25,266)
                                                ---------  ---------  ---------
Net cash provided by (used in) investing
 activities                                       (33,840)   (18,581)   (28,930)
                                                ---------  ---------  ---------
Cash flows from financing activities
  Issuance of stock - private placements                      54,000    288,750
  Increase (decrease) in short-term lines
    of credit                                      22,473
  Issuance of notes payable to shareholders        85,000     36,000
  Payment of principal on notes to shareholders   (55,000)
  Payment of accrued interest on notes to
    shareholders                                   (2,883)
  Reduction of capital lease obligations          (15,284)    (1,004)
  Forgiveness of payables                                                10,000
                                                ---------  ---------  ---------
Net cash provided by (used in) financing
 activities                                        34,306     88,996    298,750
                                                ---------  ---------  ---------

Increase (decrease) in cash                       (98,382)   102,643    (85,951)

Cash at beginning of period                       105,998      3,355     89,306
                                                ---------  ---------  ---------

Cash at end of period                           $   7,616  $ 105,998  $   3,355
                                                =========  =========  =========

Non-cash transactions:
   Equipment acquired through capital
     lease obligations                          $  50,753  $  17,646
                                                =========  =========



    The accompanying notes are an integral part of the financial statements.





                          SONEX RESEARCH, INC.
                      NOTES TO FINANCIAL STATEMENTS


NOTE 1 - THE COMPANY

Sonex Research, Inc. has developed a proprietary technology,  known as the Sonex
Combustion  System  (SCS),  which  improves the  combustion  of fuel in internal
combustion  engines through  modification of the pistons in large engines or the
cylinder  heads  in small  engines.  The SCS  achieves  in-cylinder  control  of
ignition and  combustion  to increase fuel mileage of gasoline  engines,  reduce
emissions of diesel engines,  and permit small gasoline  engines to run on safer
diesel-type  fuels. The Company's  objective is to execute broad agreements with
engine and parts manufacturers for industrial production of SCS components under
license from Sonex.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Presentation of financial statements:  Certain  reclassifications have been made
to the financial statements of the prior years to conform to the classifications
used in 2003, most notably the  reclassification  of amounts in the Statement of
Operations from Research and Development to Cost of Revenue and from General and
Administrative to Interest Expense.

Cash and  equivalents:  The  Company's  By-Laws  restrict the types of permitted
investments to securities issued by the U.S. Treasury,  savings accounts insured
by the U.S.  Government,  or investment  companies that invest in obligations of
the U.S. Government or its agencies.  The Federal Deposit Insurance  Corporation
(FDIC) insures bank balances up to $100,000. At any point in time, the Company's
bank balances may exceed the FDIC  insurance  limit.  The Company  considers all
short-term,  highly liquid  investments  which are convertible  into cash within
three months or less to be cash equivalents.

Patents:  The  costs  associated  with the  filing of  patent  applications  are
deferred.  Amortization is recorded on a straight-line  basis over the remaining
legal life of  patents,  commencing  in the year in which the patent is granted.
Costs  related to patent  applications  which  ultimately  fail to result in the
grant of a patent,  as well as the unamortized costs of patents abandoned by the
Company due to lack of expected commercial potential,  are charged to operations
at the time such determination is made.

Property and equipment: Property and equipment is stated at cost or, in the case
of leased  equipment under capital leases,  at the present value of future lease
payments,  less  accumulated  depreciation.  Major renewals and  betterments are
capitalized  and ordinary  repair and  maintenance  expenditures  are charged to
operations in the year  incurred.  Depreciation  is computed  using the straight
line method over useful lives of three to seven years.

Revenue   recognition:   Revenue  derived  from  development  and  demonstration
contracts is recognized upon the Company's  completion of the milestones  and/or
submission of progress reports specified in each contract. Development contracts
are executed for funding supplied by a United States Government or Department of
Defense  (the  "Government")  agency or prime  contractor  for  proof-of-concept
demonstration  programs.  Revenue and costs for these contracts that require the
Company to provide  stipulated  services for a fixed price have been  recognized
using the  percentage-of-completion  method of accounting  by relating  contract
costs  incurred  to  date to  total  estimated  contract  costs  at  completion.
Contracts which are based on costs incurred are subject to post-award  audit and
potential price  redetermination.  In connection with contracts in progress, any
excess of billings over costs incurred is recorded as a current liability, while
any excess of costs  incurred over billings is recorded as a current  asset,  at
the financial statement date. In the opinion of management, adjustments, if any,
on completed contracts would not have a material adverse effect on the Company's
financial position or results of operations.

Commercial  development  contracts are executed in situations in which an engine
manufacturer is willing to provide  funding to partially  offset the development
costs  incurred  by  the  Company  in  applying  its  technology  to  one of the
manufacturer's engines. Generally,  commercial development contracts require the
Company to demonstrate that the  manufacturer's  engine,  when modified with the
Company's technology, can meet certain emissions reduction and performance goals
specified in the contract.  In addition,  these contracts sometimes provide that
payment of part of the  contract  amount will be made only if the Company  meets
the specified  goals. The Company is not required to repay any funds received in
connection with its development contracts.

Stock-based  compensation:  As of January 1, 2003, the Company adopted Statement
of Financial  Accounting  Standards (SFAS) No. 123 - "Accounting for Stock-based
Compensation"  issued by the Financial  Accounting Standards Board (FASB), which
provides  for the fair value  based  method of  accounting  to be applied to the
Company's stock option grants and other equity-based compensation.  SFAS No. 148
- "Accounting for Stock-based Compensation - Transition and Disclosure",  issued
in  December  2002,  amends  SFAS No.  123 to  provide  alternative  methods  of
transition  for a voluntary  change to the fair value based method of accounting
for stock options and other equity-based employee compensation.  The Company has
chosen to apply the  "modified  prospective  method" of SFAS No. 148 pursuant to
which  fair  value  based  stock  option  compensation  costs for 2003 have been
recognized  as if the fair value  based  method had been used to account for all
employee  equity-based  awards  made in  prior  periods  as well as the  current
period.


Prior to 2003 the  Company  accounted  for  stock-based  compensation  using the
intrinsic value method  prescribed in Accounting  Principles Board (APB) Opinion
No.  25 -  "Accounting  for  Stock  Issued  to  Employees".  Under  APB No.  25,
compensation  cost is measured as the excess, if any, of the quoted market price
of the  Company's  stock  at the date of grant  over the  exercise  price of the
option  granted.  Compensation  cost for stock  options,  if any, is  recognized
ratably over the vesting period.

Net loss per  share:  Net loss per share is  computed  based  upon the  weighted
average  number of  common  shares  outstanding  during  the  year.  Potentially
dilutive  securities,  which include convertible  preferred stock, stock options
and  warrants,  would serve to reduce the loss per share and,  accordingly,  are
excluded from the computation.

Use of estimates:  The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and  assumptions  that affect the amounts
reported in the financial  statements and notes.  Actual results may differ from
those estimates.

Major customers: During 2003 and 2002 the Company's only customers were branches
of the U.S.  government  and  military  or  their  prime  contractors.  Revenues
generated from two such customers under contracts-in-progress represented 81% of
total revenues in 2003.

Concentration  of credit risk:  The Company  maintains  part of its cash in bank
deposit  accounts at  financial  institutions.  At times,  the  balances in such
accounts may exceed the FDIC insurance  limitation of $100,000 per account.  The
Company's  accounts   receivable  at  December  31,  2003  consist  entirely  of
uncollateralized  customer  obligations  due under  normal  business  terms from
branches of the U.S.  government and military or their prime contractors.  Based
on  the  Company's  collection  experience  and  the  creditworthiness  of  such
customers,  management  concluded  that no allowance  for doubtful  accounts was
necessary.

New accounting  standards:  SFAS No. 148 issued in December 2002 also amends the
disclosure provisions of SFAS No. 123 and APB Opinion No. 28, "Interim Financial
Reporting." The Statement is effective for fiscal years beginning after December
15, 2002.

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  This  statement  amends and
clarifies  financial  reporting for derivative  instruments,  including  certain
derivative  instruments  embedded in other contracts and for hedging  activities
under  SFAS  No.  133,  "Accounting  for  Derivative   Instruments  and  Hedging
Activities."  This statement is effective for contracts entered into or modified
after June 30, 2003,  and for hedging  relationships  designated  after June 30,
2003.  The Company  currently has no derivative  instruments  and  undertakes no
hedging activities.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with Characteristics of both Liabilities and Equity." This statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both liabilities and equity. SFAS
No. 150 was originally to be effective for financial instruments entered into or
modified  after May 31, 2003, and otherwise was to be effective at the beginning
of the first interim  period  beginning  after June 15, 2003. In November  2003,
FASB issued FASB Staff  Position 150-3 which delays or defers  indefinitely  the
effective date of certain provisions of SFAS No. 150.

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation of Variable Interest  Entities",  an interpretation of Accounting
Research Bulletin No. 51. FIN 46 requires certain variable interest entities, or
VIEs, to be consolidated by the primary  beneficiary of the entity if the equity
investors  in the  entity  do not  have  the  characteristics  of a  controlling
financial  interest or do not have  sufficient  equity at risk for the entity to
finance its activities  without additional  subordinated  financial support from
other  parties.  FIN 46 is  effective  for all VIEs  created or  acquired  after
January 31, 2003.  For VIEs created or acquired  prior to February 1, 2003,  the
provisions  of FIN 46 must be applied  for the first  interim  or annual  period
beginning  after  June  15,  2003.  The  Company  currently  has no  contractual
relationship or other business relationship with a variable interest entity.

The adoption of the new  standards  did not, or is not  expected to,  materially
affect the Company's financial position and results of operations.


NOTE 3 - LIQUIDITY

Management  recognizes that the Company's history of operating losses,  level of
available funds, and revenue from current and future  contracts,  in relation to
projected  expenditures,  raise substantial doubt as to the Company's ability to
commence generation of significant  revenues from the  commercialization  of the
SCS and ultimately achieve profitable operations.  Accordingly, the Company will
continue to minimize its  operating  expenditures  through a number of measures,
including,  as  necessary,  the  deferral  by its  officers of portions of their
salaries as described in Notes 10 and 11.

Based upon  available  resources,  current and projected  spending  levels,  and
expected revenue from current and anticipated contracts, management believes the
Company will have sufficient capital to fund operations until approximately June
30,  2004.  The  Company's  prospects  beyond that time are  dependent  upon its
ability to enter into significant  funded contracts for the further  development
of its SCS technology,  establish joint ventures or strategic  partnerships with
major  industrial  concerns,  or secure a major  capital  infusion.  There is no
assurance  that the  Company  will be able to achieve  these  other  objectives;
therefore,  there  remains  substantial  doubt  about the  Company's  ability to
continue as a going concern.



NOTE 4 - LOANS TO OFFICERS AND EMPLOYEES

Loans to officers  and  employees  represent  the  remaining  balance of amounts
advanced in prior years for the  payment of income tax  liabilities  incurred by
these  individuals  upon their receipt of  compensation in the form of shares of
the Company's  common stock.  The loans,  which are  non-interest  bearing,  are
secured by deferred salaries payable to each of the borrowers.  The loans became
payable on December 31, 2003;  however, no payments have been made subsequent to
that date, nor has the Company demanded such payment.


NOTE 5 - NOTES RECEIVABLE FROM OFFICERS AND EMPLOYEES

In connection  with the exercise of warrants to purchase  shares of common stock
in June 2000, the Company  accepted notes  receivable  from its chief  financial
officer and two other employees  aggregating  $18,125.  The notes, payable on or
before June 30, 2005,  are secured by the shares  issuable  upon the exercise of
the warrants and deferred salaries payable to each of the individuals.  Interest
on the notes is  charged  at 6% per annum,  with a total of $3,806  having  been
accrued as of December 31, 2003.  Because these notes  receivable arise from the
issuance of common stock, the amounts are presented in the accompanying  balance
sheet as deductions from stockholders' equity/(deficit).


NOTE 6 - PATENTS

The costs  capitalized  by the Company in  connection  with the filing of patent
applications  consist  primarily of charges for services of patent attorneys and
filing fees paid to countries.  The net unamortized capitalized costs of patents
is comprised of the following:

                                                     December 31,
                                               ------------------------
                                                  2003          2002
                                               ----------    ----------

      Capitalized costs                        $  279,658    $  264,532
      Accumulated amortization                    (77,140)      (60,909)
                                               ----------    ----------

                                               $  202,518    $  203,623
                                               ==========    ==========


Amortization  of patent costs was $16,231 in 2003,  $13,754 in 2002, and $13,632
in 2001.  Annual patent cost  amortization  is expected to range from $15,000 to
$20,000 over the next five years.

The Company  continues to conduct its own research  and  development  activities
which  have  resulted  in   additional   patents.   Development   of  commercial
applications  of  certain  elements  of the SCS  has  commenced  and  management
believes  the  capitalized  cost of patents will be  recovered  through  revenue
derived from the  licensing of the  underlying  technology.  Management  closely
monitors the patent  application  process and other factors which may affect the
economic value of the Company's technology,  and reduces the capitalized cost of
patents  should  the  recovery  of such  costs  no  longer  be  sustainable.  In
connection  with  patents  abandoned  by the  Company  due to lack  of  expected
commercial  potential,  unamortized  costs of $881 in 2003,  $3,423 in 2002, and
$23,253  in  2001  were  charged  to  operations  and  reflected  as  additional
amortization in the accompanying financial statements.



NOTE 7 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                                     December 31,
                                               ------------------------
                                                  2003          2002
                                               ----------    ----------

      Shop equipment                           $  543,428    $  474,940
      Office equipment                             24,823        22,225
                                               ----------    ----------
                                                  568,251       497,165
      Accumulated depreciation                   (465,246)     (438,357)
                                               ----------    ----------

                                               $  103,005    $   58,808
                                               ==========    ==========

NOTE 8 - DEFERRED REVENUE

In connection  with contracts in progress,  the Company records the gross amount
of any excess of billings over costs  incurred and  estimated  profit or loss as
deferred revenue, a current  liability,  while any excess of costs incurred over
billings is recorded as a current asset. There were no contracts for which costs
and  estimated  profits  incurred  exceeded  billings as of December 31, 2003 or
2002. Deferred revenue is analyzed as follows:

                                                     December 31,
                                               ------------------------
                                                  2003          2002
                                               ----------    ----------

  Total billings                               $  674,255    $  401,858
  Costs incurred and estimated profit or loss    (631,421)     (335,271)
                                               ----------    ----------

  Deferred revenue                             $   42,834    $   66,587
                                               ==========    ==========


NOTE 9 - DEBT

Notes payable to shareholders:  In connection with a private  financing in March
2002 as detailed in Note 13, the Company issued a $6,000,  6% note to one of its
shareholders,  initially payable on June 30, 2002, that is convertible to equity
at the option of the holder.  The due date of the note has been extended several
times and is currently due on June 30, 2004.

In July 2002 the  Company  issued a  $30,000,  8% note to this same  shareholder
payable  initially on January 31, 2003. The due date of the note was extended to
September 30, 2003. The Company  issued a $50,000,  6% note in June 2003 to this
same  shareholder  payable  initially on December 31, 2003. The due date of this
note has been  extended to June 30, 2004. In July 2003 the Company paid the July
2002, 8%, $30,000 note in full, including all remaining unpaid interest.

In October 2003 the Company issued a $25,000,  short-term,  6% note to this same
shareholder, which note and related interest were paid in full in November 2003.
As of December 31, 2003, two notes to this  shareholder in the principal  amount
totaling  $56,000,  with accrued interest totaling $1,728,  remain  outstanding.
Payment  of both notes is secured by  Company  revenues.  In  December  2003 the
Company  issued a  $10,000,  short-term,  6% note to another  shareholder,  with
interest of $23 having accrued through  December 31, 2003.  Payment of this note
was secured by a specific  invoice for revenue billed in December 2003 under one
of the Company's contracts.  In January 2004 the Company paid this note in full,
including all accumulated interest.

Short-term lines of credit: In March 2003 the Company obtained a business credit
card from  Capital  One Bank with a credit  limit of $20,000 to  facilitate  the
purchase  of  equipment  and  materials.  Repayment  of  amounts  due  has  been
personally guaranteed by the Company's chief executive officer.  Balances accrue
interest  at a fixed  rate of 8.9%  per  annum.  In  October  2003  the  Company
refinanced  $18,050 then  outstanding  on this credit card by  transferring  the
balance to a new business  credit card from Fleet  National  Bank.  Repayment of
amounts due on this credit card,  which has a credit limit of $19,000,  also has
been personally guaranteed by the Company's chief executive officer. The account
has a promotional interest rate of 0% through June 2004, adjusting to prime rate
+ 6% thereafter. As of December 31, 2003, the outstanding balance on the account
with Fleet  National  Bank was  $17,550,  while the balance on the account  with
Capital One Bank was $4,923.

