Filed by Automated Filing Services Inc. (604) 609-0244 - Sonic Environmental Solutions Inc. - Exhibit 4.10





 AGENCY AGREEMENT

  (PRIVATE PLACEMENT) 


THIS AGREEMENT is dated as of October 1,2003 and is 


AMONG 


  
    
      
         SONIC ENVIRONMENTAL SOLUTIONS INC., a British Columbia company
        

         (the "Company") 

      

    

  




AND 


  
    
      
         HAYWOOD SECURITIES INC., a British Columbia company

         ("Haywood") 

      

    

  



AND 


  
    
      
         RESEARCH CAPITAL CORP., an Ontario corporation 

        ("Research") 

      

    

  



AND 


  
    
      
         PACIFIC INTERNATIONAL SECURITIES INC., a British Columbia company
        

         ("Pacific") 

      

    

  



 THE PARTIES, for good and valuable consideration (the receipt
  and sufficiency of which is hereby acknowledged by both parties), agree as follows:


 1.                   DEFINITIONS
  

 1.1                 The
  following terms have the following meanings:

(a)                 "Acts"
  means the British Columbia Act and the Alberta Act; 

(b)                 "Agents"
  means, collectively, Haywood, Research and Pacific, and "Agent" means any one
  of them; 

(c)                 "Agents'
  Commission" means a cash commission of 7.5% of the gross proceeds of the Offering;


(d)                 "Agents'
  Warrant" means a warrant entitling the holders to acquire that number of Common
  Shares as is equal to 10% of the number of Units sold pursuant to the Offering,








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at a price per Common Share of $1.80 on or before
  the second anniversary of the Closing Date; 

(e)                 "Agents'
  Warrant Shares" means the Common Shares issuable upon exercise of the Agents'
  Warrant; 

(f)                 "Alberta
  Act" means the Securities Act (Alberta), as amended; 

(g)                 "British
  Columbia Act" means the Securities Act (British Columbia), as amended;


(h)                 "Certificates"
  means the certificates representing the Common Shares and Warrants comprising
  the Units in the names and denominations set out in the Subscription Agreements
  or, if not so disclosed, as requested by the Agents, and the certificates representing
  the Agents' Warrant; 

(i)                 "Closing
  Date" means October 31, 2003, or such other date as Haywood and the Company
  may agree upon as the date for completion of the Offering; 

(j)                 "Common
  Share" means a common share in the capital of the Company as constituted on
  the date of this Agreement; 

(k)                 "Contaminant"
  means any substance or material that is prohibited, controlled or regulated
  by any governmental authority, including without limitation, any contaminants,
  pollutants, petroleum, its derivatives, by-products or other hydrocarbons, dangerous
  substances or goods, asbestos, toxic or hazardous substances or materials, controlled
  products, wastes involving hazardous wastes and any other materials that are.
  by their nature hazardous, either in fact or as defined in or pursuant to any
  Environmental Laws; 

(l)                 "Disclosure
  Documents" has the meaning set out at Section 10.1 (n); 

(m)                "Environmental
  Laws" means all applicable laws, rules, regulations, orders, policies, guidelines,
  notices, approvals and permits relating to environmental or occupational health
  and safety matters, in effect as at the date hereof, including, without limitation,
  those pertaining to reporting, licensing, permitting, investigation, remediation
  and clean-up in connection with any release or threat of release of a Contaminant
  or relating to the manufacture, processing, distribution, use, treatment, storage,
  disposal, transportation, handling and the like of a Contaminant; 

(n)                 
  "Exchange" means the TSX Venture Exchange; 

(o)                 "Instrument"
  means Multilateral Instrument 45-102, Resale of Securities; (p) "Misrepresentation"
  has the meaning set out in the British Columbia Act; (q) "Offered Securities"
  means the Units to be sold pursuant to the Offering; (r) "Offering" means the
  offering at the Offering Price of up to 4,400,000 Units; 