Capital  lease  obligations:  The Company has incurred  long-term  capital lease
obligations  in connection  with the  acquisition  of equipment in the following
amounts:

                                                     December 31,
                                               ------------------------
                                                  2003          2002
                                               ----------    ----------

        Total capital lease obligations        $   52,111    $   16,642
        Less: current portion                     (18,413)       (5,657)
                                               ----------    ----------

        Long-term portion                      $   33,698    $   10,985
                                               ==========    ==========


During 2003 the Company incurred new capital lease  obligations in the principal
amount of $50,753. The repayment of two four-year equipment lease obligations in
the  principal  amount of $46,598  included  in this  total has been  personally
guaranteed by the Company's  chief executive  officer.  As of December 31, 2003,
the aggregate  outstanding principal balance on these two leases obligations was
$37,949.


NOTE 10 - ACCRUED COMPENSATION AND BENEFITS

Accrued compensation and benefits consists of the following amounts:

                                                     December 31,
                                               ------------------------
                                                  2003          2002
                                               ----------    ----------

    Accrued wages and payroll taxes            $  299,635    $  235,515
    Accrued consulting fees                       150,181        31,737
    Accrued bonuses                               154,068        95,499
    Accrued vacation pay                           53,610        64,646
                                               ----------    ----------
                                               $  657,494    $  427,397
                                               ==========    ==========

The Company  operated under severe cash flow  difficulties  for extended periods
during 2001 and 2002, prompting its two officers to voluntarily and at their own
discretion  defer  receipt of payment of  significant  portions of their current
wages to reduce the Company's monthly cash requirements.  With the generation of
cash flow from revenues earned under contracts awarded to the Company during the
second half of 2002,  some of the amounts owed to the  Company's  officers  were
repaid  in  December  2002.  Also at that  time  the  Company's  officers  began
receiving  their current  wages.  During the first quarter of 2003 the Company's
chief  executive  officer once again began  deferring  some of his current wages
and, since April 2003, he has deferred all of his current wages.  As of December
31, 2003,  total such wages payable to the Company's  chief  executive and chief
financial officers were $190,157 and $86,403, respectively.

The continued  deferral of portions of current  wages by the Company's  officers
cannot be expected to continue indefinitely, and the Company will be required to
pay amounts outstanding as soon as cash flow permits. Similarly, the Company has
accumulated significant unpaid consulting fees, the majority of which amounts as
of December 31, 2003 (a total of $122,732) are payable to two  individuals.  The
amount and timing of payments  for unpaid  compensation  owing to the  Company's
officers  and  its  consultants  will be  determined  at the  discretion  of the
Company's  officers;  however,  all such  unpaid  compensation  is payable  upon
demand,  as these amounts are not subject to the terms of the Company's  written
agreement  with  current and former  personnel  to defer  payment of portions of
their compensation as described in Note 11.

In  December  of each year,  the  Company  awards  bonuses to its  officers  and
employees  with the  stipulation  that payment of such bonuses is to be deferred
until the Board of Directors  determines  that the Company's  cash resources are
sufficient to enable such payments.  In connection  with a private  placement in
March 2002 as detailed in Note 13, the Company paid  $22,500 of bonuses  accrued
as of December  31, 2001 and $4,500 of  consulting  fees accrued as of that date
through the conversion of such amounts to equity.  The amount of accrued bonuses
included  in the table  above that was  payable  to the  Company's  officers  at
December 31, 2003 is $122,500.  Payment of accrued bonuses is not subject to the
terms of the Company's  written  agreement with current and former  personnel to
defer payment of portions of their compensation as described in Note 11.

The Company's only liability to employees for future compensated absences is for
accrued but unused  vacation pay. The amount of vacation pay earned by employees
is determined by job classification and length of service. The amount of accrued
vacation included in the table above that was payable to the Company's  officers
at December  31, 2003 and 2002 was $49,200 and  $48,856,  respectively.  Accrued
vacation  compensation  is payable  upon  termination  of  employment,  and such
payments are not subject to the terms of the Company's  written  agreement  with
current and former personnel to defer payment of portions of their  compensation
as described in Note 11.



NOTE 11 - DEFERRED COMPENSATION

In order to help  conserve  the  Company's  limited cash  resources,  all of the
Company's  current  and  former  officers  and  certain of the  Company's  other
employees  for  several  years  voluntarily   deferred  receipt  of  payment  of
significant  portions of their authorized  annual salaries at the request of the
Board of  Directors.  A written  agreement  between  these  individuals  and the
Company  was first  executed  in 1992 in  connection  with an  indispensable  $2
million  private  investment made by a venture capital group in exchange for the
issuance of a new class of convertible  preferred stock as described in Note 13.
The individuals who are parties to this agreement have consented to the deferral
of payment of amounts so  accumulated  until the Company has received  licensing
revenue of at least $2 million or at such earlier date as the Board of Directors
determines that the Company's cash flow is sufficient to allow such payment.

Deferred compensation outstanding is payable to the following classifications of
personnel:

                                                     December 31,
                                               ------------------------
                                                  2003          2002
                                               ----------    ----------

 Current officers                              $  641,749    $  574,249
 Current employees                                 12,504        12,504
 Former officers, employees and consultants       311,197       320,103
                                               ----------    ----------

                                               $  965,450    $  906,856
                                               ==========    ==========

The amount reported above for deferred  compensation payable to current officers
as of December  31, 2003  consists of $486,423  payable to the  Company's  chief
executive  officer and $155,326  payable to its chief financial  officer.  As of
January 1, 2004, the Company's chief executive officer is being compensated as a
consultant  rather  than a salaried  employee,  with  related  compensation  not
subject to the terms of the written  agreement  described above for the deferral
of payment of current  compensation.  Also as of January 1, 2004,  the Company's
chief  financial  officer is no longer  deferring  any  portion  of his  current
salary.

The  conditions  that would  require  repayment of deferred  amounts have yet to
occur,  and it is unlikely that such conditions will occur prior to December 31,
2004.  Accordingly,  such deferred  compensation  is reported  separately in the
accompanying balance sheet as a non-current liability.

At the  conclusion  of a legal  challenge by two former  officers of the Company
initiated  in  1993  demanding  full  payment  of  deferred  salaries  upon  the
termination of their  employment,  in 1996 the Maryland Court of Special Appeals
rejected this demand and ruled that the written agreement to defer  compensation
was a valid and enforceable contract.


NOTE 12 - INCOME TAXES

The  Company  has not  incurred  any  federal or state  income  taxes  since its
inception  due to operating  losses.  At December 31, 2003,  the Company had net
operating loss ("NOL") carryforwards of approximately $11.2 million available to
offset  future  taxable  income.  Net  operating  losses  generated  in 1998 and
subsequent  years  may be  carried  forward  twenty  years,  while  such  losses
generated  in 1997 and prior  years may be carried  forward  fifteen  years.  If
certain substantial changes in the Company's ownership should occur, there would
be an  annual  limitation  on the  amount  of  the  carryforwards  which  can be
utilized. The Company's tax loss carryforwards are summarized as follows:


             Expiration                        Amount
             ----------                  --------------

                2004                     $  1,185,181
                2005                          900,267
                2006                        1,060,169
                2007                        1,214,492
                2008                        1,018,962
             2009 - 2012                    3,801,836
             2018 - 2023                    2,071,909
                                         ------------

                                         $ 11,252,816
                                         ============

The difference between the net operating loss carryforwards  described above and
the  accumulated   deficit  reported  in  these  financial   statements  results
principally  from  (1)  temporary  differences  for  income  tax  and  financial
reporting  purposes  relating  to the  amounts  and timing of  deductibility  of
deferred  salaries and compensation  related to the grant of stock options,  and
the  differences in the  accounting  for the Company's  investment in its former
consolidated subsidiary for income tax and financial reporting purposes, and (2)
permanent  differences  principally due to the  non-deductibility for income tax
purposes of a significant  charge to operations for debt conversion expense in a
prior year and the  non-deductibility of compensation related to the exercise of
stock options recorded previously in the Company's accounts.

The  potential  income tax  benefit of these loss  carryforwards  and  temporary
differences of approximately $4.3 million has not been recorded in the financial
statements  due  to the  uncertainty  of  realization  based  on  the  Company's
financial  performance  to date.  Since 1995 net  operating  loss  carryforwards
aggregating $7,964,415 have expired unused.


NOTE 13 - CAPITAL STOCK

Authorized  capital  stock:  The  Company is  presently  authorized  to issue 48
million  shares of $.01 par value common stock and 2 million  shares of $.01 par
value  convertible  preferred stock.  All of the authorized  shares of preferred
stock, along with common stock purchase warrants,  were issued for $2 million in
February  1992  (the  "Preferred  Stock   Investment")  to  a  small  number  of
individuals  who  qualified as  "accredited  investors"  pursuant to Rule 501 of
Regulation  D of the  Securities  Act  of  1933  (the  "Act")  and to  Proactive
Partners,  L.P.  and  certain of its  affiliates  ("Proactive"),  who became the
largest  beneficial  owner  of the  Company's  common  stock  by  virtue  of the
acquisition  of the  convertible  preferred  stock  and  common  stock  purchase
warrants.

The preferred  stock has priority in liquidation  over the common stock,  but it
carries no stated  dividend.  The holders of the  preferred  stock,  voting as a
separate class,  have the right to elect that number of directors of the Company
which  represents a majority of the total  number of  directors.  The  preferred
stock is  convertible  at any time at the option of the holder into common stock
at the rate of $.35 per share of common  stock.  As of December 31, 2003 a total
of 459,999 shares of preferred stock had been converted into 1,314,278 shares of
common stock.

Exercise  of  warrants;  Private  placements  of  common  equity:  In a  private
financing  during March and April 2001 the Company raised  $106,250 from a small
number of the Company's shareholders,  including its chief executive officer and
chief  financial  officer,   most  of  whom  participated  in  previous  private
financings of the Company.  A total of 425,000  shares of the  Company's  common
stock and five-year  warrants to purchase an additional 425,000 shares of common
stock at $.50 per share were issued in this financing.

In a private  financing in June 2001 the Company issued 350,000 shares of common
stock for  proceeds  of $70,000  received  from a small  group of the  Company's
shareholders,  most of whom  participated in previous private  financings of the
Company. A portion of the proceeds was in the form of a subscription  receivable
of $5,000, which amount was received in August 2001.

In a private  financing in October  2001 the Company  issued  750,000  shares of
common  stock  for  proceeds  of  $112,500  received  from a small  group of the
Company's  shareholders,   including  its  chief  executive  officer  and  chief
financial  officer,  most of whom participated in previous private financings of
the Company.

In a private  financing at the end of March 2002,  the Company raised capital of
$60,000,  including $27,000 in cash investments,  $27,000 from the conversion to
equity of accrued liabilities to officers,  employees and consultants,  and cash
proceeds of $6,000 through the issuance of a short-term note that is convertible
to  equity  at the  option  of the  holder.  A total of  360,000  shares  of the
Company's common stock and five-year  warrants to purchase an additional 180,000
shares of common  stock at $.25 per share  were  issued in this  financing,  and
60,000 shares were reserved for future  issuance upon the conversion of the note
payable to common stock and a warrant to purchase common stock.

The offer and sale of the shares of common stock and warrants to purchase shares
of common  stock in  connection  with each of the private  financings  described
above  satisfied  the  conditions of Rule 506 of Regulation D of the Act and, as
such, were exempt from the registration  requirements of Section 5 of the Act as
transactions  not  involving any public  offering  within the meaning of Section
4(2) of the Act.


NOTE 14 - STOCK OPTIONS

The Company  maintains a  non-qualified  stock  option plan created in 1987 (the
"Plan") which has made  available for issuance a total of 7.5 million  shares of
common stock. All directors,  full-time employees and consultants to the Company
are eligible for  participation.  Option awards are determined at the discretion
of the  Board of  Directors.  Upon a  change  in  control  of the  Company,  all
outstanding  options  granted to  employees  and  directors  become  vested with
respect to those  options  which have not already  vested.  Options  outstanding
expire at various dates through December 2013.

Between  January 1, 2001 and December 31,  2003,  the Company had the  following
activity in options to purchase shares of common stock under the Plan:





                                                Weighted               Weighted
                                                 average                average
                                                exercise  # of shares  exercise
                                   # of shares    price   exercisable    price
                                   -----------  --------  -----------  --------

Unexercised at January 1, 2001       4,323,216     $.51    3,760,716     $.52
    Granted                            882,500      .25      411,250      .25
    Becoming exercisable                                     405,000      .48
    Exercised
    Lapsed                            (671,400)     .50     (657,650)     .50
                                   -----------             ---------

Unexercised at December 31, 2001     4,534,316      .46    3,919,316      .49

    Granted                            498,242      .25      340,492      .25
    Becoming exercisable                                     378,750      .29
    Exercised
    Lapsed                            (509,500)     .50     (509,500)     .50
                                   -----------             ---------

Unexercised at December 31, 2002     4,523,058      .43    4,129,058      .45

    Granted                            568,415      .25      248,415      .25
    Becoming exercisable                                     258,000      .25
    Exercised
    Lapsed                            (407,566)     .48     (275,066)     .59
                                   -----------             ---------

Unexercised at December 31, 2003     4,683,907     $.40    4,360,407     $.42
                                   ===========     ====    =========     ====


In December 1997 Proactive, the Company's principal shareholder,  granted to the
new  president  of the  Company  a  ten-year  option,  exercisable  20% per year
beginning  with the date of grant,  to purchase  714,286  shares of common stock
owned by  Proactive  at an exercise  price of $.35 per share.  In December  1999
Proactive granted the Company's president a ten-year option, exercisable 25% per
year beginning with the date of grant, to purchase an additional  500,000 shares
of common stock owned by Proactive at an exercise  price of $.50 per share.  The
options  granted by Proactive  are not covered by the  Company's  Plan.  Because
these agreements relate to shares which are already outstanding, the exercise of
these  options  will not  result  in an  increase  in the  total  number  of the
Company's  outstanding  shares,  nor will the Company  receive any cash proceeds
upon the exercise of the options.

Through  December 31, 2002, the Company  accounted for stock-based  compensation
using the intrinsic value method prescribed in Accounting Principles Board (APB)
Opinion No. 25. Under APB No. 25,  compensation  cost is measured as the excess,
if any, of the quoted market price of the  Company's  stock at the date of grant
over the  exercise  price of the  option  granted.  Compensation  cost for stock
options,  if any, is recognized  ratably over the vesting  period.  Although the
Company applied APB Opinion No. 25 in accounting for stock option  compensation,
Statement of Financial  Accounting  Standards  (SFAS) No. 123 - "Accounting  for
Stock-based  Compensation",  which  provides  for the fair value based method of
accounting  to  be  applied  to  stock  option  grants  and  other  equity-based
compensation,  required the Company to make certain  disclosures  as if the fair
value based method of accounting had been applied to the Company's  stock option
grants.

Prior to 2003, for options granted with an exercise price below the market price
at the date of grant,  the  Company  credited  an amount to  additional  paid-in
capital  representing  the excess of the  aggregate  market value at the date of
grant over the  aggregate  exercise  price of such  options,  and charged a like
amount to compensation  expense in that year. There were no such charges in 2002
or 2001 in connection with options granted under the Plan.  Certain  consultants
engaged by the Company agreed to be compensated  partially in cash and partially
in stock  options.  While the  exercise  price of such  options  was equal to or
higher  than the market  price of the stock at each date of grant,  the  Company
recorded  compensation  expense equal to the value of the consultants'  services
which are payable by such stock options. Such charges aggregated $30,965 in 2002
and $42,120 in 2001, with like amounts credited to additional paid-in capital.

In  connection  with the  grant of the  option in 1997 by  Proactive  to the new
president of the Company,  $29,761 in 2001 was  credited to  additional  paid-in
capital and a like amount  amortized to  compensation  expense.  Amortization of
such  charges,  recorded over the five-year  vesting  period of the option,  was
completed  as of December  31,  2001.  There were no such charges for the option
granted by Proactive in December  1999 to the  president of the Company  because
the exercise price exceeded the market price of the stock at the date of grant.

As of January 1, 2003,  the Company  voluntarily  adopted SFAS No. 123. SFAS No.
148 - "Accounting  for  Stock-based  Compensation - Transition and  Disclosure",
issued in December 2002, amended SFAS No. 123 to provide  alternative methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock  options and other  equity-based  employee  compensation.  The Company
chose to apply the  "modified  prospective  method" of SFAS No. 148  pursuant to
which  fair  value  based  stock  option  compensation  costs for 2003 have been
recognized  as if the fair value  based  method had been used to account for all
employee stock-based awards made in prior periods as well as the current period.

For purposes of determining equity-based compensation expense under SFAS No. 123
in 2003 as well as for the pro forma disclosures required in previous years, the
Company  has  estimated  the grant  date fair value of stock  options  using the
Black-Scholes  option pricing model. The following weighted average  assumptions
were utilized for 2003:  volatility  factor of 95%, average  risk-free  interest
rate of 3.3%, zero dividend yield, and average expected term of nine years. As a
result,  for 2003 the Company recorded stock option  compensation under SFAS No.
123  totaling  $90,694  based on a  weighted  average  fair  value per share for
options granted during 2003, 2002, 2001, and 2000 of $.13, $.15, $.19, and $.37,
respectively.  As was  the  case  under  APB  Opinion  No.  25,  the  amount  of
compensation expense is also credited to additional paid-in capital.

Had  compensation  cost for options  granted been  determined  in prior  periods
consistent  with the method of SFAS No. 123, the Company's net loss and net loss
per share for the  previous  two years on a pro forma  basis  would have been as
follows:

                                             2002        2001
                                          ----------  ----------

  Net loss - as reported                   $321,640    $690,355

  Net loss - pro forma                     $465,693    $948,089

  Net loss per share - as reported            $.015       $.034

  Net loss per share - pro forma              $.022       $.047


The  Black-Scholes  valuation model was developed for use in estimating the fair
value of  traded  options  which  have no  vesting  restrictions  and are  fully
transferable,  as opposed  to the type of  compensatory  options  granted by the
Company.  It also requires the input of highly subjective  assumptions,  such as
the expected stock price volatility,  changes in which can materially affect the
fair  value   estimate.   Because  the  options  granted  by  the  Company  have
characteristics  significantly  different  from  those of  traded  options,  the
amounts  calculated  using the Black  Scholes  option  valuation  model,  in the
opinion of management,  do not necessarily  provide a reliable single measure of
the fair value of options granted by the Company.


NOTE 15- COMMON STOCK RESERVED FOR FUTURE ISSUANCE

As of December  31,  2003,  a total of  11,516,832  shares of common  stock were
reserved by the Company for issuance for the following purposes:


                    Purpose                                     # of shares

-----------------------------------------------------           -----------

Currently exercisable warrants:
  Exercisable at $.50 per share, expiring in December 2005         387,500
  Exercisable at $.50 per share, expiring in March 2006            250,000
  Exercisable at $.50 per share, expiring in April 2006            175,000
  Exercisable at $.25 per share, expiring in March 2007            180,000
                                                                -----------
                                                                   992,500
Currently exercisable options:
  Exercisable at $.25 per share                                  1,602,207
  Exercisable at $.50 per share                                  2,562,200
  Exercisable at $.75 per share                                    196,000
                                                                ----------
                                                                 4,360,407
                                                                ----------
Granted options becoming exercisable in the future:
  Exercisable at $.25 per share                                    323,500
Options available for future grants                              1,380,425
Conversion of note payable                                          60,000
Conversion of preferred stock                                    4,400,000
                                                                ----------

   Total shares reserved                                        11,516,832
                                                                ==========


In February and March 2002  warrants  exercisable  at $.75 per share to purchase
387,759 shares of common stock expired unexercised.


NOTE 16 - COMMITMENTS

The Company  occupies  its office and  laboratory  facility on a  month-to-month
basis  under the terms of an  operating  lease  agreement  pursuant to which the
property owner is required to provide thirty days notice if he wants the Company
to vacate the premises.  The lease currently provides for monthly rent of $4,000
and  requires  the  Company to pay all  property  related  expenses.  Gross rent
charges aggregated $48,000 in 2003, 2002 and 2001, while the Company also earned
sublease income of $4,050 and $3,000 in 2002 and 2001, respectively. The Company
will seek to negotiate a new  long-term  lease for its facility or search for an
alternative  location in the event that an  agreement  cannot be reached for the
existing  premises.  Management  believes that the resolution of the uncertainty
with respect to the facility  will not result in a significant  interruption  in
the operations of the Company.

In February 2004 the Company hired a new president to fill the position that had
been  vacant  and  entered  into a  long-term  employment  agreement  with  this
individual as more fully described in Note 17.


NOTE 17- SUBSEQUENT EVENTS

The  composition  of the  Company's  Board of  Directors  changed  substantially
following  the  resignation  in late  January and early  February  2004 of three
independent  directors  who had served on the Board for several  years.  Each of
these former directors cited other business  responsibilities  as the reason for
his resignation.  The only continuing member of the Board is the Company's Chief
Executive  Officer.  Named to the Board to serve on an  interim  basis  were the
Company's Chief Financial Officer and one independent  director,  and the number
of members of the Board was reduced from four to three.

In 2003 the Company  began  taking  steps to focus on  business  re-positioning,
strengthening  its internal  capabilities,  and planning for growth.  Management
identified a need to secure  strong  strategic  alliances  for the marketing and
commercialization  of the  SCS  engine  applications  by  leveraging  technology
development  currently  supported by U.S.  Government funding as well as seeking
relationships  with companies which have technologies  complementary to the SCS.
One of the  first  objectives  on this  path  was to  strengthen  the  Company's
management team.

In late February 2004 the Company's reconstituted Board of Directors hired a new
president  to fill the  position  that  had  been  vacant  and  entered  into an
employment  agreement  with this  individual.  The  Company's  new  president is
developing  and  implementing  an updated  business  plan. In late March 2004 he
replaced  the  Company's  Chief  Financial  Officer  as a member of the Board of
Directors.  The employment agreement,  which expires in March 2006, requires the
new  president  to defer  annually  $68,000  of his  $140,000  salary  until the
expiration  of the  agreement  or at such earlier date as the Board of Directors
determines  that the Company's cash flow is sufficient to allow  payment.  Other
key  terms of the  employment  agreement  include  non-compete  provisions,  the
payment of shares of common stock and the award of stock options which vest over
the first  year as  detailed  below,  and the award of a bonus of  $33,000  upon
execution of the  agreement,  the payment of which bonus will be deferred  until
the expiration of the agreement.  The agreement also specifies that  termination
of employment by the Company following a change in control results in payment of
three  times  annual  salary and bonus and the  immediate  vesting of shares and
options which have not already vested.

In connection with this change in business strategy,  in February and March 2004
the Company entered into other business  agreements,  obtained a short-term loan
from a  shareholder,  authorized  additional  compensation  to its  officers and
directors,  and  satisfied  liabilities  for accrued  compensation,  through the
issuance  of, and the grant of options  for, a  substantial  number of shares of
common stock, as follows:


Shares issued:

                                                           Price/
              Description                                  share   # of shares
        ------------------------                           -----   -----------

  Under employment agreement with new president: (1)
    Upon execution of agreement                             $.10      200,000
    Held in escrow, vesting in three, six and nine months    .10      600,000
  Compensation to management and employee                    .10      250,000
  Payment of accrued compensation                            .12      400,000
  Loan origination fee                                       .12       10,000
  Upon execution of agreement with new legal counsel         .12    1,000,000
  Consulting services                                        .10      780,000
  Compensation to independent director                       .12      200,000
                                                                   ----------
      Total                                                         3,440,000


      (1)The Company's president is purchasing these shares for cash of $.01 per
         share.  The $.09 per share discount  between the purchase price and the
         market  price  of the  stock  of $.10 per  share  is  accounted  for as
         compensation expense.


Options granted, all with ten-year terms:

                                                         Exercise
              Description                                  price   # of shares
        ------------------------                           -----   -----------

  Under employment agreement with new president: (1)
     Vesting at grant date                                  $.25       100,000
     Vesting six months after grant date                     .50       100,000
     Vesting 12 months after grant date                     1.00       100,000
     Vesting 18 months after grant date                     1.50       100,000
     Vesting 24 months after grant date                     2.00       100,000
                                                                    ----------
                                                                       500,000

  To new directors, vesting immediately                      .25        50,000
                                                                    ----------

         Total                                                         550,000


      (1) These options were not granted under the Company's existing stock
          option plan.


The employment agreement with the Company's president also requires the issuance
of 200,000  shares of common stock on March 15, 2005. The agreement with the new
legal  counsel also  requires the Company to remit a cash retainer of $50,000 by
June 30,  2004.  Shares  issued for  consulting  services  represent  payment in
connection with a one-year agreement with a firm providing business development,
product planning,  corporate  structure and financial  advisory  services.  This
consulting  firm  introduced  the new  president  to the  Company  and has  been
assisting him in the development  and  implementation  of the Company's  updated
business  plan.  The  Company has  reserved  for future  issuance an  additional
420,000 shares of common stock for services under this consulting agreement.

The transactions described above which involved the issuance of shares of common
stock will result in material effects on the Company's financial  statements for
the  first  quarter  of 2004.  For  shares  issued  in  connection  with the two
agreements with an extended term and/or vesting  provisions,  related charges of
$210,000  will be recorded as deferred  assets with  amortization  of amounts to
expense ratably over the period covered by the agreement.  For shares issued and
earned  immediately upon execution of the agreement with new legal counsel,  the
related  charges of $120,000 will be expensed in March 2004.



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE


The Company has had no disagreements with its current  independent  accountants,
Hausser + Taylor LLC, on any matter of  accounting  principles  or  practices or
financial  statement  disclosure.  Hausser + Taylor  LLC has been the  Company's
independent accountants since December 17, 2002.



ITEM 8A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company's chief executive officer and chief financial officer have evaluated
the effectiveness of the Company's  disclosure  controls and procedures (as such
term is defined in Rules 13a-14(c) and 15d-14(c)  under the Securities  Exchange
Act of 1934) as of the end of the period  covered by this report.  Based on such
evaluation  they have concluded  that, as of the evaluation  date, the Company's
disclosure  controls and  procedures  are  effective to ensure that  information
required to be disclosed in reports that the Company  files or submits under the
Exchange  Act,  is  recorded,  processed,  summarized  and  reported in a timely
manner.


Internal Control over Financial Reporting

It is the  responsibility of the Company's  management to establish and maintain
adequate  internal control over financial  reporting.  Due to its small size and
limited financial  resources,  however, the Company's chief financial officer, a
member of management,  is the only accounting and financial  reporting employee.
As a result,  there is no segregation of duties within the accounting  function,
leaving all aspects of  financial  reporting  and  physical  control of cash and
equivalents in the hands of the same employee. Usually, this lack of segregation
of duties  represents a material  weakness in a company's  internal control over
financial reporting.

The Company's Board of Directors has recognized this inherent  material weakness
in internal  control but has been unable to adequately  address the situation as
long as the  Company  has not had the  financial  resources  to hire  additional
accounting  staff  and the  numerous  responsibilities  of the  Company's  chief
executive  officer,  the only other member of management  until the beginning of
2004, have precluded his participation in the internal control function. Despite
these  difficulties,  the Board of  Directors  feels  that the  Company's  chief
financial  officer,  who  has  been a  member  of  management  since  1991,  has
demonstrated   his   trustworthiness   and   loyalty  to  the  Company  and  its
shareholders.  Based on its faith in the chief financial officer, as well as the
oversight  provided  by the  Company's  independent  accountants,  the  Board of
Directors is confident that there have been no  irregularities  in the Company's
financial  reporting  or in the  protection  of its  assets  as a result of this
potentially  material weakness in the Company's  internal control over financial
reporting,  and that, under the  circumstances,  internal control over financial
reporting as of December 31, 2003 is as effective as is possible.

There have been no changes in the  Company's  internal  control  over  financial
reporting  since  December  31,  2003  that  have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial  reporting;  however,  the  Company  hired  an  additional  member  of
management,  its new president,  in February 2004. As soon as is practical,  the
Board of Directors will consider the  assignment of specific  duties for various
aspects of internal  control over  financial  reporting  to its chief  executive
officer and its president.  In addition,  the Company plans to hire a controller
as soon as the financial condition of the Company permits.



                                 PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

The  Company's  Board of Directors is divided into two  categories:  (1) "Common
Stock"  directors  elected by the holders of Common  Stock;  and (2)  "Preferred
Stock"  directors  elected by the holders of  Preferred  Stock.  Pursuant to the
Company's  Charter,  the holders of the  Preferred  Stock,  voting as a separate
class,  have the right to elect that number of  directors  of the Company  which
represents a majority of the total number of directors.  These two categories of
directors  are further  divided into three  classes as nearly equal in number as
possible,  with the term of one of the three  classes of  directors  expiring at
each annual meeting of shareholders.  The members of each class of directors are
to hold office for terms of three years until their successors have been elected
and  qualified.  The  terms of Class I,  Class II and Class  III  directors  are
scheduled to expire at the annual  meeting of  shareholders  to be held in 2005,
2006, and 2004, respectively.

The  Company's  By-laws  state that the Board of Directors  shall consist of not
fewer than three directors,  with the total number of directors to be set by the
Board by  resolution.  In July 1997 the total number of  directors  was fixed at
five,  and, from  December 2001 through March 2003 the Board  consisted of three
Preferred Stock directors and two Common Stock directors. On March 24, 2003, Mr.
John H.  Drewanz,  a Class II  Common  Stock  director  since  October  2001 and
Chairman of the Company's Board of Directors  since October 2002,  resigned from
the Board.  The Board of  Directors  subsequently  decided  against  filling the
vacancy or naming a new Chairman.  In July 2003 the Board of Directors  acted to
fix the  number  of  directors  at four,  consisting  of three  Preferred  Stock
directors and one Common Stock director.

In late January and early February 2004, the three  Preferred  Stock  directors,
Mr.  Lawrence H. Hyde, Mr. Charles C.  McGettigan,  and Mr. Myron A. Wick,  III,
resigned from the Board,  citing other business  responsibilities  as the reason
for resignation. The only continuing member of the Board was the Company's Chief
Executive Officer, Dr. Andrew A. Pouring, a Class III Common Stock director.  In
connection  with the  resignations,  the total number of directors  was fixed at
three,  consisting  of two  Preferred  Stock  directors  and  one  Common  Stock
director.  Named to the  Board on an  interim  basis  were the  Company's  Chief
Financial Officer, Mr. George E. Ponticas, to serve as a Class I Preferred Stock
director,  and one  independent  director,  Mr. Herbert J.  Mitschele,  Jr., the
holder of approximately 5% of the Company's issued and outstanding Common Stock,
to serve as a Class II Preferred Stock director.

In late February 2004 the Company's reconstituted Board of Directors hired a new
president,  Mr. Roger D. Posey,  to fill the position  that had been vacant.  In
March  2004 Mr.  Ponticas  resigned  from the Board  and Mr.  Posey was named to
replace him as a Class I Preferred Stock  director.  Because each was elected by
the  Board  to fill a  vacancy  rather  than by the  shareholders  at an  annual
meeting, the terms of Mr. Posey and Mr. Mitschele will expire at the next (2004)
Annual Meeting of Shareholders.  At that time,  these two  individuals,  or such
other  person(s)  as may be  validly  nominated  to fill the  vacancy,  shall be
elected by the shareholders to serve the remaining scheduled term as Class I and
Class II, respectively,  Preferred Stock directors or until successors have been
elected and qualified.

The  Company  will  seek  to add  qualified  individuals  who  have  no  current
affiliation  with the Company in order to  constitute a Board with a majority of
independent directors.

Directors  of the  Company  do not  receive  fees for  their  services,  but are
eligible  to  receive  stock  option  grants  and  restricted  shares,  and  are
reimbursed  for expenses  related to their  activities as  directors.  Executive
officers are appointed and serve at the discretion of the Board of Directors.


Board Committees

Due to the small total  number of  directors,  the Board does not have  separate
Executive, Nominating,  Compensation or Audit Committees; however, the functions
of these  committees  have been  performed by the Board as a whole.  The Company
does not  have an Audit  Committee  charter.  The  Board  believes  its  outside
directors  possess  the  necessary  independence  and skills to perform  all the
functions  normally  assigned  to  separate  Nominating,  Compensation  or Audit
Committees.

Prior to their recent resignations,  Mr. Hyde and Mr. McGettigan, based on their
education and business  experience  overseeing or assessing the  performance  of
companies or public  accountants  with respect to the  preparation,  auditing or
evaluation  of  financial  statements,  were  designated  as an audit  committee
"financial experts" with respect to Audit Committee functions that are performed
by the Board as a whole. In general, an audit committee "financial expert" means
an  individual  who  possesses  (i)  an  understanding  of  generally   accepted
accounting principles and financial  statements;  (ii) the ability to assess the
general  application  of such  principles in connection  with the accounting for
estimates,   accruals  and  reserves;  (iii)  experience  preparing,   auditing,
analyzing or evaluating financial statements containing the breadth and level of
complexity  of accounting  issues that are  generally  comparable to such issues
encountered  by the  small  business  issuer's  financial  statements;  (iv)  an
understanding of internal controls and procedures for financial  reporting;  and
(v) an  understanding of audit committee  functions.  The Board currently has no
member designated as a "financial expert".

In performing the duties typically  assigned to an audit  committee,  the entire
Board of Directors  has (1) reviewed and  discussed  the 2003 audited  financial
statements of the Company with  management;  (2) discussed with the  independent
accountants  of the Company the  independent  accountants'  judgments  about the
quality,  not just the acceptability,  of the Company 's accounting  principles,
including the clarity and  completeness of the financial  statements and related
note   disclosures;   (3)  received  written   assurance  from  the  independent
accountants  with respect to  independence;  and (4)  recommended  that the 2003
audited financial  statements be included in the December 31, 2003 Annual Report
on Form 10-KSB for filing with the Securities and Exchange Commission (SEC).

The function of recommending potential nominees for Board positions is performed
by the Board as a whole. It is also the policy of the Board to consider nominees
recommended by security holders. Such recommendations should be addressed to the
Secretary,  at the  address  of the  Company,  and should  include  the name and
address of the security holder  submitting the nomination and a detailed listing
of the business  experience and particular  qualifications  of the nominee.  The
Board will review the  nomination at its next meeting  following  receipt of the
nomination  and respond  accordingly  to the security  holder who  submitted the
nomination.


Background of Directors and Executive Officers

The names, ages, dates first elected as directors, and principal occupations and
employment of the directors and executive  officers of the Company are set forth
below.