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(s)                 "Offering
  Jurisdictions" means Ontario, British Columbia, Alberta, applicable overseas
  jurisdictions and such other jurisdictions as the Agents and the Company may
  agree upon; 

(t)                 "Offering
  Price" means $1.80 per Unit; 

(u)                 
  "Purchasers" means purchasers of Offered Securities pursuant to the Offering;


(v)                 
  "Regulatory Authorities" means the Exchange and the securities commissions or
  similar regulatory authorities in the Offering Jurisdictions; 

(w)                 "Subscription
  Agreements" means the subscription agreements under which the Purchasers agree
  to subscribe for Offered Securities, in a form acceptable to Haywood; 

(x)                 "Unit"
  means one Common Share and one-half of one Warrant; 

(y)                 "Unit
  Proceeds" means the gross proceeds of the sale of the Units, less the following
  amounts: 

(i)                 the
  Agents' Commission; 

(ii)                the
  expenses of the Agents in connection with the Offering which have not been repaid
  by the Company and for which the Company is responsible under this Agreement;
  and 

(iii)               any
  amount paid directly to the Company by Purchasers in connection with the sale
  of Units; 

(z)                 "Warrant"
  means a warrant entitling the holder to acquire one Common Share at a price
  per share of $2.10 until the second anniversary of the Closing Date; and


(aa)               
  "Warrant Shares" means the Common Shares to be issued on exercise of the Warrants.


 2.                   
  APPOINTMENT OF AGENTS AND LEAD AGENT 

 2.1                 The
  Company appoints the Agents as its exclusive agents and the Agents accept the
  appointment and agree to act as the exclusive agents of the Company to use their
  reasonable best efforts to find and introduce to the Company potential investors
  resident in the Offering Jurisdictions to purchase, by way of private placement
  pursuant to the Subscription Agreements, the Offered Securities comprising the
  Offering. 

 2.2                 Each
  of Research and Pacific irrevocably authorizes Haywood to act as the lead agent
  for the Offering, including, without limitation, receiving delivery of the certificates
  representing the Offered Securities and the Agents' Warrant, executing and delivering
  receipts therefor, terminating this Agreement in accordance with Section 9 and
  executing and delivering any other instrument or document required in connection
  with the Offering. 








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 3.                   
  WARRANTS 

 3.1                 The
  issue of the Warrants and the Agents' Warrant will not restrict or prevent the
  Company from obtaining any other financing, nor from issuing additional securities
  or rights during the period within which the Warrants and the Agents' Warrant
  are exercisable. The certificates representing the Warrants and the Agents'
  Warrant shall be in form and substance satisfactory to the Agents, acting reasonably.


 4.                   AGENTS'
  COMPENSATION 

 4.1                 In
  consideration of the services rendered hereunder by the Agents, the Company
  will, on the Closing Date:

(a)                 pay
  to the Agents the Agents' Commission, allocated among the Agents as directed
  by Haywood; and 

(b)                 issue
  to or to the order of the Agents the Agents' Warrant, allocated among the Agents
  as directed by Haywood. 

 5.                   THE
  OFFERING 

 5.1                 The
  Agents and the Company shall conduct the Offering in accordance with the exemptions
  from the applicable prospectus requirements contemplated by the Subscription
  Agreements and all applicable laws and regulatory requirements and, in particular,
  shall not advertise the Offering. The Agents will notify the Company with respect
  to the identity of each Purchaser as soon as practicable. 

 5.2                 The
  Company shall use its reasonable best efforts to obtain all required approvals
  of the Exchange as quickly as possible, and shall provide the Agents and their
  counsel with all documents filed by the Company with the Exchange and all correspondence
  from the Exchange. 

 5.3                 The
  Agents will use their reasonable best efforts to obtain from each Purchaser
  duly completed and signed Subscription Agreements. 