                                Term as
                                director
           Name            Age  expires           Position
     ----------------      ---  -------  -------------------------------------

Preferred Stock Directors:
 Herbert J. Mitschele, Jr.  74    2004   Class II Director
 Roger D. Posey             51    2004   President and Class I Director

Common Stock Director:
 Andrew A. Pouring          72    2004   Chief  Executive  Officer,  Chief
                                            Scientist, and Vice Chairman of the
                                            Board (Class III Director)
Other Executive Officer:
 George E. Ponticas         44           Vice President - Finance, Secretary,
 							Treasurer and Chief Financial Officer


Mr. Herbert J. Mitschele,  Jr. has been a director of the Company since February
2004.  Mr.  Mitschele is a retired  business owner who has been a shareholder of
the Company for approximately twenty years. He received his B.S. in Business and
Administration from Fordham University.

Mr. Roger D. Posey has been a director of the Company since March 2004. Prior to
joining Sonex,  Mr. Posey held management and operational  leadership  positions
with CSX Transportation, Inc., Noise Cancellation Technologies Inc., and Tenneco
Automotive Inc. Recently Mr. Posey personally  directed a successful  turnaround
of  a  large  privately  held  metals   manufacturing   company  which  realized
exponential  growth.  In addition,  Mr.  Posey has  considerable  experience  in
bringing technology to the commercial marketplace. He is a member of a number of
professional  organizations,   including  the  Acoustical  Society  of  America,
Institute of Noise Control Engineers,  American Industrial Hygiene  Association,
among others;  further, he has written and published several technical articles,
presented  within the U.S.  and  throughout  the World.  Mr.  Posey holds a B.S.
degree in Science Education from the University of Maryland.

Dr.  Andrew  A.  Pouring  has been a  full-time  employee,  director,  and Chief
Scientist  of the  Company  since  1980,  serving as  President  from April 1980
through  November  1991,  and as Chief  Executive  Officer  since May  1985.  In
November 1991 he was elected a Vice  Chairman of the Board of Directors.  He has
co-authored all of the Company's  patented  inventions.  Prior to forming Sonex,
Dr.  Pouring  served as a Professor of Aerospace  Engineering  at the U.S. Naval
Academy,  including  four years as the Chairman of the  Academy's  Department of
Aerospace  Engineering.  Dr.  Pouring  is a member of various  professional  and
scientific societies, including the American Society of Mechanical Engineers and
the Society of  Automotive  Engineers.  Dr.  Pouring  received his Bachelors and
Masters degrees in mechanical engineering from Rensselaer Polytechnic Institute.
He received his Doctor of Engineering degree from Yale University, where he also
was a post doctoral research fellow and lecturer.

Mr.  George E.  Ponticas  has been Vice  President of Finance,  Chief  Financial
Officer,  Secretary and Treasurer of the Company since  September 1991. From May
1987 through  August 1991, he served as the Company's  Controller  and Assistant
Secretary.  He served as a director of the  Company  during  February  and March
2004. Prior to joining Sonex, Mr. Ponticas was a member of the auditing staff of
Price  Waterhouse  in  Baltimore,  Maryland,  attaining  the  position  of audit
manager.  Mr. Ponticas is a Certified Public Accountant,  and is a member of the
American Institute of Certified Public Accountants and the Maryland  Association
of Certified Public Accountants.  He received his B.S. in Accounting from Loyola
College in Maryland.


Code of Ethics

Recently  enacted  Item  406 of  Regulation  S-B of the  Exchange  Act  requires
disclosure  of whether the Company has adopted a code of ethics that  applies to
its  principal  executive  officer,   principal  financial  officer,   principal
accounting officer or controller,  or persons performing similar functions,  and
to explain why if it has not adopted such a code of ethics. For purposes of Item
406, the term "code of ethics"  refers to written  standards that are reasonably
designed to (1) deter  wrongdoing  and to promote  honest and  ethical  conduct,
including  the  ethical  handling of actual or  apparent  conflicts  of interest
between  personal  and  professional  relationships;   (2)  ensure  full,  fair,
accurate, timely, and understandable disclosure in public reports, documents and
communications;  (3) ensure compliance with applicable  governmental laws, rules
and regulations;  (4) ensure the prompt internal  reporting of violations of the
code to an appropriate person or persons identified in the code; and (5) provide
accountability for adherence to the code.

Adoption of a written code of ethics requires the expenditure of time and funds.
The Company has not adopted  such a written code of ethics due to its small size
and limited financial resources.  The Board of Directors intends to adopt a code
of ethics for the  relevant  officers  of the  Company  as soon as  funding  and
staffing permit.


Compliance with Section 16(A) of the Exchange Act

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers  and  directors,  and persons who  beneficially  own more than 10% of a
registered class of the Company's equity securities,  to file initial reports of
beneficial  ownership  and reports of changes in beneficial  ownership  with the
SEC, and to provide  copies of all such reports to the Company.  Based solely on
its  review  of  the  copies  of  such  reports   received  by  it,  or  written
representations from certain reporting persons that no reports were required for
those persons,  the Company  believes that all of its officers,  directors,  and
greater than 10% shareholders complied with all such filing requirements related
to  beneficial  ownership  of  Common  Stock  during  2003  with  the  following
exceptions:  Dr.  Andrew A. Pouring and Mr.  George E.  Ponticas,  the Company's
Chief Executive and Chief Financial Officers, respectively,  failed to file Form
4s to report the  December  31, 2003 grant to each of them of  ten-year  options
vesting 25% per year to purchase  100,000 and 50,000  shares,  respectively,  of
Common Stock at an exercise  price of $.25 per share,  which  exercise price was
higher than the December 31, 2003 market price of $.13 of the Company's publicly
traded Common Stock. The Company expects the required Form 4s to be filed in the
near future.


ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by the Company to its chief
executive officer and any other executive officer who earned annual compensation
during the most recently completed year in excess of $100,000 (together referred
to as the "Named Executives").


                           SUMMARY COMPENSATION TABLE

                               Annual compensation
                        ---------------------------------------
                                      Salary                       Long-term
                              ----------------------    Accrued   compensation
Name and Position       Year   Current      Deferred     bonus    # of options
-----------------       ----  --------      --------   --------   ------------

Dr. Andrew A. Pouring   2003  $ 87,500 (1)  $ 37,500   $ 25,000     100,000
 CEO & Chief Scientist  2002    87,500 (1)    37,500          0     100,000 (3)
                        2001    87,500 (1)    37,500     10,000      35,000

Mr. George E. Ponticas  2003  $ 90,000      $ 30,000   $ 25,000      50,000
 CFO & Secretary        2002    86,400 (2)     9,600     25,000     200,000
                        2001    86,400 (2)     9,600     25,000     100,000


     (1) Includes $76,567 for 2003, $79,933 for 2002 and $33,657 for 2001
         which has not been paid as of December 31, 2003
     (2) Includes  $53,171  for 2002 and  $33,232  for 2001 which has not been
         paid as of December 31, 200
     (3) In November 2002 Dr. Pouring was granted an option to purchase 100,000
         shares of Common Stock effective as of January 1, 2003.


In order to help conserve the Company's  limited cash  resources,  however,  the
Named Executives for several years have voluntarily  deferred receipt of payment
of significant  portions of their authorized annual salaries upon request by the
Board of Directors. By written agreement with the Company, these individuals and
other  current  and former  employees  consented  to the  deferral of payment of
amounts so accumulated  until the Company has received  licensing  revenue of at
least $2 million or at such earlier  date as the Board of  Directors  determines
that the Company's cash flow is sufficient to allow such payment. The conditions
that would require  repayment of deferred  amounts have yet to occur,  and it is
unlikely that such conditions  will occur during 2004.  (Note: At the conclusion
of a legal  challenge  by two former  officers of the Company  initiated in 1993
demanding  full  payment of  deferred  salaries  upon the  termination  of their
employment,  in 1996 the Maryland Court of Special Appeals  rejected this demand
and ruled  that the  written  agreement  to defer  compensation  was a valid and
enforceable contract.)

For many years through 1998,  Dr.  Pouring had been  deferring 40% of his annual
salary.  In January 1999, the  percentage  deferral was reduced to 30%. For many
years through 2002,  Mr.  Ponticas had been  deferring 10% of his annual salary.
The authorized full annual salary for Dr. Pouring has been $125,000 for the past
three  years,  while the  salary for Mr.  Ponticas  was  increased  in 2003 from
$96,000 to  $120,000,  with 25% of the salary being  deferred.  As of January 1,
2004,  Dr. Pouring is being  compensated as a consultant  rather than a salaried
employee,  with  related  compensation  not  subject to the terms of the written
agreement  described above for the deferral of payment of current  compensation.
Also as of January 1, 2004, Mr.  Ponticas is no longer  deferring any portion of
his authorized salary. As of December 31, 2003, a total of $486,423 and $155,326
in deferred salary is owed to Dr. Pouring and Mr. Ponticas,  respectively,  that
is payable under the conditions described above.

The Company  operated under severe cash flow  difficulties  for extended periods
during 2001 and 2002, prompting its two officers to voluntarily and at their own
discretion  defer  receipt of payment of  significant  portions of their current
wages to reduce the Company's monthly cash requirements.  With the generation of
cash flow from revenues earned under contracts awarded to the Company during the
second half of 2002,  some of the amounts owed to the  Company's  officers  were
repaid  in  December  2002.  Also at that  time  the  Company's  officers  began
receiving their current wages. During the first quarter of 2003 Dr. Pouring once
again began  deferring  some of his current wages and,  since April 2003, he has
deferred all of his current  wages.  As of December  31, 2003,  total such wages
payable to Dr. Pouring and Mr. Ponticas were $190,157 and $86,403, respectively.

In December of each of the past several years,  the Company has awarded bonuses,
totaling $65,077 in 2003,  $37,500 in 2002, and $57,500 in 2001, to its officers
and employees,  including the amounts  reported above for the Named  Executives.
The bonus  awards in each year were made with the  stipulation  that  payment of
such bonuses would be deferred until the Board of Directors  determines that the
Company's cash  resources are  sufficient to enable such payments.  In a private
financing in March 2002, Dr. Pouring and Mr.  Ponticas  accepted Common Stock in
payment of accrued bonuses of $9,000 each. As of December 31, 2003,  $47,500 and
$75,000 in accrued  bonuses  remained  payable to Dr. Pouring and Mr.  Ponticas,
respectively.

The bonus  awards and option  grants to the Named  Executives  reflect  the fact
since  2001  these  individuals  have  made   extraordinary   sacrifices,   both
financially  in the amount of wages that have gone unpaid,  and  personally,  to
enable the Company to remain in operation  given its poor  financial  condition,
and to provide incentive for the Named Executives to remain in the employment of
the Company under such difficult continuing conditions.

In order to avoid long-term financial commitments,  through 2003 the Company did
not execute  employment  agreements  with any of its personnel.  The salaries of
executive  officers are set by the Board of Directors on an annual  basis.  With
the  exception  of the granting of stock  options,  the Company does not pay its
Named  Executives any bonuses or any type of long-term  compensation in the form
of restricted stock awards,  stock  appreciation  rights (SARs) or other form of
long-term incentive plan payments.


                          OPTION GRANTS IN LAST FISCAL YEAR

                                    Individual Grants
            -------------------------------------------------------------------
             Number of    % of total
            securities      options
            underlying    granted to
              options    employees in    Exercise     Market       Expiration
 Name         granted     fiscal year      price       price          date
 ----       ----------   ------------    --------     ------      -------------

Pouring       100,000          45%         $.25        $.1313     Dec. 30, 2013

Ponticas       50,000          23%         $.25        $.13       Dec. 30, 2013



               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR-END OPTION/SAR VALUES


                                    Number of securities    Value of unexercised
                                   underlying unexercised       in-the-money
                                      options/SARs at         options/SARs at
                                     December 31, 2003       December 31, 2003
          # of shares
          acquired on     Value         Exercisable/            Exercisable/
  Name     exercise     realized       Unexercisable           Unexercisable
--------  -----------   --------   ----------------------   -------------------

Pouring:
  @ $.25       0           $0         185,000 / 150,000            $0/$0
  @ $.50       0           $0         105,000 / 0                  $0/$0
  @ $.75       0           $0          25,000 / 0                  $0/$0

Ponticas:
  @ $.25       0           $0         342,500 / 37,500             $0/$0
  @ $.50       0           $0         175,000 / 0                  $0/$0
  @ $.75       0           $0          20,000 / 0                  $0/$0


The exercise  price of all options held by the Named  Executives was higher than
the  December  31, 2003 market price of $.13 of the  Company's  publicly  traded
Common Stock.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The  Company  has two classes of voting  securities:  its $.01 par value  common
stock (the "Common  Stock") and its $.01 par value  convertible  preferred stock
(the  "Preferred  Stock").  Each share of Preferred  Stock is convertible at any
time at the option of the holder into Common Stock at the rate of $.35 per share
of Common Stock. The Preferred Stock has priority in liquidation over the Common
Stock, but it carries no stated dividend. Additionally, the holders of Preferred
Stock,  voting  as a  separate  class,  have the right to elect  that  number of
directors of the Corporation  which represents a majority of the total number of
directors.  The only other  matters with  respect to which  holders of Preferred
Stock are entitled to vote concern a  consolidation,  merger,  share exchange or
transfer of assets.

The Company is presently  authorized to issue up to 48 million  shares of Common
Stock and 2 million shares of Preferred Stock.  There were 25,032,669  shares of
Common Stock and 1,540,001  shares of Preferred  Stock issued and outstanding at
March 31, 2004.

The  following  table sets forth as of March 31,  2004  information  relating to
beneficial  ownership of Common Stock by directors and executive officers of the
Company, individually and as a group, and any other persons known by the Company
to be the beneficial owner of more than five percent of the currently issued and
outstanding  Common Stock of the Company.  A reporting  person is considered the
"beneficial  owner" of a security if that person has or shares the power to vote
or to direct the voting of such  security,  or the power to dispose or to direct
the disposition of such security.  Under this  definition,  more than one person
may be a beneficial  owner of securities as to which he has no record  ownership
interest,  and the  same  shares  may be  beneficially  owned  by more  than one
reporting person.

Beneficial  ownership  includes  securities which the reporting person currently
owns or has the right to acquire within sixty days, such as through the exercise
of options and  warrants or through  the  conversion  of  preferred  stock.  The
percentage of beneficial ownership for a reporting person is based on the number
of  outstanding  shares of common stock of the Company plus the number of shares
which the reporting  person has the right to acquire within sixty days, but does
not include  shares which any other  reporting  person has the right to acquire.
Unless otherwise  noted,  all shares are beneficially  owned and sole voting and
investment power is held by the persons named.





                           TOTAL BENEFICIAL OWNERSHIP


                              Common     Rights to    Total shares
                              shares      acquire     beneficially     Percent
 Name and address (1)         owned       shares (2)     owned        of class
 --------------------       ---------    ---------     ---------      --------

Herbert J. Mitschele, Jr.   1,281,655      90,000      1,371,655          5.5
George E. Ponticas            626,262     643,928      1,270,190          4.9
Roger D. Posey                200,000     100,000        300,000  (3)     1.2
Andrew A. Pouring           1,053,239     408,928      1,462,167          5.7

All directors and officers
 as a group (4 persons)     3,161,156   1,242,856      4,404,012         16.8

Proactive, et.al. (4)       2,198,064   2,928,570      5,126,634         18.3
  San Francisco, CA

Lawrence H. Hyde (5)          600,000   1,839,286      2,484,272          9.7

-----------------------------
(1) The business address for each director and named executive officer is 23
    Hudson Street, Annapolis, Maryland, 21401.
(2) See detail provided in the following table.
(3) Does not include 600,000 shares issued to Mr. Posey under his employment
    agreement which are held in escrow until they vest 200,000 shares at a time
    on May 31, 2004, August 31, 2004, and November 30, 2004, respectively, with
    continued employment.
(4) Includes shares beneficially owned directly and indirectly by Proactive
    Partners, L.P. and affiliated entities and individuals ("Proactive, et.al.")
    including former directors of the Company Charles C. McGettigan and Myron A.
    Wick, III, as reported in a Form 13D filing with the SEC.
(5) Mr. Hyde is a former director, Chairman of the Board, and president of the
    Company.



                           RIGHTS TO ACQUIRE SHARES
                                                                       Total
                                     Exercisable          Preferred  rights to
                         Exercisable   (put)/  Exercisable  stock     acquire
        Name               options    call (1)   warrants converted   shares
--------------------      ---------- ---------- --------- --------- ----------

Herbert J. Mitschele, Jr.    60,000               25,000     40,000     90,000
George E. Ponticas          562,500               80,000      1,428    643,928
Roger D. Posey              100,000                                    100,000
Andrew A. Pouring           315,000               92,500      1,428    408,928

All directors and officers
 as a group (4 persons)   1,002,500              197,500     42,856  1,242,856

Proactive , et.al.
  San Francisco, CA                 (1,214,286)           4,142,856  2,928,570

Lawrence H. Hyde            600,000  1,214,286                       1,839,286
---------------------------
(1)  Represents the currently exercisable portions of ten-year options granted
     in December 1997 and December 1999 by Proactive, et.al. to Mr. Hyde to
     purchase 714,286 shares and 500,000 shares, respectively, of common stock
     presently owned by Proactive, et.al., at an exercise price of $.35 and
     $.50 per share, respectively. The December 1997 and December 1999 options
     become exercisable at the rate of 20% and 25% respectively, per year
     beginning with the date of grant. Because these agreements relate to
     shares which are already outstanding, the  exercise of such  rights will
     not result in an increase in the total number of the Company's
     outstanding  shares  for purposes of computing  the  percentage of
     beneficial  ownership  of each reporting person.



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.



ITEM 13. EXHIBITS LIST AND REPORTS ON FORM 8-K

(a)   Exhibits.

          3    Articles of Incorporation  and Bylaws (as amended) - Incorporated
               by reference to the  Company's  Annual  Report on Form 10-KSB for
               the year ended December 31, 1992.
          4    Instruments defining the rights of security holders (contained
               in Exhibit 3 hereof).
       10.1    1987 Non-Qualified  Stock Option Plan, as amended - Incorporated
               by reference to the Company's  Registration Statement No.
               33-34520 on Form S-8.
       10.2    Employment  Agreement  dated February 23, 2004 with Roger D.
               Posey, president.
       10.3    Stock Option Agreement dated February 23, 2004 with Roger D.
               Posey, president.
         21    Subsidiaries of the Registrant: Sonex International, B.V. - The
               Netherlands; Sonex Engines, Inc. - Delaware (both are inactive).
       23.a    Consent of Hausser + Taylor LLC.
       23.b    Consent of C.L. Stewart & Company.
         24    Power of Attorney
       31.1    Certification of Chief Executive Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.
       31.2    Certification of Chief Financial Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.
         32    Certification of Form 10-KSB for the year ended December  31,
               2003 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)   Reports on Form 8-K.

      During the fourth quarter of 2003, the Company filed the following Current
      Report on Form 8-K:

             On October 2, 2003, to disclose that it had been awarded a $165,000
             contract for application of its heavy fuel engine technology.

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES


Audit Fees

During 2003 the Company's current independent accountants, Hausser + Taylor LLC,
billed the Company a total of $20,350 for professional services rendered for the
audit of the Company's  2002 annual  financial  statements and review of interim
financial statements included in the Company's quarterly Form 10-QSB filings for
2003.  Audit fees include fees  associated with the annual audit and the reviews
of the Company's  quarterly  reports and for fees for services that are normally
provided by the accountants in connection with statutory and regulatory  filings
or engagements.

Hausser + Taylor LLC (the "Firm") has a continuing  relationship  with  American
Express Tax and Business  Services,  Inc.  ("TBS") from which it leases auditing
staff  who are full  time,  permanent  employees  of TBS and  through  which its
shareholders  provide non-audit services.  As a result of this arrangement,  the
Firm has no full time  employees  and,  therefore,  none of the  audit  services
performed  were provided by permanent  full time employees of the Firm. The Firm
manages and supervises the audit and audit staff, and is exclusively responsible
for the opinion rendered in connection with its audit.

During 2002 the Company's  previous  independent  accountants,  C.L. Stewart and
Company, billed the Company a total of $9,180 for professional services rendered
for the audit of the Company's  2001 annual  financial  statements and review of
interim  financial  statements  included in the Company's  quarterly Form 10-QSB
filings for 2002.


Other Fees

There  were no fees  billed  during  2003 or 2002 by the  Company's  independent
accountants for audit-related fees, tax fees or any other fees.



                            SIGNATURES


In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant

caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                 SONEX RESEARCH, INC.


April 14, 2004          By:           /s/ Andrew A. Pouring
                              ----------------------------------
                              Andrew A. Pouring
                              Principal Executive Officer

April 14, 2004          By:            /s/ George E. Ponticas
                              ----------------------------------

                              George E. Ponticas
                              Principal Financial and Accounting Officer

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.


April 14, 2004                       /s/ Andrew A. Pouring
                              ----------------------------------
                              Andrew A. Pouring
                              Vice Chairman of the Board of Directors


April 14, 2004                       /s/ Roger D. Posey
                              ----------------------------------
                              Roger D. Posey
				      Director


April 14, 2004                     /s/ Herbert J. Mitschele, Jr.
                              ----------------------------------
                              Herbert J. Mitschele, Jr.
                              Director


The Registrant  will furnish its  shareholders  with copies of its annual report
and proxy statement after the date of this report.



Exhibit 10.2

                           Employment Agreement


         THIS  EMPLOYMENT  AGREEMENT  is entered into as of February 23, 2004 by
and between Sonex Research,  Inc., a Maryland  corporation (the "Company"),  and
Roger D. Posey, an individual (the "Executive").

                             WITNESSETH:

         WHEREAS, the Company desires to employ the Executive, and the Executive
desires to be employed by the Company,  pursuant to the provisions  contained in
this Employment Agreement (the "Agreement");

         NOW,  THEREFORE,  in consideration of the premises,  and the respective
covenants and  agreements of each of the Company and the Executive  contained in
this Agreement, each of the Company and the Executive agrees as follows:

                                 ARTICLE I

                            Certain Definitions

         The following terms shall have the following  respective  meanings when
utilized in this Agreement:

         "Agreement" means this Employment Agreement as it is now or hereafter
in effect.
         "Approved  Board" means a Board of Directors of the Company that, as of
a given  date,  is  comprised  of  individuals  at least a majority of whom have
continuously  served as directors of the Company  during the period of two years
ending on such date, unless the election of each director who was not a director
at the  beginning  of such  two year  period  was  approved  in  advance  by the
directors  representing at least  two-thirds of the directors then in office who
were directors at the beginning of such two year period.
         "Approved Change in Control of the Company" means any transaction or
series of transactions which:
   (a) results, or is reasonably anticipated to result, in a Change in Control
       of the Company;
   (b) is approved by the requisite  vote of an Approved  Board  pursuant to,
       and in  accordance  with,
       applicable law and the Articles of Incorporation and Bylaws of the
       Company; and
   (c) if  required  by  applicable   law  or  the  Articles  of
         Incorporation  or Bylaws of the Company,  is approved by the  requisite
         vote of the  shareholders of the Company pursuant to, and in accordance
         with,  applicable law and the Articles of  Incorporation  and Bylaws of
         the Company.  "Bonus" means, as of a given date, the most recent annual
         performance bonus awarded by the Company to the Executive.
         "Cause"  means  any  action by the  Executive  or any  inaction  by the
Executive which, after due consideration,  is reasonably determined by the Board
of Directors of the Company to constitute:
   (a)   fraud, embezzlement, misappropriation, dishonesty or breach of trust;
   (b)   a felony or moral turpitude;
   (c)   material  breach or violation of any or all of the covenants,
         agreements and obligations of the Executiveset forth in this Agreement,
         other than as the result of the Executive's  death or  Disability;
   (d)   a willful  or  knowing failure or refusal by the  Executive  to perform
         any or all of his material duties and  responsibilities  as an officer
         of the Company,  other than as the result of the Executive's  death or
         Disability; or
   (e)   gross  negligence by the Executive in the  performance  of
         any or all of his material duties and responsibilities as an officer of
         the  Company,  other  than as a  result  of the  Executive's  death  or
         Disability;
provided,  however,  that if the basis for any  termination  of the  Executive's
employment by the Company as set forth in the  Termination  Notice  delivered by
the Company to the Executive is any or all of the definitions of Cause set forth
in  paragraphs  (c), (d) or (e) of this  definition,  then,  in such event,  the
Executive  shall have thirty (30) days from and after the date of his receipt of
such  Termination  Notice to present a  reasonable  plan to cure such  action or
inaction specified in the Termination  Notice,  which plan may require more than
thirty (30) days to cure the specified  action or inaction,  but such plan shall
be reasonably satisfactory to the Company.
         "Change in Control of the  Company"  means any change in control of the
Company of a nature  which would be  required to be reported  (a) in response to
Item 6(e) of Schedule  14A of  Regulation  14A, as in effect on the date of this
Agreement,  promulgated  under the  Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  (b) in response to Item 1 of the Current Report on Form
8-K, as in effect on the date of this Agreement,  promulgated under the Exchange
Act, or (c) in any filing by the Company with the United States  Securities  and
Exchange Commission;  provided,  however, that, without limitation,  a Change in
Control of the Company shall be deemed to have occurred if:
                  (a) subsequent to the date of this Agreement, any "person" (as
         such term is defined in Sections  13(d)(3) and 14(d)(2) of the Exchange
         Act),  other than the  Company,  any  subsidiary  of the Company or any
         compensation,  retirement,  pension or other  employee  benefit plan or
         trust of the  Company or any  subsidiary  of the  Company,  becomes the
         "beneficial  owner" (as such term is defined in Rule 13d-3  promulgated
         under the Exchange Act),  directly or indirectly,  of securities of the
         Company  or  any   successor   to  the  Company   (whether  by  merger,
         consolidation or otherwise)  representing fifteen percent (15%) or more
         of  the  combined  voting  power  of  the  Company's  then  outstanding
         securities;
                  (b)  during  any  period  of  two   consecutive   years,   the
         individuals who at the beginning of such period constitute the Board of
         Directors of the Company  cease for any reason to constitute at least a
         majority  of such  Board of  Directors,  unless  the  election  of each
         director  who was not a director  at the  beginning  of such period has
         been  approved  in  advance  by the  directors  representing  at  least
         two-thirds  of the directors  then in office who were  directors at the
         beginning of such period;
                  (c)  the  Company  shall  merge  or  consolidate  with or into
         another  corporation or other entity, or enter into a binding agreement
         to merge  or  consolidate  with or into  another  corporation  or other
         entity,  other than a merger or consolidation which would result in the
         voting securities of the Company outstanding  immediately prior thereto
         continuing to represent  (either by remaining  outstanding  or by being
         converted  into  voting  securities  of the  surviving  corporation  or
         entity) not less than eighty-five  percent (85%) of the combined voting
         power  of the  voting  securities  of the  Company  or  such  surviving
         corporation  or entity  outstanding  immediately  after such  merger or
         consolidation;
                  (d) the Company  shall  sell,  lease,  exchange  or  otherwise
         dispose  of all or  substantially  all of its  assets,  or enter into a
         binding agreement for the sale, lease, exchange or other disposition of
         all or  substantially  all of its assets,  in one  transaction  or in a
         series of related transactions; or
                  (e) the Company  shall  liquidate or dissolve,  or any plan or
         proposal  shall be adopted for the  liquidation  or  dissolution of the
         Company.
         "Company" means Sonex Research, Inc., a Maryland corporation.
         "Compensation" means the sum of the Executive's Salary and Bonus.
         "Deferred  Amount"  means the  aggregate  amount of all payments by the
Company to the Executive  deferred  pursuant to the provisions  Sections 4.3 and
5.1 of this Agreement.
         "Disability"   means  any  mental  or  physical   illness,   condition,
disability  or  incapacity   which  prevents  the  Executive   from   reasonably
discharging his duties and responsibilities as an officer of the Company. If any
disagreement  or dispute shall arise between the Company and the Executive as to
whether the Executive  suffers from any  Disability,  then,  in such event,  the
Executive  shall  submit to the  physical  or mental  examination  of a licensed
physician,  who is mutually agreeable to the Company and the Executive, and such
physician shall determine whether the Executive suffers from any Disability.  In
the absence of fraud or bad faith, the  determination of such physician shall be
final and binding  upon the Company and the  Executive.  The entire cost of such
examination shall be paid for solely by the Company.
         "Executive" means Roger D. Posey, an individual.
         "Good Reason" means:
                  (a) the assignment by the Board of Directors of the Company to
         the  Executive,  without his  express  written  consent,  of duties and
         responsibilities which results in the Executive having less significant
         duties and  responsibilities  or exercising less significant  power and
         authority  than he had,  or duties  and  responsibilities  or power and
         authority not  comparable to that of the level and nature which he had,
         immediately prior to such assignment;
                  (b)  the  removal  of the  Executive  from,  or a  failure  to
         reappoint the Executive to, his then current  position with the Company
         or its  subsidiaries  or  affiliates,  except (i) with the  Executive's
         express  written  consent or (ii) in connection with any termination of
         the  Executive's  employment  by  the  Company  as  the  result  of the
         Executive's Protracted Disability or for Cause;
                  (c) the  Company's  failure to  perform on a timely  basis its
                  obligations under this Agreement;  (d) the Company's requiring
                  the Executive,  without his express written consent, to travel
                  on Company business to an extent substantially greater than
                  the Executive's business travel obligations immediately prior
                  to such time;
                  (e) the Company's requiring the Executive, without his express
         written consent, to change his place of permanent residency; or
                  (f) the failure of the  Company to obtain the express  written
         assumption  of,  and  agreement  to  perform  on a  timely  basis,  the
         Company's  obligations  under this  Agreement  by any  successor to the
         Company as required by Article X of this Agreement.  "Person" means any
         individual,  person,  firm,  corporation,  partnership,  association or
         other  entity.  "Protracted  Disability"  means  any  Disability  which
         prevents the Executive from reasonably discharging his duties and
         responsibilities as an officer of the Company for a period of six (6)
         consecutive months.
         "Salary" means, as of a given date, the Executive's then current
         annual salary.
         "Successor Agreement" shall have the meaning set forth in Article X of
         this Agreement.
         "Termination  Date" means a specific date not less than forty-five (45)
nor more than ninety (90) days from and after the date of any Termination Notice
upon which the  Executive's  employment  by the Company  shall be  terminated in
accordance with the provisions of this Agreement.
         "Termination  Notice" shall mean a written  notice which sets forth (a)
the  specific   provision  of  this  Agreement  relied  upon  to  terminate  the
Executive's  employment,  (b) in reasonable  detail the facts and  circumstances
claimed to provide the basis for the termination of the Executive's  employment,
and (c) a Termination Date.
         "Territory" shall have the meaning set forth in Section 9.1(a) of this
Agreement.


                             ARTICLE II

                             Employment

         The Company  employs  the  Executive  and the  Executive  accepts  such
employment.  Subject to the direction of the Board of  Directors,  the Executive
shall serve as the President of the Company and each of the existing  subsidiary
corporations  and other  entities  currently  affiliated  with the Company.  The
Executive  shall have such  responsibilities,  perform  such duties and exercise
such power and  authority  as are  inherent  in, or  incident  to, the office of
President  and shall  report  directly to the Board of Directors of the Company.
The Executive shall devote  substantially all of his business time and attention
and his best efforts to the diligent performance of his duties as an employee of
the Company.


                                    ARTICLE III

                                       Term

         Subject  to the  provisions  of  Article  VII  below,  the term of this
Agreement  shall be for the period  commencing on the date of this Agreement and
expiring on March 15, 2006.


                                   ARTICLE IV

                                       Salary

         4.1 Salary.  Beginning on March 15, 2004,  the Company shall pay to the
Executive a salary (subject to applicable payroll and/or other taxes required by
law to be withheld) of One Hundred  Forty  Thousand  Dollars  ($140,000.00)  per
annum. Compensation (salary) to the Executive for the period beginning as of the
date of this  Agreement  through March 14, 2004 is addressed by the terms of the
February 16, 2004 Letter Agreement between the Company and the Executive.
         4.2  Payment  of  Salary.  Payments  of  salary  shall  be  made to the
Executive in installments from time to time on the same dates payments of salary
are generally made to all senior management employees of the Company.
         4.3  Deferral of Salary.  Notwithstanding  anything  contained  in this
Article  IV,  payment  of  Sixty-Eight  Thousand  Dollars  ($68,000.00)  of  the
Executive's  annual salary for each year of the term of this Agreement  shall be
deferred  until March 15, 2006,  unless  payment  shall become due on an earlier
date as provided  for herein or at such  earlier  date as the Board of Directors
determines  that the Company's  cash flow is sufficient to allow such payment in
whole or in part..


                              ARTICLE V

Additional Compensation
         5.1  Inducement  Amount.  The Company  shall pay to the  Executive  the
amount  of  Thirty-Three  Thousand  Dollars  ($33,000)  upon his  execution  and
delivery of this Agreement (the  "Inducement  Amount").  Eight Thousand  Dollars
($8,000) of the Inducement Amount shall be retained by the Company in accordance
with the  provisions of Section 6.4(a) below.  Payment of  Twenty-Five  Thousand
Dollars  ($25,000) of the  Inducement  Amount  shall be shall be deferred  until
February  22,  2006,  unless  payment  shall  become due on an  earlier  date as
provided for herein or at such earlier date as the Board of Directors determines
that the Company's  cash flow is sufficient to allow such payment in whole or in
part.
         5.2 Incentive  Compensation.  For each fiscal year of the Company,  the
Company  shall  pay to the  Executive  incentive  compensation  equal to one and
one-half  percent  (1.5%) of the amount by which the revenues of the Company for
such fiscal  year  exceed the  revenues of the Company for the fiscal year ended
December 31, 2003. For purposes of this Section 5.1, the term  "revenues"  shall
mean revenues as determined in accordance  with  generally  accepted  accounting
principles  applied  on a  consistent  basis with prior  years.  Such  incentive
compensation  shall be paid to the  Executive in cash not later than ninety days
after the conclusion of the fiscal year of the Company.
         5.3  Performance  Bonus.  The Executive may from time to time receive a
performance  bonus as shall  be  determined  by the  Board of  Directors  of the
Company.  For the fiscal year ending  December 31,  2004,  the  Executive  shall
receive a performance bonus of not less than Ten Thousand Dollars ($10,000).