 5.4                 Each
  of Research and Pacific shall provide to Haywood subscriptions for Offered Securities
  at least one business day prior to the Closing Date. Haywood shall determine,
  in its sole discretion, which subscriptions to tender to the Company. The Company
  shall accept all subscriptions for Offered Securities tendered by Haywood, unless
  all such subscriptions tendered by Haywood exceed the number of Offered Securities
  comprising the Offering, after deducting the number of Offered Securities placed
  by the Company with the consent of Haywood, or unless it is impossible or impractical
  to comply with the securities laws of the jurisdiction in which a proposed Purchaser
  is resident. 

 5.5                 All
  offers and sales of Units in the United States will be made in accordance with
  Schedule "A" hereto. The Agents and the Company hereby make the representations,
  warranties, covenants and agreements set forth in Schedule "A", which is incorporated
  herein by reference. 








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 6.                   CONDITIONS
  PRECEDENT 

 6.1                 The
  following are conditions of the Agents' obligations under this Agreement and
  the Purchasers' obligations to close the purchase of Offered Securities, which
  conditions the Company shall use its reasonable best efforts to have fulfilled
  at or prior to the Closing Date and which conditions may be waived in writing
  in whole or in part by the Agents, on their own behalf and on behalf of the
  Purchasers:

(a)                 the
  Company shall have made all necessary filings and obtained all necessary approvals,
  consents and acceptances of appropriate regulatory authorities in order to permit
  the Company to issue and sell the Offered Securities to the Purchasers as contemplated
  hereby, and evidence of such approval satisfactory to Haywood, acting reasonably,
  shall have been delivered to the Agents; 

(b)                 the
  Company shall have delivered to the Agents a certified resolution of the board
  of directors authorizing and approving this Agreement, the Subscription Agreements
  and the certificates evidencing the Warrants and the Agents' Warrant, and such
  other matters as Haywood may require, acting reasonably; 

(c)                 the
  Company shall have delivered to the Agents a favourable legal opinion from the
  Company's counsel addressed to the Agents, the Agents' counsel and the Purchasers
  with respect to such matters as Haywood may require, acting reasonably, including,
  without limitation, an opinion that the "hold period" applicable to the Offered
  Securities, the Warrant Shares and the Agents' Warrant Shares in the Canadian
  Offering Jurisdictions is four months and one day from the Closing Date; 

(d)                 the
  Company shall have complied in all material respects with all of the terms and
  conditions of this Agreement and the Subscription Agreement which it is required
  to comply with on or before the Closing Date; 

(e)                 the
  Company shall have delivered to the Agents such comfort letters, documents,
  certificates and opinions as Haywood may require, acting reasonably, in connection
  with the Offering; 

(f)                 the
  Company shall have filed a "current AlF" and shall be a "qualifying issuer"
  (as those terms are defined in the Instrument); 

(g)                 the
  Company shall have delivered to the Agents a certificate of the Company signed
  by the Chief Executive Officer and by the Chief Financial Officer of the Company
  (in their respective capacities as officers of the Company and not personally)
  under its corporate seal, dated the Closing Date, addressed to the Agents and
  the Purchasers, to the effect that after due enquiry: 

(i)                 the
  representations and warranties of the Company contained in this Agreement, any
  certificate of the Company delivered pursuant hereto or in connection herewith,
  and the Subscription Agreements are true and correct as of the Closing Date
  with the same force and effect as if made at and as of the Closing Date after
  giving effect to the transactions contemplated hereby; 







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(ii)                
  the Company has duly complied in all material respects with all of the covenants
  of the Company contained herein and in the Subscription Agreements and satisfied
  all the conditions contained herein on its part to be performed or satisfied
  on or before the Closing Date; and 

(iii)               no
  order, ruling or determination having the effect of suspending the sale or ceasing
  the trading of the Offered Securities, or any of the securities of the Company,
  has been issued and no proceedings for that purpose have been instituted or
  are pending or are, to their knowledge and information, contemplated or threatened
  under any of the applicable securities laws or by any regulatory authority;


and there shall be no evidence to suggest that such
  certificate is untrue or inaccurate in any respect. 