                                   ARTICLE VI

                             Certain Fringe Benefits

         6.1 Generally. The Executive shall be entitled to receive such benefits
and to participate in such benefit plans as are generally  provided from time to
time by the Company to its senior management employees;  provided, however, that
nothing contained in this Section 6.1 shall be construed to obligate the Company
to provide any  specific  benefits to its  employees  generally.  As soon as the
Company's  financial  situation  allows,  the Company shall obtain Directors and
Officers  Liability  Insurance from a reputable  carrier and life insurance with
respect  to the  Executive  with  the  beneficiary  thereof  to be  named by the
Executive.
         6.2 Vacations.  The Executive  shall be entitled to vacation time on an
annual basis in  accordance  with such policies as are from time to time adopted
by the  Company's  Board of  Directors  with  respect to its  senior  management
employees.
         6.3 Automobile.  The Company shall provide the Executive a monthly cash
allowance for use of his personal automobile by the Executive in connection with
the  performance  of his  duties  under this  Agreement.  Such  amount  shall be
mutually  agreed by the  Company  and the  Executive  within  thirty days of the
execution  of this  Agreement.  The  Executive  shall  be  entitled  to  receive
reimbursement  for such automobile  expenses as are incurred by the Executive in
connection with the performance of his duties under this Agreement in accordance
with such  policies as are from time to time  adopted by the Board of  Directors
with respect to senior management employees.
         6.4      Stock.
                  (a)  Simultaneously  with the  execution  and delivery of this
Agreement,  for and in consideration of Eight Thousand Dollars ($8,000.00),  the
Company is issuing to the Executive Eight Hundred  Thousand  (800,000) shares of
its common  stock,  par value $.01 per share (the "Common  Stock").  The Company
shall retain the first Eight  Thousand  Dollars  ($8,000.00)  of the  Inducement
Amount in payment for such shares of Common Stock.
                  (b) Certificates  representing Two Hundred Thousand  (200,000)
shares  of  the  Common  Stock  described  in  Section  6.4(a)  above  shall  be
immediately  delivered to the Executive.  Certificates  representing Six Hundred
Thousand  (600,000) shares of the Common Stock described in Section 6.4(a) above
shall be held by Gary D.  Lipson,  Esquire.  On the  respective  dates set forth
below,  regardless  of whether the  Executive is employed or not employed by the
Company,  Gary D. Lipson,  Esquire shall deliver  certificates  representing the
following numbers of shares of Common Stock to the Executive:

Date                                        Number of Shares

May 31, 2004                                200,000
August 31, 2004                             200,000
November 30, 2004                           200,000

provided,  however, that if Gary D. Lipson, Esquire shall receive written notice
from the Company that the Executive has terminated  his employment  without Good
Reason,  then Gary D. Lipson,  Esquire shall not deliver any of the certificates
then in his  possession to the Executive and shall return such  certificates  to
the Company, and the Company shall pay to the Executive in cash the amount equal
to $.01 per share for each share that is returned to the Company. If there shall
occur a Change in  Control of the  Company,  other  than an  Approved  Change in
Control of the Company,  while the  Executive  is employed by the Company,  then
Gary D. Lipson, Esquire shall immediately deliver all of the certificates in his
possession  to the  Executive.  Gary D.  Lipson,  Esquire  may file an action in
interpleader  at any time and  place the  certificates  into the  registry  of a
court.

                  (c) On or after  February 22, 2005, the Company shall issue to
the Executive  Two Hundred  Thousand  (200,000)  shares of its Common Stock upon
payment by the Executive to the Company of Two Thousand Dollars ($2,000.00).
                  (d) The Executive  represents and warrants to the Company, and
covenants and agrees with the Company, as follows:
                           (i) The  shares of  Common  Stock to be issued to the
         Executive  pursuant  to this  Section  6.4 are  being  acquired  by the
         Executive  for his own account,  and not for the account or  beneficial
         interest of any other  person or entity.  The shares of Common Stock to
         be issued to the  Executive  pursuant  to this  Section  6.4(a) are not
         being  acquired  by the  Executive  with a view to,  or for  resale  in
         connection  with,  any   "distribution"   within  the  meaning  of  the
         Securities  Act of  1933  and the  rules  and  regulations  promulgated
         thereunder  (collectively,   the  "Federal  Securities  Laws")  or  any
         applicable state securities or blue sky laws (collectively,  the "State
         Securities Laws").
                           (ii) Except as otherwise  provided in this Agreement,
         the shares of Common  Stock to be issued to the  Executive  pursuant to
         this Section 6.4 have not been, and will not be,  registered  under the
         Federal Securities Laws or any State Securities Laws and, as such, must
         be held by the  Executive  unless  and until they are  subsequently  so
         registered  under the Federal  Securities Laws and any applicable State
         Securities  Laws  or  an  exemption  from  registration  thereunder  is
         available.  The  shares of Common  Stock to be issued to the  Executive
         pursuant to this Section 6.4  constitute  "restricted  securities,"  as
         that term is  defined in Rule 144  promulgated  by the  Securities  and
         Exchange Commission under the Securities Act of 1933.
                           (iii) The Executive shall not sell, assign, transfer,
         convey,   pledge,   hypothecate,   encumber  or  otherwise  dispose  of
         (collectively,  a "Transfer")  any or all of the shares of Common Stock
         to be issued to him pursuant to this Section 6.4,  unless such Transfer
         is  registered  under the Federal  Securities  Laws and any  applicable
         State  Securities  Laws  or  a  specific  exemption  from  registration
         thereunder  is  available.  Any Transfer of any or all of the shares of
         Common Stock to be issued to the Executive pursuant to this Section 6.4
         which is made  pursuant  to an  exemption  claimed  under  the  Federal
         Securities Laws and any applicable State Securities Laws will require a
         favorable  opinion of the  Executive's  legal  counsel,  in form and in
         substance  satisfactory  to the Company and its legal  counsel,  to the
         effect that such Transfer does not and will not violate the  provisions
         of the Federal Securities Laws or any applicable State Securities Laws.
                           (iv) Except as otherwise  provided in this Agreement,
         the Company is under no obligation  whatsoever to file any registration
         statement  under the Federal  Securities  Laws or any State  Securities
         Laws to register any Transfer of any shares of Common Stock held by the
         Executive,  or to take any other  action  necessary  for the purpose of
         making an exemption  from  registration  available to the  Executive in
         connection with any such Transfer.  Stop transfer  instructions will be
         issued by the Company  with respect to the shares of Common Stock to be
         issued to the Executive pursuant to this Section 6.4.
                           (v) There will be placed upon all of the certificates
         representing  shares of Common  Stock  delivered  by the Company to the
         Executive,  and any and all certificates  delivered in partial or total
         substitution   therefore,   a   restrictive   legend  which  will  read
         substantially as follows:

     THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  MAY NOT BE SOLD,  ASSIGNED,
     TRANSFERRED,  CONVEYED,  PLEDGED,  HYPOTHECATED,  ENCUMBERED  OR  OTHERWISE
     DISPOSED  OF UNLESS (A) THEY ARE  COVERED BY A  REGISTRATION  STATEMENT  OR
     POST-EFFECTIVE  AMENDMENT  THERETO,  EFFECTIVE  UNDER THE SECURITIES ACT OF
     1933,  AS  AMENDED,  OR (B) SUCH SALE,  ASSIGNMENT,  TRANSFER,  CONVEYANCE,
     PLEDGE, HYPOTHECATION,  ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM THE
     PROVISIONS OF SECTION 5 OF THAT ACT.

                  (e) At any time and from time to time,  promptly  upon request
by the Executive,  the Company shall cause a registration  statement to be filed
with the SEC regarding some or all of the shares of Common Stock issued or to be
issued to the Executive pursuant to this Section 6.4.
         6.5      Stock Options.
                  (a) The  Executive  shall be  entitled to  participate  in the
Company's  stock option  plans as may from time to time be in effect,  including
without  limitation  the  Company's  1987  Non-Qualified  Stock Option Plan,  as
amended,  and to receive such  incentive or other stock options as may from time
to time be granted to him thereunder;  provided, however, that nothing contained
in this Section 6.5(a) shall be construed to obligate the Company,  its Board of
Directors or any  committee of its Board of Directors to grant any  incentive or
other stock option whatsoever to the Executive.
                  (b)  Simultaneously  with the  execution  and delivery of this
Agreement,  the Company  and the  Executive  are  entering  into a Stock  Option
Agreement  pursuant to which, among other things, the Company is granting to the
Executive  options to purchase Five Hundred Thousand  (500,000) shares of common
stock of the  Company  on the  terms and  subject  to the  conditions  set forth
therein.
         6.6 Business,  Travel and Entertainment  Expenses.  Within a reasonable
time after the  submission  of  appropriate  receipts and other  evidence by the
Executive, the Company shall pay, or reimburse the Executive for, all reasonable
business,  travel  and  entertainment  expenses  incurred  by the  Executive  in
connection with the performance of his duties and  responsibilities on behalf of
the Company.

                                  ARTICLE VII

                           Termination of Employment

         7.1      Termination of Employment.
                  (a) Notwithstanding the provisions of Article III hereof, this
Agreement  (i) shall  automatically  terminate  upon the death of the  Executive
pursuant to the provisions of Section 7.2 hereof,  (ii) may be terminated at any
time by the Company  pursuant to the  provisions  of Sections 7.3 or 7.4 hereof,
and  (iii)  may be  terminated  at any  time by the  Executive  pursuant  to the
provisions of Section 7.5 hereof.
                  (b) If either the  Company or the  Executive  shall  desire to
terminate  the  Executive's  employment  by the  Company  pursuant to any of the
provisions of Sections 7.3, 7.4, or 7.5 of this Agreement,  then, in such event,
the party causing such  termination  shall  provide a Termination  Notice to the
other party.
                  (c) If this Agreement  shall be terminated  pursuant to any of
the provisions of this Article VII, the Company shall be discharged  from all of
its  obligations  to the Executive  under this Agreement upon the payment to the
Executive of the amount set forth in the Section of this Article VII pursuant to
which such  termination  shall occur.  The Executive's sole and exclusive remedy
for the  termination  of this Agreement  prior to March 15, 2006,  regardless of
whether such termination shall be initiated by the Company or the Executive, and
regardless of whether such termination shall be with or without Cause,  shall be
the  payment  by the  Company  to the  Executive  of the amount set forth in the
Section of this Article VII pursuant to which such termination shall occur.
         7.2  Death of  Executive.  If  during  the term of this  Agreement  the
Executive  shall die, then the  employment of the Executive by the Company shall
automatically terminate on the date of the Executive's death. In such event, not
more than thirty (30) days after the date of the Executive's  death, the Company
shall pay to the Executive's  estate or as otherwise directed by the Executive's
personal  representative or executor,  an amount in cash equal to the sum of (a)
the Deferred Amount accrued through the end of the calendar month of the date of
the  Executive's  death  and  (b)  the  Executive's   Compensation  (subject  to
applicable payroll and/or other taxes required by law to be withheld) determined
as of the date of the Executive's death.
         7.3      Disability of Executive.
                  (a) In the  event  that at any  time  during  the term of this
Agreement the Executive shall suffer any  Disability,  then the Company shall be
obligated to continue to pay in the  ordinary and normal  course of its business
to  the  Executive  or his  legal  representative,  as  the  case  may  be,  the
Executive's  Compensation  (subject to  applicable  payroll  and/or  other taxes
required by law to be  withheld)  from the date that the  Executive  shall first
suffer any such  Disability to the date that the  Executive's  employment by the
Company shall be terminated pursuant to any of the provisions of this Agreement.
                  (b)  In  the  event  that  the  Executive   shall  suffer  any
Protracted  Disability  during the term of this Agreement,  then the Company may
terminate the Executive's  employment  under this  Agreement.  In such event, in
addition to any other  benefits  which may have been  provided by the Company to
the Executive or his legal  representative,  as the case may be, pursuant to the
provisions  of  Section  7.3(a)  above,  not  later  than the  Termination  Date
specified in the Termination Notice delivered by the Company to the Executive or
his  legal  representative,  as the case may be,  the  Company  shall pay to the
Executive or as otherwise  directed by the Executive's  legal  representative an
amount in cash equal to the sum of (i) the Deferred  Amount accrued  through the
end of the  calendar  month of the date of the  termination  of the  Executive's
employment and (ii) the Executive's  Compensation (subject to applicable payroll
and/or taxes  required by law to be withheld)  determined as of the date of such
Termination  Notice.  Subsequent to such Termination  Date, the Executive or his
legal representative,  as the case may be, shall also be entitled to receive any
benefits  which  may  be  payable  under  any  disability  insurance  policy  or
disability plan provided to the Executive by the Company.
         7.4      Termination of Employment by Company.
                  (a) The Company may terminate  this Agreement at any time with
Cause.  In such event,  the Company shall be obligated to continue to pay in the
ordinary  and normal  course of its  business to the  Executive  only his Salary
(subject  to  applicable  payroll  and/or  other  taxes  required  by  law to be
withheld) through the Termination Date set forth in the Termination  Notice and,
on such date of termination, the Company shall pay to the Executive the Deferred
Amount accrued through the date of termination of the Executive's employment.
                  (b) The  Company  may  terminate  this  Agreement  at any time
without Cause. In such event,  (i) not later than the Termination Date specified
in the Termination  Notice,  the Company shall pay to the Executive an amount in
cash  equal  to the  sum of (A) the  Deferred  Amount  and  (B) the  Executive's
Compensation  (subject to applicable  payroll and/or other taxes required by law
to be withheld) determined as of the date of such Termination Notice through the
remaining term of the Agreement and (ii) the  restrictions  set forth in Section
9.1(b) hereof shall not be applicable to the Executive.
         7.5      Termination of Employment by Executive.
                  (a) The  Executive may  terminate  this  Agreement at any time
with Good  Reason.  In such  event,  (i) not  later  than the  Termination  Date
specified in the Termination  Notice,  the Company shall pay to the Executive an
amount  in  cash  equal  to the  sum of (A)  the  Deferred  Amount  and  (B) the
Executive's  Compensation  (subject to  applicable  payroll  and/or  other taxes
required by law to be withheld)  determined  as of the date of such  Termination
Notice through the remaining term of the Agreement and (ii) the restrictions set
forth in Section 9.1(b) hereof shall not be applicable to the Executive.
                  (b) The  Executive may  terminate  this  Agreement at any time
without Good Reason.  In such event,  the Company shall be obligated to continue
to pay in the ordinary and normal course of its business to the  Executive  only
his Salary (subject to applicable  payroll and/or other taxes required by law to
be withheld)  through the Termination  Date set forth in the Termination  Notice
and, on such date of  termination,  the Company  shall pay to the  Executive the
Deferred  Amount  accrued  through the date of  termination  of the  Executive's
employment.


                                  ARTICLE VIII

                            Termination of Employment
                        Subsequent to a Change in Control
                                 of the Company

         8.1  Termination  of  Employment.  Notwithstanding  the  provisions  of
Articles III and VII of this Agreement,  in the event that (a) there shall occur
any Change in Control of the Company,  other than an Approved  Change in Control
of the Company, and (b) at any time subsequent to the date of any such Change in
Control of the Company, either (i) the Company shall terminate the employment of
the  Executive  for any  reason,  other  than as the  result of the death or the
Protracted Disability of the Executive or for Cause, or (ii) the Executive shall
terminate his employment for Good Reason, then, in any such event, (A) not later
than the Termination  Date specified in the Termination  Notice delivered by the
Company to the  Executive,  or by the Executive to the Company,  as the case may
be,  the  Company  shall pay to the  Executive  an  amount in cash  equal to the
Executive's Compensation,  determined as of the date of such Termination Notice,
multiplied by three  (subject to applicable  payroll and/or other taxes required
by law to be withheld),  (B) the restrictions set forth in Section 9.1(b) hereof
shall not be  applicable  to the  Executive,  and (C) any and all stock  options
granted to the Executive under any stock option plan of the Company or otherwise
as may from  time to time be in  effect,  which  shall not by their  terms  have
vested on or before such Termination Date, shall vest on such Termination Date.
         8.2 Limitation on Payment. Notwithstanding anything to the contrary set
forth in Section  8.1 above,  the amount  paid by the  Company to the  Executive
shall be limited to the maximum  amount  which will not  constitute a "parachute
payment," as such term is defined in Section  280G(b)(2) of the Internal Revenue
Code of 1986,  as  amended.  This  limitation  shall first be applied to amounts
provided pursuant to clause (C) of Section 8.1 hereof (otherwise included in the
calculation  of a parachute  payment) to the extent  thereof and then to amounts
provided pursuant to clause (A) of Section 8.1 hereof.