 7.                   CLOSING
  AND CLOSING DOCUMENTS 

 7.1                 
  Completion of the Offering shall occur on the Closing Date. 

 7.2                 On
  the Closing Date the Company shall deliver the Certificates to Haywood against:

(a)                 
  payment to the Company of the Unit Proceeds by way of certified cheques or bank
  drafts; and 

(b)                 
  delivery to the Company of properly completed and duly executed original or
  facsimile copies of the Subscription Agreements, together with all applicable
  schedules thereto, not previously forwarded to the Company. 

 7.3                 
  At least one business day prior to the Closing Date, each of Research and Pacific
  shall deliver to Haywood certified cheques or bank drafts payable to the Company
  representing such portion of the Unit Proceeds as is derived from the sale of
  Units by Research and Pacific, and for which Haywood has agreed to tender subscriptions
  to the Company. 

 7.4                 If
  the Company has satisfied all of its obligations under this Agreement, the Agents
  will, on the Closing Date, pay to the Company the Unit Proceeds by way of certified
  cheques and/or bank drafts against delivery of the Certificates. 

 7.5                 The
  Company will endorse the Certificates with all required legends. 

 8.                   MATERIAL
  CHANGES 

 8.1                 
  If, after the date of this Agreement and on or before the Closing Date, a material
  change, as that term is defined in the British Columbia Act, occurs in the Company's
  affairs, the Company will: 








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(a)                 as
  soon as practicable issue and file with the applicable Regulatory Authorities
  a press release that is authorized by a senior officer disclosing the nature
  and substance of the change; 

(b)                 file
  with the applicable Regulatory Authorities the documents required by applicable
  securities laws, within the periods prescribed by such laws; and 

(c)                 provide
  to the Agents and their solicitors copies of the press release described above,
  when issued, and the documents described above, when filed. 

 9.                   TERMINATION
  

 9.1                 Haywood
  may on behalf of the Agents, and after consulting with Research and Pacific,
  terminate their obligations under this Agreement and the obligations of the
  Purchasers under the Subscription Agreements by notice in writing to the Company
  at any time if:

(a)                 any
  order to cease or suspend trading in any securities of the Company, or prohibiting
  or materially restricting the distribution of the Offered Securities is made,
  or proceedings are announced or commenced for the making of any such order,
  by any securities commission or similar regulatory authority, or by any other
  competent authority, not based solely upon the activities or alleged activities
  of any of the Agents or any sub-agent, and has not been rescinded, revoked or
  withdrawn; 

(b)                 any
  inquiry, investigation (whether formal or informal) or other proceeding in relation
  to the Company or any of its directors or senior officers is announced or commenced
  by any securities commission or similar regulatory authority, any stock exchange
  or by any other competent authority, not based solely upon the activities or
  alleged activities of any of the Agents or any sub-agent, if any, if, in Haywood's
  opinion, acting reasonably, the announcement or commencement thereof materially
  adversely affects the trading or distribution of the Offered Securities; 

(c)                 there
  shall have occurred or be anticipated any material adverse change, as determined
  by Haywood in its discretion, financial or otherwise, in the assets, liabilities
  (contingent or otherwise), business, condition, capital or prospects (financial
  or otherwise) of the Company; 

(d)                 the
  state of the financial markets becomes such that, in Haywood's opinion, it would
  be impracticable or unprofitable to offer or continue to offer the Offered Securities
  for sale or there has developed, occurred or come into effect any financial
  occurrence or any catastrophe of national or international consequence, any
  governmental action, law or regulation, or any other occurrence of any nature
  whatsoever which, in the opinion of Haywood, seriously adversely affects or
  would seriously adversely affect the Canadian financial markets, the Company's
  business or the distribution of the Offered Securities; 

(e)                 the
  Company is in breach of any term of this Agreement; or 







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(f)                 Haywood
  reasonably determines that any of the representations or warranties made by
  the Company in this Agreement are false or have become false in any material
  respect. 

 9.2                 The
  obligations of the Agents under this Agreement will terminate if the Exchange
  does not issue its final letter of acceptance of the distribution of the Offered
  Securities by the Closing Date, unless otherwise agreed in writing by the Agents.


 9.3                 The
  provisions of Sections 11 and 12 of this Agreement shall survive any termination
  of this Agreement. 

 10.                 WARRANTIES,
  REPRESENTATIONS AND COVENANTS 

 10.1                The
  Company represents, warrants and covenants to and with the Subscriber as follows:

(a)                 the
  Company has been duly incorporated and organized and is validly existing and
  in good standing under the laws of the Province of British Columbia; it has
  the corporate power to own or lease its property and to carry on its business
  as currently conducted by it; 

(b)                 
  it has the full power, legal right and authority to execute and deliver this
  Agreement and has such power, legal right and authority to do all such acts
  and things as are required hereunder to be done, observed or performed by it,
  subject to and in accordance with the terms hereof; 

(c)                 all
  necessary corporate action of the directors of the Company to authorize the
  execution, delivery and performance of this Agreement has been taken; this Agreement
  has been duly executed and delivered on behalf of the Company and constitutes
  a legal, valid and binding obligation of the Company, enforceable by the Agents
  in accordance with its terms; 

(d)                 
  the authorized capital of the Company consists of 100,000,000 common shares,
  of which 10,946,378 common shares are validly issued and outstanding as at September
  30,2003; 

(e)                 
  the issue of the Offered Securities and the Agents' Warrant will, at the time
  of their issuance, have been approved by all requisite corporate action and
  the Common Shares comprising the Units will, upon issue and delivery, be validly
  issued as fully paid and non-assessable; and the Warrant Shares and Agents'
  Warrant Shares will be duly and validly allotted and authorized to be issued
  as fully paid and non-assessable upon receipt by the Company of full payment
  therefor; 

(f)                 there
  shall not be any consents, approvals, authorizations, orders or agreements of
  any stock exchanges, securities commissions or similar authorities in Canada,
  governmental agencies or regulators, courts or any other persons which may be
  required for the issuance of the Offered Securities or the Agents' Warrant,
  and the delivery of 







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Certificates representing such securities, not obtained
  and not in effect on the date of delivery of such Certificates; 

(g)                 the
  Common Shares of Company are listed and posted for trading only on the Exchange,
  and as of the Closing Date the Common Shares comprising the Units and the Agents'
  Warrant Shares and the Warrant Shares will have been approved for listing on
  the Exchange; 

(h)                 the
  Company is a reporting issuer only in the provinces of British Columbia and
  Alberta and is not in default of any filings under the securities laws of those
  jurisdictions; 

(i)                 the
  Company has filed a "current AIF" (within the meaning of the Instrument) and
  as at the date hereof, the Company is, and as at the Closing Date the Company
  will be, a "qualifying issuer" (within the meaning of the Instrument) eligible
  to issue securities with a four month hold period in Canada; 

(j)                 the
  issue and sale of the Offered Securities and the Agents' Warrant by the Company
  does not and will not conflict with, and does not and will not result in a breach
  of, any of the terms of the Company's incorporating documents or any agreements
  or instruments to which the Company is a party; 

(k)                 the
  Company is not a party to any actions, suits or proceedings which could materially
  affect its business or financial condition, and to the best of the Company's
  knowledge no such actions, suits or proceedings are contemplated or have been
  threatened; 

(l)                 all
  agreements by which the Company holds an interest in a property, business or
  assets are in good standing according to their terms, and the properties are
  in good standing under the applicable laws of the jurisdictions in which they
  are situated; 

(m)                 
  the Company has complied and is in compliance, in all material respects, with
  all applicable securities laws; 