                                 ARTICLE IX

                    Certain Restrictions on the Executive

         9.1      Certain Restrictions.  The Executive covenants and agrees with
                  the Company as follows: (a) He shall not at any time, directly
                  or indirectly, for himself or any other Person which
competes in any manner with the Company or any of its subsidiaries or affiliates
in the United States of America or its  territories and possessions or any other
countries in which the Company as of the date of  termination  of this Agreement
conducts its business directly or indirectly  through any of its subsidiaries or
affiliates (collectively,  the "Territory"),  employ, attempt to employ or enter
into any  contractual  arrangement  for employment  with, any employee or former
employee of the Company or any of its  subsidiaries  or affiliates,  unless such
former  employee  shall  not have been  employed  by the  Company  or any of its
subsidiaries or affiliates for a period of at least one year.
                  (b) He shall not,  during the term of this Agreement and for a
period of two years from and after the date of  termination  of this  Agreement,
directly or  indirectly,  (i) acquire or own in any manner any  interest  in, or
loan any amount to, any Person  which  competes  with the  Company or any of its
subsidiaries or affiliates in the combustion process of reciprocating engines of
all kinds and rotary engines (the "Business") in the Territory, (ii) be employed
by or serve as an employee,  agent,  officer, or director of, or as a consultant
to, any  Person,  other than the Company and its  subsidiaries  and  affiliates,
which  competes  with the  Company  or its  subsidiaries  or  affiliates  in the
Business in the Territory, or (iii) compete with the Company or its subsidiaries
or affiliates in the Business in the Territory. The foregoing provisions of this
Section  9.1(b) shall not prevent the  Executive  from  acquiring and owning not
more than  five  percent  (5%) of the  equity  securities  of any  Person  whose
securities  are listed for  trading on a  national  securities  exchange  or are
regularly traded in the over-the-counter securities market.
                  (c)  In  the  course  of  the  Executive's  employment  by the
Company,   the  Executive  will  have  access  to  confidential  or  proprietary
information of the Company and its  subsidiaries  and affiliates.  The Executive
shall  not at any time  divulge  or  communicate  to any  Person,  or use to the
detriment  of  the  Company  or  its   subsidiaries  or  affiliates,   any  such
confidential or proprietary  information.  The term "confidential or proprietary
information"  shall mean  information  not  generally  available  to the public,
including  without  limitation  personnel  information,  financial  information,
customer  lists,  supplier lists,  marketing plans and analyses,  trade secrets,
computer  software and source and object codes and  procedures and techniques of
operating  and  managing the  business of the Company and its  subsidiaries  and
affiliates.
         9.2 Remedies.  It is recognized and acknowledged by each of the Company
and the  Executive  that a breach or violation by the Executive of any or all of
his covenants and  agreements  contained in Section 9.1 of this  Agreement  will
cause  irreparable  harm and  damage to the  Company  and its  subsidiaries  and
affiliates in a monetary amount which would be virtually impossible to ascertain
and,  therefore,  will  deprive  the  Company  of an  adequate  remedy  at  law.
Accordingly,  if  the  Executive  shall  breach  or  violate  any  or all of his
covenants and agreements  set forth in Section 9.1 hereof,  then the Company and
its  subsidiaries  and affiliates  shall have resort to all equitable  remedies,
including   without   limitation  the  remedies  of  specific   performance  and
injunction,  both permanent and  temporary,  as well as all other remedies which
may be available at law.
         9.3 Intent.  It is the intent of the parties that the  restrictions set
forth in Section 9.1 hereof shall be enforced to the fullest extent  permissible
under the laws and public policies of each  jurisdiction in which enforcement of
such  restrictions  may be sought.  If any  provision  contained  in Section 9.1
hereof shall be adjudicated by a court of competent  jurisdiction  to be invalid
or  unenforceable  because  of its  duration  or  geographic  scope,  then  such
provision shall be reduced by such court in duration or geographic scope or both
to such extent as to make it valid and  enforceable  in the  jurisdiction  where
such court is located,  and in all other respects shall remain in full force and
effect.


                                  ARTICLE X

                          Successor to the Company

                  The Company shall  require any  successor,  whether  direct or
indirect, and whether by purchase, merger, consolidation or otherwise, to all or
substantially  all of the business or properties  and assets of the Company,  to
execute  and  deliver  to  the  Executive,  not  later  than  the  date  of  the
consummation of any such purchase, merger, consolidation or other transaction, a
written  instrument  in form and in  substance  reasonably  satisfactory  to the
Executive and his legal counsel pursuant to which any such successor shall agree
to assume  and to  perform on a timely  basis or to cause to be  performed  on a
timely basis all of the Company's  covenants,  agreements  and  obligations  set
forth in this Agreement (a "Successor Agreement"). The failure of the Company to
cause any such  successor  to execute and deliver a Successor  Agreement  to the
Executive  shall (a)  constitute a breach of the provisions of this Agreement by
the Company and (b) be deemed to  constitute a  termination  by the Executive of
his  employment  hereunder (as of the date upon which any such  successor  shall
succeed to all or substantially  all of the business or properties and assets of
the Company) for Good Reason.


                              ARTICLE XI

                            Attorneys' Fees

                  In the event  that any  litigation  shall  arise  between  the
Company and the Executive based, in whole or in part, upon this Agreement or any
or all of the  provisions  contained  herein,  then,  in  any  such  event,  the
prevailing  party in any such  litigation  shall be entitled to recover from the
non-prevailing party, and shall be awarded by a court of competent jurisdiction,
any and all reasonable  fees and  disbursements  of trial and appellate  counsel
paid,  incurred or suffered by such  prevailing  party as the result of, arising
from, or in connection with, any such litigation.




                                   ARTICLE XII

                            Miscellaneous Provisions

     12.1  Governing  Law.  This  Agreement  shall be governed  by, and shall be
construed and interpreted in accordance, with the laws of the State of Maryland.
     12.2  Notices.  Any and all  notices and other  communications  required or
permitted to be given pursuant to this  Agreement  shall be in writing and shall
be deemed to have been duly given when  delivered by hand, or when  delivered by
mail,  by  registered  or  certified  mail,  postage  prepaid,   return  receipt
requested,  to the respective parties at the following respective addresses:  If
to the Company: Sonex Research, Inc. 23 Hudson Street Annapolis,  Maryland 21401
Attention: Chief Executive Officer If to the Executive: Roger D. Posey 6204 Long
Meadow Drive Sykesville, Maryland 21784 or to such other address as either party
may from time to time give written notice of to the other in accordance with the
provisions of this Section 12.2.
     12.3 Entire  Agreement.  This Agreement  constitutes  the entire  agreement
between the Company and the Executive  with respect to the subject matter hereof
and  supersedes  all  prior   agreements,   understandings,   negotiations   and
arrangements,  both oral and written, between the Company and the Executive with
respect to such subject matter.
     12.4  Amendments.  This  Agreement  may not be amended or  modified  in any
manner,  except by a written instrument  executed by each of the Company and the
Executive.
     12.5 Benefits;  Binding Effect. This Agreement shall be for the benefit of,
and shall be binding  upon,  each of the  Company  and the  Executive  and their
respective heirs, personal  representatives,  executors,  legal representatives,
successors and assigns.
     12.6 Severability. The invalidity of any one or more of the words, phrases,
sentences,  clauses or sections contained in this Agreement shall not affect the
enforceability  of the remaining  portions of this Agreement or any part hereof,
all of which are inserted  conditionally  on their being valid in law. Except as
otherwise  provided  in  Section  9.3  above,  if any one or more of the  words,
phrases,  sentences,  clauses or sections  contained in this Agreement  shall be
declared  invalid  by any court of  competent  jurisdiction,  then,  in any such
event,  this  Agreement  shall be  construed  as if such  invalid word or words,
phrase or phrases,  sentence  or  sentences,  clause or  clauses,  or section or
sections had not been inserted.
     12.7 No Waivers. The waiver by either party of a breach or violation of any
provision  of this  Agreement  by any  other  party  shall  not  operate  nor be
construed  as a waiver of any  subsequent  breach or  violation.  The  waiver by
either  party to  exercise  any right or remedy it or he may  possess  shall not
operate  nor be  construed  as a bar to the  exercise of such right or remedy by
such party upon the occurrence of any subsequent breach or violation.
     12.8 Headings.  The headings  contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
any or all of the provisions hereof.  12.9  Counterparts.  This Agreement may be
executed in any number of counterparts  and by the separate  parties in separate
counterparts, each of which shall be deemed to constitute an original and all of
which shall be deemed to constitute the one and the same instrument.

         IN WITNESS WHEREOF, each of the parties has executed and delivered this
Agreement as of the date first written above.

Sonex Research, Inc.


By__________________________________        ___________________________________
         Andrew A. Pouring,                          Roger D. Posey
         Chief Executive Officer




                                                                   Exhibit 10.2

                               Stock Option Agreement

         THIS STOCK OPTION  AGREEMENT is entered into as of February 23, 2004 by
and between Sonex Research,  Inc., a Maryland  corporation (the "Company"),  and
Roger D. Posey, an individual (the "Executive").


                                     RECITALS:

         A.       The Company desires to employ the Executive.
         B. In order to induce the Executive to be employed by the Company,  the
Company desires to grant to the Executive  certain options to purchase shares of
the Company's common stock, par value $.01 per share (the "Common Stock").
         C. Each of the  Company  and the  Executive  desires to enter into this
Stock Option Agreement (the "Agreement") for the purpose of evidencing the grant
of such options and setting forth certain of the terms and conditions  governing
the exercise thereof.

         NOW,  THEREFORE,  in consideration of the premises,  and the respective
covenants and  agreements  of the parties set forth herein,  each of the Company
and the Executive agrees as follows:


                            ARTICLE I

                          Stock Options

     1.1 Grant of Options. Subject to the terms and conditions set forth in this
Agreement,  for and in  consideration  of Ten  Dollars  ($10) and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged by
the  Company,  the  Company  grants to the  Executive  options  to  purchase  an
aggregate  of  Five   Hundred   Thousand   (500,000)   shares  of  Common  Stock
(collectively,  the  "Options").
     1.2 Date of Grant.  The date of grant of the Options is  February  23, 2004
(the "Grant Date").
     1.3 Maximum Term of Options.  In no event may the Options be exercised,  in
whole or in part, after February 22, 2014.
         1.4 Vesting , Exercisabiltiy and Exercise Price of Options. The Options
shall vest and be  exercisable  on and after the dates set forth below as to the
number  of shares of Common  Stock set forth  below at the  respective  exercise
price per share of Common Stock set forth below:

                                             Number         Exercise Price
  Date Becoming Exercisable                 of shares          Per Share

  Grant Date                                 100,000              $0.25
  Six months after Grant Date                100,000              $0.50
  Twelve months after Grant Date             100,000              $1.00
  Eighteen months after Grant Date           100,000              $1.50
  Twenty-four months after Grant Date        100,000              $2.00

The  vesting of the Options and the  Executive's  right to exercise  the Options
shall be cumulative.

         1.5      Exercise and Payment.
                  (a)  Subject  to the  provisions  of Section  1.4  above,  the
         Options may be  exercised,  in whole or in part, by delivery of written
         notice to the Company  indicating the number of Options which are being
         exercised by the  Executive,  accompanied by payment of the full amount
         of  the  "Aggregate  Exercise  Price"  (as  such  term  is  hereinafter
         defined).
                  (b) For  purposes of this  Section  1.5,  the term  "Aggregate
         Exercise Price" shall mean the appropriate exercise price per share set
         forth in the Vesting and  Exercise  Schedule  above  multiplied  by the
         number of Options being exercised by the Executive.
                  (c)  The  Aggregate  Exercise  Price  shall  be  paid  by  the
         Executive to the Company by the delivery of (i) cash, (ii) certified or
         cashiers'  check,  (iii)  shares of Common Stock  already  owned by the
         Executive, (iv) the withholding of shares of Common Stock issuable upon
         such exercise of the Options, (v) irrevocable  instructions to a broker
         to deliver  promptly to the Company the amount of sale or loan proceeds
         required to pay the  purchase  price,  or (vi) any  combination  of the
         foregoing  methods of  payment.  Shares of Common  Stock  delivered  in
         payment of all or any part of the amounts  payable in  connection  with
         the exercise of Options,  and shares of Common Stock  withheld for such
         payment,  shall be valued for such purpose at their "Fair Market Value"
         (as such term is hereinafter defined) as of the date of exercise of the
         Options.
                  (d) "Fair Market  Value" of a share of Common Stock on any day
         means the last sale price (or, if no last sale price is  reported,  the
         average  of the high bid and low  asked  prices)  for a share of Common
         Stock on such day (or,  if such day is not a trading  day,  on the next
         preceding  trading  day) as reported  on NASDAQ or, if not  reported on
         NASDAQ, as quoted by the National Quotation Bureau Incorporated,  or if
         the Common Stock is listed on an exchange, on the principal exchange on
         which the Common Stock is listed.  If for any day the Fair Market Value
         of a share of Common Stock is not  determinable by any of the foregoing
         means,  then the Fair Market Value for such day shall be  determined in
         good  faith by the  Company on the basis of such  quotations  and other
         considerations  as the Company deems  appropriate.
     1.6  Limitations  on  Exercise  and  Assignment.   During  the  Executive's
lifetime,  the Options  granted  pursuant to this Agreement shall be exercisable
only by the Executive, and the Options shall not be transferable except, in case
of the  death  of  the  Executive,  by  will  or by  the  laws  of  descent  and
distribution.  The  Options  granted  pursuant  to this  Agreement  shall not be
subject to attachment, execution or other similar legal process. In the event of
(a) any attempt by the Executive to alienate,  assign,  pledge,  hypothecate  or
otherwise dispose of the Options,  except as provided herein, or (b) the levy of
any  attachment,  execution or similar legal process upon the rights or interest
granted to the Executive pursuant to this Agreement, the Company, at its option,
may terminate the Options by the delivery of written notice to the Executive and
the Options shall thereupon become null and void.
     1.7 No Rights of  Shareholder.  Neither the  Executive nor any other person
shall be, or shall have any of the rights and  privileges  of, a shareholder  of
the Company with respect to any shares of Common Stock  purchasable  or issuable
upon the  exercise  of the  Options,  in whole or in part,  prior to the date of
exercise  of the Options and  payment in full of the  Aggregate  Exercise  Price
therefor.
     1.8 Stock  Adjustment.  If there is any  change in the number of issued and
outstanding shares of Common Stock by reason of any stock split, stock dividend,
recapitalization  or other  similar  transaction,  then the  number of shares of
Common  Stock   subject  to  the  Options  and  the  Exercise   Price  shall  be
proportionately adjusted.
     1.9 Stock Reserved.  The Company shall at all times during the term of this
Agreement reserve and keep available such number of shares of its authorized but
unissued  Common Stock,  or its Common Stock held as treasury stock, as shall be
sufficient to satisfy the terms of this Agreement.
         1.10   Corporate   Reorganization.   If  there  shall  be  any  capital
reorganization   or   consolidation  or  merger  of  the  Company  with  another
corporation  or  corporations  or  entity  or  entities,  or any  sale of all or
substantially  all  of  the  Company's   properties  and  assets  to  any  other
corporation or corporations or entity or entities,  then, in any such event, the
Company  shall take such action as may be necessary  to enable the  Executive to
receive  upon  any  subsequent  exercise  of the  Options,  in whole or in part,
including  any shares  under the Options for which the right to exercise has not
accrued  pursuant to the  provisions of Section 1.4 above,  in lieu of shares of
Common  Stock,  securities or other assets as were issuable or payable upon such
reorganization, consolidation, merger or sale in respect of, or in exchange for,
such shares of Common Stock.
         1.11     Intent.
                  (a) The Options  granted to the Executive  hereunder shall not
constitute "incentive stock options" under the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder.
                  (b) The Options  granted to the  Executive  hereunder  are not
being granted pursuant to the Company's 1987 Non-Qualified Stock Option Plan.

                            ARTICLE II

                     Termination of Employment

         2.1 Death; Protracted Disability.  If the Executive's employment by the
Company  shall be terminated  by reason of the  Executive's  death or Protracted
Disability,  then all of the Options  granted to the Executive  pursuant to this
Agreement which have not previously vested pursuant to the provisions of section
1.4 shall vest on the date of death or the date of the  Executive's  termination
of employment by reason of Protracted Disability, as the case may be, and may be
exercised by the  Executive or his estate,  personal  representative,  executor,
administrator,  legal  representative or any person who acquired such Options by
will or by the laws of descent and  distribution  or by law, as the case may be,
at any time prior to the earlier of (a) the expiration  date of such Options set
forth in this  Agreement  or (b) two  years  after  the date of  termination  of
employment.

         2.2  Cause.  If the  Executive's  employment  by the  Company  shall be
terminated  by the Company for Cause or by the  Executive  without  Good Reason,
then:
                  (a) all of the Options  granted to the  Executive  pursuant to
         this Agreement  which shall not have vested shall terminate on the date
         of termination of employment; and
     (b) all of the Options granted to the Executive  pursuant to this Agreement
which shall have vested but which shall not have been  previously  exercised  by
the Executive shall terminate on the date of termination of employment.
     2.3 Other Termination.  If the Executive's  employment by the Company shall
be terminated  for any reason other than one set forth in Section 2.1 or Section
2.2 above, then:
                  (a) all of the Options  granted to the  Executive  pursuant to
         this Agreement which shall not have previously vested shall vest on the
         date of termination of employment; and
                  (b) all of the Options  granted to the  Executive  pursuant to
         this Agreement which shall have  previously  vested pursuant to Section
         1.4 but which shall not have been previously exercised by the Executive
         may be exercised  by the  Executive at any time prior to the earlier of
         (i) the expiration  date of such Options set forth in this Agreement or
         (ii) one year from and after the date of termination of employment.