(n)                 the
  Company has filed all forms, reports, documents and information required to
  be filed by it, whether pursuant to the Acts or otherwise, with the Exchange
  (or one of its predecessors) or the securities commissions or similar regulatory
  authorities in the Offering Jurisdictions (the "Disclosure Documents"). As of
  the time the Disclosure Documents were filed with the applicable securities
  regulators and on SEDAR (System for Electronic Document Analysis and Retrieval)
  (or, if amended or superseded by a filing prior to the date of this Agreement,
  then on the date of such filing): (i) each of the Disclosure Documents complied
  in all material respects with the requirements of the applicable securities
  laws; and (ii) none of the Disclosure Documents contained any untrue statement
  of a material fact or omitted to state a material fact required to be stated
  therein or necessary in order to make the statements therein, in the light of
  the circumstances under which they were made, not misleading; 

(o)                 the
  consolidated financial statements of the Company and its subsidiaries contained
  in the Disclosure Documents: (i) complied as to form in all material respects








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with the published rules and regulations under the applicable
  securities laws; (ii) were reported in accordance with Canadian generally accepted
  accounting principles applied on a basis consistent with that of the preceding
  periods; and (Hi) present fairly the consolidated financial position of the
  Company and its subsidiaries as of the respective dates thereof and the consolidated
  results of operations of the Company and its subsidiaries for the periods covered
  thereby; 

(p)                 there
  is no "material fact" or "material change" (as those terms are defined in the
  British Columbia Act) in the affairs of the Company that has not been generally
  disclosed to the public; 

(q)                 
  the business and properties of the Company are to the best of its knowledge
  after due enquiry, in compliance in all material respects with all Environmental
  Laws, and there are no facts known after due enquiry by the Company which could
  give rise to a notice of non-compliance with any Environmental Laws; and 

(r)                 
  there are, to the best of the knowledge of the Company after due enquiry, no
  existing claims, demands, damages, expenses, suits, proceedings, actions, negotiations,
  or causes of action of any nature whatsoever, whether threatened or pending,
  arising out of the presence on any property in respect of which the Company
  or any subsidiary has an interest, either past or present, of any Contaminant,
  or out of any past or present activity conducted on any such property, involving
  any Contaminant or any violation of any Environmental Law, 

 10.2                
  The Company shall not, without the prior written consent of the Agents (such
  consent not to be unreasonably withheld) offer, announce an offering of, sell,
  contract to sell, pledge, or otherwise dispose (or enter into any transaction
  which is designed to, or might reasonably be expected to, result in the disposition,
  whether by actual disposition or effective economic disposition due to cash
  settlement or otherwise, by the Company or any affiliate of the Company) directly
  or indirectly, of any Common Shares or any securities convertible into, or exercisable,
  or exchangeable for, Common Shares, for a period of 90 days after the Closing
  Date, provided, however, that the Company may issue stock options and Common
  Shares pursuant to any stock option plan or stock ownership plan of the Company
  in effect at September 30, 2003, for the benefit of the Company's employees,
  consultants and directors and the Company may issue Common Shares issuable upon
  the conversion of securities or upon the exercise of warrants outstanding at
  the date of this Agreement. 

 10.3                
  Each Agent warrants and represents to the Company, in respect of itself and
  not the other Agents, that:

(a)                 
  it is a valid and subsisting company under the law of the jurisdiction in which
  it was incorporated and in good standing with respect to the filing of annual
  returns; 

(b)                 
  it is duly registered under the Acts and no action or proceeding has been commenced
  which could result in the revocation, suspension or cancellation of such registration;
  and 







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(c)                 it
  did not receive the offer to purchase the Agents' Warrant in the United States,
  and the Agent is not, and is not purchasing the Agents' Warrant on behalf of,
  a U.S. Person or person in the United States. The terms "United States" and
  "U.S. Person" are as defined in Schedule "A" hereto. 

 11.                  EXPENSES
  OF AGENTS 

 11.1                 The
  Company will pay all of the reasonable expenses of the Offering and all the
  out-of-pocket expenses reasonably incurred by the Agents in connection with
  the Offering and the reasonable fees and expenses of the solicitors for the
  Agents not exceeding $25,000, exclusive of applicable taxes. 

 11.2                 The
  Company will pay the expenses referred to in the previous Section even if approval
  of the Offering is not granted by the Regulatory Authorities or the transactions
  contemplated by this Agreement are not completed or this Agreement is terminated,
  unless the failure of acceptance or completion or the termination is the result
  of a breach of this Agreement by any of the Agents. 

 11.3                 The
  Agents may, from time to time, render accounts for their expenses to the Company
  for payment on or before the dates set out in the accounts. 

 11.4                 The
  Company authorizes the Agents to deduct their reasonable expenses in connection
  with the Offering from the proceeds of the Offering, including expenses for
  which an account has not yet been rendered. 

 12.                  INDEMNITY
  

 12.1                 The
  Company will indemnify each Agent and each of the Agent's agents, directors,
  officers and employees (collectively, the "Indemnified Parties") and save them
  harmless against all losses, claims, damages or liabilities:

(a)                 existing
  (or alleged to exist) by reason of a Misrepresentation contained in any Disclosure
  Documents; 

(b)                 arising
  directly or indirectly out of any order made by any regulatory authority based
  upon an allegation that any Misrepresentation exists; 

(c)                 resulting
  from the breach by the Company of any of the terms of this Agreement or from
  any representation or warranty made by the Company herein not being true when
  made; 

(d)                 if
  the Company fails to issue and deliver the Certificates in the form and denominations
  required by this Agreement at the time and place required by the Agents with
  the result that completion of the Offering does not occur; or 

(e)                 
  if, following the completion of a sale of any of the Offered Securities, a determination
  is made by any competent authority setting aside the sale, unless that determination
  arises out of an act or omission by such Agent. 







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 12.2                
  If any claim contemplated by Section 12.1 is asserted against any of the Indemnified
  Parties, or if any potential claim contemplated by this Section comes to the
  knowledge of any of the Indemnified Parties, the Indemnified Party concerned
  shall notify the Company as soon as possible of the nature of such claim (provided
  that any failure to so notify shall not affect the Company's liability under
  this Section) and the Company shall, subject as hereinafter provided, be entitled
  (but not required) to assume the defence on behalf of the Indemnified Party
  of any suit brought to enforce such claim. Any such defence shall be through
  legal counsel acceptable to the Indemnified Party and no admission of liability
  shall be made by the Company or the Indemnified Party without, in each case,
  the prior written consent of all the parties hereto, such consent not to be
  unreasonably withheld. An Indemnified Party shall have the right to employ separate
  counsel in any such suit and participate in the defence thereof but the fees
  and expenses of such counsel shall be at the expense of the Indemnified Party
  unless: (i) the Company fails to assume the defence of such suit on behalf of
  the Indemnified Party within a reasonable period of receiving notice of such
  suit, provided that the expiration of such period shall be deemed to occur on
  the second clear business day immediately preceding the date by which the Indemnified
  Party is required by law (in the absence of agreement to the contrary) to take
  action (such as the filing of an appearance or its equivalent) in connection
  with defending such suit; (ii) the employment of such counsel has been authorized
  by the Company; or (iii) the named parties to any such suit include both the
  Indemnified Party and the Company and the Indemnified Party shall have been
  advised by counsel that there may be one or more defences available to the Indemnified
  Party which are different from or in addition to those available to the Company
  (in each of which cases the Company shall not have the right to assume the defence
  of such suit on behalf of the Indemnified Party but shall be liable to pay the
  reasonable fees and expenses of counsel for the Indemnified Party). 