     2.4 Certain Defined Terms. The terms "Protracted  Disability,"  "Cause" and
"Good  Reason"  shall  have the  respective  meanings  assigned  to them in that
certain  Employment  Agreement of even date  herewith by and between the Company
and the Executive.

                           ARTICLE III

                    Delivery of Certificates

         As soon as  practicable  following any exercise by the Executive of the
Options,  the Company  shall deliver or cause to be delivered to the Executive a
certificate  or  certificates  representing  the shares of Common Stock acquired
pursuant to any such exercise;  provided, however, that the Company may postpone
the time of delivery of any  certificate  for such period of time as the Company
shall deem  necessary  or desirable in order to enable it to comply with (i) the
listing  requirements of any securities exchange or the National  Association of
Securities  Dealers,  Inc. Automated  Quotation system, (ii) the requirements of
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder  (collectively,
the "Federal  Securities  Laws"),  or (iii) the  requirements  of any applicable
state  securities  or blue sky laws and the  rules and  regulations  promulgated
thereunder (collectively, the "State Securities Laws").


                               ARTICLE IV

      Certain Representations, Warranties, Covenants and Agreements
                            of the Executive

     The  Executive  represents  and warrants to the Company,  and covenants and
agrees with the Company, as follows:

     (a) The  shares of Common  Stock to be  issued  to the  Executive  upon any
exercise of the Options are being acquired by the Executive for his own account,
and not for the account or  beneficial  interest of any other  person or entity.
The shares of Common  Stock to be issued to the  Executive  upon any exercise of
the  Options  are not being  acquired  by the  Executive  with a view to, or for
resale in connection with, any "distribution"  within the meaning of the Federal
Securities Laws or any applicable State Securities Laws.
                  (b) The shares of Common  Stock to be issued to the  Executive
upon any  exercise of the  Options  have not been,  and will not be,  registered
under the Federal  Securities  Laws or any State  Securities  Laws and, as such,
must be held  by the  Executive  unless  and  until  they  are  subsequently  so
registered under the Federal Securities Laws and any applicable State Securities
Laws or an exemption from  registration  thereunder is available.  The shares of
Common  Stock to be issued to the  Executive  upon any  exercise  of the Options
constitute  "restricted  securities,"  as that  term  is  defined  in  Rule  144
promulgated by the Securities and Exchange Commission under the Securities Act.
                  (c) The Executive shall not sell,  assign,  transfer,  convey,
pledge,  hypothecate,   encumber  or  otherwise  dispose  of  (collectively,   a
"Transfer")  any or all of the  shares of Common  Stock to be issued to him upon
any  exercise of the  Options,  unless such  Transfer  is  registered  under the
Federal  Securities Laws and any applicable  State Securities Laws or a specific
exemption from registration thereunder is available.  Any Transfer of any or all
of the shares of Common Stock to be issued to the Executive upon any exercise of
the Options  which is made  pursuant to an exemption  claimed  under the Federal
Securities  Laws  and any  applicable  State  Securities  Laws  will  require  a
favorable  opinion of the  Executive's  legal counsel,  in form and in substance
satisfactory  to the  Company  and its legal  counsel,  to the effect  that such
Transfer does not and will not violate the provisions of the Federal  Securities
Laws or any applicable State Securities Laws.
                  (d) The Company is under no obligation  whatsoever to file any
registration statement under the Federal Securities Laws or any State Securities
Laws to  register  any  Transfer  of any  shares  of  Common  Stock  held by the
Executive,  or to take any other action  necessary  for the purpose of making an
exemption from  registration  available to the Executive in connection  with any
such  Transfer.  Stop transfer  instructions  will be issued by the Company with
respect to the  shares of Common  Stock to be issued to the  Executive  upon any
exercise of the Options.
                  (e)  There  will  be  placed  upon  all  of  the  certificates
representing  shares of Common Stock  delivered by the Company to the Executive,
and any  and  all  certificates  delivered  in  partial  or  total  substitution
therefor, a restrictive legend which will read substantially as follows:

     THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  MAY NOT BE SOLD,  ASSIGNED,
     TRANSFERRED,  CONVEYED,  PLEDGED,  HYPOTHECATED,  ENCUMBERED  OR  OTHERWISE
     DISPOSED  OF UNLESS (A) THEY ARE  COVERED BY A  REGISTRATION  STATEMENT  OR
     POST-EFFECTIVE  AMENDMENT  THERETO,  EFFECTIVE  UNDER THE SECURITIES ACT OF
     1933,  AS  AMENDED,  OR (B) SUCH SALE,  ASSIGNMENT,  TRANSFER,  CONVEYANCE,
     PLEDGE, HYPOTHECATION,  ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM THE
     PROVISIONS OF SECTION 5 OF THAT ACT.



                          ARTICLE V

                   Registration of Shares

         At any  time  and  from  time to time,  promptly  upon  request  by the
Executive, the Company shall cause a registration statement to be filed with the
SEC  regarding  some or all of the shares of Common Stock issued or to be issued
to the Executive upon exercise of some or all of the Options.


                        ARTICLE VI

                 Miscellaneous Provisions

     6.1  Governing  Law.  This  Agreement  shall be  governed  by, and shall be
construed and interpreted in accordance, with the laws of the State of Maryland.
         6.2 Notices. Any and all notices and other  communications  required or
permitted to be given pursuant to this  Agreement  shall be in writing and shall
be deemed to have been duly given when  delivered by hand, or when  delivered by
mail,  by  registered  or  certified  mail,  postage  prepaid,   return  receipt
requested,  to the respective parties at the following respective addresses:  If
to the Company: Sonex Research, Inc.
                                    23 Hudson Street
                                    Annapolis, Maryland  21401
                                    Attention:  Chief Executive Officer
If to the Executive:                Roger D. Posey
                                    6204 Long Meadow Drive
                                    Sykesville, Maryland  21784
or to such  other  address  as either  party may from time to time give  written
notice of to the other in accordance with the provisions of this Section 6.2.
         6.3 Entire Agreement.  This Agreement  constitutes the entire agreement
between the Company and the Executive  with respect to the subject matter hereof
and  supersedes  all  prior   agreements,   understandings,   negotiations   and
arrangements,  both oral and written, between the Company and the Executive with
respect to such subject matter.
         6.4  Amendments.  This  Agreement may not be amended or modified in any
manner,  except by a written instrument  executed by each of the Company and the
Executive.
         6.5 Benefits;  Binding Effect.  This Agreement shall be for the benefit
of, and shall be binding  upon,  each of the Company and the Executive and their
respective heirs, personal  representatives,  executors,  legal representatives,
successors and assigns.
         6.6  Severability.  The  invalidity  of any one or  more of the  words,
phrases,  sentences,  clauses or sections  contained in this Agreement shall not
affect the  enforceability  of the remaining  portions of this  Agreement or any
part  hereof,  all of which are inserted  conditionally  on their being valid in
law. If any one or more of the words,  phrases,  sentences,  clauses or sections
contained in this Agreement shall be declared  invalid by any court of competent
jurisdiction,  then, in any such event,  this Agreement shall be construed as if
such invalid word or words, phrase or phrases, sentence or sentences,  clause or
clauses, or section or sections had not been inserted.
         6.7 No Waivers.  The waiver by either party of a breach or violation of
any  provision  of this  Agreement  by any other  party shall not operate nor be
construed  as a waiver of any  subsequent  breach or  violation.  The  waiver by
either  party to  exercise  any right or remedy it or he may  possess  shall not
operate  nor be  construed  as a bar to the  exercise of such right or remedy by
such party upon the occurrence of any subsequent breach or violation.
         6.8  Headings.  The  headings  contained  in  this  Agreement  are  for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of any or all of the provisions hereof.
         6.9  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts and by the separate parties in separate counterparts, each of which
shall be deemed to  constitute  an original  and all of which shall be deemed to
constitute the one and the same instrument.

         IN WITNESS WHEREOF, each of the parties has executed and delivered this
Agreement as of the date first written above.


Sonex Research, Inc.


By____________________________________      ____________________________________
         Andrew A. Pouring,                            Roger D. Posey
         Chief Executive Officer



EXHIBIT 23.a

                             CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting  part of the Registration  Statement on Form S-8 (No.  33-34520) of
Sonex  Research,  Inc. of our report dated April 2, 2004  appearing in this Form
10-KSB.


HAUSSER + TAYLOR LLC

Cleveland, Ohio
April 12, 2004



                                                                 EXHIBIT 23.b

                          CONSENT OF INDEPENDENT ACCOUNTANTS



We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting  part of the Registration  Statement on Form S-8 (No.  33-34520) of
Sonex  Research,  Inc. of our report dated April 10, 2002 appearing in this Form
10-KSB.



C.L. STEWART & COMPANY

Annapolis, Maryland
April 14, 2004


                                                                 EXHIBIT 24


                                APPOINTMENT OF ATTORNEY-IN FACT


         KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned Directors
and Executive Officers of Sonex Research,  Inc., a Maryland  corporation that is
subject  to  certain  filing  requirements  with  the  Securities  and  Exchange
Commission  (SEC)  and  other  regulatory  agencies  and  governmental   bodies,
including but not limited to the Annual  Report on Form 10-KSB and  Registration
Statements  on Forms S-3 and S-8,  hereby  constitutes  and  appoints  George E.
Ponticas  his true and  lawful  attorney-in-fact  and agent  with full  power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign any and all reports and registration statements
filed  with the SEC and  other  regulatory  agencies  and  governmental  bodies,
including  amendments  thereto and all other documents in connection  therewith,
granting unto said  attorney-in-fact and agent full power and authority to do so
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact  and agent or his substitute or substitutes  may lawfully do or
cause to be done by virtue hereof.



      NAME                    POSITION                       DATE


 /s/ Andrew A. Pouring
------------------------                                    ----------------
Andrew A. Pouring           Vice Chairman of the             April 12, 2004
                            Board of Directors & Chief
                            Executive Officer

/s/ Roger D. Posey
------------------------                                    ----------------
Roger D. Posey              President and Director           April 12, 2004



/s/ Herbert J. Mitshele, Jr.
------------------------                                    ----------------
Herbert J. Mitschele, Jr.   Director                         April 12, 2004





                                                                Exhibit 31.1

                    Certification of Chief Executive Officer Pursuant to
               Securities Exchange Act Rules 13a-14(a) or 15d-14(a) as Adopted
                  Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

I, Andrew A. Pouring, Chief Executive Officer, certify that:

1.      I have  reviewed  this Annual  Report on Form 10-KSB of Sonex  Research,
        Inc.  (the  "Company"),  a small  business  issuer,  for the year ending
        December 31, 2003.
2.      Based on my  knowledge,  this annual  report does not contain any untrue
        statement of a material fact or omit to state a material fact  necessary
        to make the statements made, in light of the  circumstances  under which
        such  statements  were made, not  misleading  with respect to the period
        covered by this annual report;
3.      Based on my knowledge,  the financial  statements,  and other  financial
        information  included  in this  annual  report,  fairly  present  in all
        material  respects the financial  condition,  results of operations  and
        cash flows of the Company as of, and for, the periods  presented in this
        annual report;
4.      The  Company's  other  certifying  officer  and  I are  responsible  for
        establishing  and  maintaining  disclosure  controls and  procedures (as
        defined in Exchange  Act Rules  13a-15(e)  and  15d-15(e))  and internal
        control  over  financial  reporting  (as defined in  Exchange  Act Rules
        13a-15(f) and 15d-15(f)) for the Company and have:

        a)   Designed such disclosure  controls and  procedures,  or caused such
             disclosure  controls  and  procedures  to  be  designed  under  our
             supervision,  to ensure that material  information  relating to the
             Company, including its consolidated subsidiaries,  is made known to
             us by others within those entities,  particularly during the period
             in which this report is being prepared;
        b)   Designed such internal control over financial reporting,  or caused
             such internal control over financial reporting to be designed under
             our  supervision,  to provide  reasonable  assurance  regarding the
             reliability of financial reporting and the preparation of financial
             statements  for  external  purposes in  accordance  with  generally
             accepted financial principles;
        c)   Evaluated the  effectiveness of the Company 's disclosure  controls
             and procedures and presented in this report our  conclusions  about
             the effectiveness of the disclosure controls and procedures,  as of
             the  end of the  period  covered  by  this  report  based  on  such
             evaluation; and
        d)   Disclosed  in this  report  any  change in the  Company's  internal
             control over financial reporting that occurred during the Company's
             most recent (fourth)  fiscal quarter that has materially  affected,
             or  is  reasonably  likely  to  materially  affect,  the  Company's
             internal control over financial reporting; and
5.      The Company's other  certifying  officer and I have disclosed,  based on
        our most recent evaluation of internal control over financial reporting,
        to the Company 's auditors  and the audit  committee of Company 's board
        of directors (or persons performing the equivalent functions):

        a)   All significant deficiencies in the design or operation of internal
             control over financial  reporting  which are  reasonably  likely to
             adversely  affect  the  Company  's  ability  to  record,  process,
             summarize and report financial information; and
        b)   Any fraud,  whether or not material,  that  involves  management or
             other  employees  who  have a  significant  role  in the  Company's
             internal control over financial reporting.

Dated: April 14, 2004

        /s/ Andrew A. Pouring
        Andrew A. Pouring
        Chief Executive Officer


                                                                  Exhibit 31.2

              Certification of Chief Financial Officer Pursuant to
         Securities Exchange Act Rules 13a-14(a) or 15d-14(a) as Adopted
            Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

I, George E. Ponticas, Chief Financial Officer, certify that:

1.      I have  reviewed  this Annual  Report on Form 10-KSB of Sonex  Research,
        Inc.  (the  "Company"),  a small  business  issuer,  for the year ending
        December 31, 2003.
2.      Based on my  knowledge,  this annual  report does not contain any untrue
        statement of a material fact or omit to state a material fact  necessary
        to make the statements made, in light of the  circumstances  under which
        such  statements  were made, not  misleading  with respect to the period
        covered by this annual report;
3.      Based on my knowledge,  the financial  statements,  and other  financial
        information  included  in this  annual  report,  fairly  present  in all
        material  respects the financial  condition,  results of operations  and
        cash flows of the Company as of, and for, the periods  presented in this
        annual report;
4.      The  Company's  other  certifying  officer  and  I are  responsible  for
        establishing  and  maintaining  disclosure  controls and  procedures (as
        defined in Exchange  Act Rules  13a-15(e)  and  15d-15(e))  and internal
        control  over  financial  reporting  (as defined in  Exchange  Act Rules
        13a-15(f) and 15d-15(f)) for the Company and have:

        a)   Designed such disclosure  controls and  procedures,  or caused such
             disclosure  controls  and  procedures  to  be  designed  under  our
             supervision,  to ensure that material  information  relating to the
             Company, including its consolidated subsidiaries,  is made known to
             us by others within those entities,  particularly during the period
             in which this report is being prepared;
        b)   Designed such internal control over financial reporting,  or caused
             such internal control over financial reporting to be designed under
             our  supervision,  to provide  reasonable  assurance  regarding the
             reliability of financial reporting and the preparation of financial
             statements  for  external  purposes in  accordance  with  generally
             accepted financial principles;
        c)   Evaluated the  effectiveness of the Company 's disclosure  controls
             and procedures and presented in this report our  conclusions  about
             the effectiveness of the disclosure controls and procedures,  as of
             the  end of the  period  covered  by  this  report  based  on  such
             evaluation; and
        d)   Disclosed  in this  report  any  change in the  Company's  internal
             control over financial reporting that occurred during the Company's
             most recent (fourth)  fiscal quarter that has materially  affected,
             or  is  reasonably  likely  to  materially  affect,  the  Company's
             internal control over financial reporting; and
5.      The Company's other  certifying  officer and I have disclosed,  based on
        our most recent evaluation of internal control over financial reporting,
        to the Company 's auditors  and the audit  committee of Company 's board
        of directors (or persons performing the equivalent functions):

        a)   All significant deficiencies in the design or operation of internal
             control over financial  reporting  which are  reasonably  likely to
             adversely  affect  the  Company  's  ability  to  record,  process,
             summarize and report financial information; and
        b)   Any fraud,  whether or not material,  that  involves  management or
             other  employees  who  have a  significant  role  in the  Company's
             internal control over financial reporting.

Dated: April 14, 2004

        /s/ George E. Ponticas
        George E. Ponticas
        Chief Financial Officer


                                                           Exhibit 32.1


                                   CERTIFICATION PURSUANT TO
                        18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                         SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In  connection  with the Annual  Report of Sonex  Research,  Inc.  (the
"Company")  on Form 10-KSB for the year ending  December 31, 2003, as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  the
undersigned certify, pursuant to and for the purposes of 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities  Exchange Act of 1934; and

         (2)      The information  contained in the Report fairly  presents,  in
                  all material respects,  the financial condition and results of
                  operations of the Company.



                                                   SONEX RESEARCH, INC.



         /s/ Andrew A. Pouring                        /s/ George E. Ponticas
         Andrew A. Pouring                           George E. Ponticas
         Chief Executive Officer                     Chief Financial Officer



April 14, 2004