 12.3                
  If the indemnity provided for in Section 12.1(a) or (b) is declared by a court
  of competent jurisdiction to be illegal or unenforceable for any reason, the
  Agents and the Company shall contribute to the aggregate of all losses, claims,
  costs, damages, expenses or liabilities of the nature provided for above such
  that each Agent shall be responsible for that portion represented by the percentage
  that the Agents' Commission received by that Agent under this Agreement bears
  to the gross proceeds realized from the offering and the Company shall be responsible
  for the balance, provided that, in no event, shall the Agents be responsible
  for an amount in excess of the Agents' Commission. Notwithstanding the foregoing,
  a person guilty of fraudulent misrepresentation, bad faith or gross negligence
  shall not be entitled to contribution from any other party. Any party entitled
  to contribution will, promptly after receiving notice of commencement of any
  claim, action, suit or proceeding against such party in respect of which a claim
  for contribution may be made against another party or parties under this Section,
  notify such party or parties for whom contribution may be sought. In no case
  shall such party from whom contribution may be sought be liable to contribute
  pursuant to this Agreement unless such notice shall have been provided, but
  the omission to so' notify such party shall not relieve the party from whom
  contribution may be sought from any other obligation it may have otherwise than
  under this Section. The right to contribution provided in this Section shall
  be in addition to and not in derogation of any other right to contribution which
  the any party may have by statute or otherwise by law. 








 - 13 - 

 13.                  ASSIGNMENT
  AND SELLING GROUP PARTICIPATION 

 13.1                The
  Agents will not assign this Agreement or any of their rights under this Agreement
  nor, with respect to the Offered Securities, enter into any agreement in the
  nature of an option or a sub-option unless and until, for each intended transaction,
  the Agents have obtained the consent of the Company and notice has been given
  to and accepted by the applicable Regulatory Authorities. 

 13.2                The
  Agent may offer underwriting group participation in the normal course of the
  brokerage business to selling groups or other licensed dealers, brokers and
  investment dealers, who mayor who may not be offered part of the Agent's Commission.


 14.                  NOTICE
  

 14.1                Any
  notice, direction or other instrument required or permitted to be given under
  this Agreement will be in writing and may be given by delivering it or sending
  it by facsimile to the following address: 

	 	 	 (a)  	 If to the Agents:  
	 	 	 	 
	 	 	  	 Haywood Securities Inc.  
	 	 	  	 20th Floor Commerce Place, 400 Burrard Street  
	 	 	  	 Vancouver, B.C. V6C 3A6  
	 	 	 	 
	 	 	  	 Attention:  Mr. Cliff Rich  
	 	 	 	 
	 	 	  	 Fax:  (604) 697-7495  
	 	 	 	 
	 	 	  	 Research Capital Corp.  
	 	 	  	 222 Bay Street, Suite 1500, Box 265  
	 	 	  	 Ernst & Young Tower, TD Center  
	 	 	  	 Toronto, Ontario, M5K 1J5  
	 	 	 	 
	 	 	  	 Attention: Mr. Dan Hachey  
	 	 	 	 
	 	 	  	 Fax: (416) 860-7674  
	 	 	 	 
	 	 	  	 Pacific International Securities Inc.  
	 	 	  	Park Place, #1900 - 666 Burrard Street 
	 	 	  	 Vancouver, B.C. V6C 3N1  
	 	 	 	 
	 	 	  	 Attention: Mr. Gary Moore  
	 	 	 	 
	 	 	  	 Fax: (604) 664-3660  











 - 14 - 

	 	 	 (b)  	 If to the Company:  
	 	 	 	 
	 	 	  	 Sonic Environmental Solutions Inc.  
	 	 	  	 1778 West 2nd Avenue  
	 	 	  	 Vancouver, British Columbia V6J lH6  
	 	 	 	 
	 	 	  	 Attention:  Mr. Adam Sumel, President & Chief Executive
      Officer  
	 	 	 	 
	 	 	  	 Fax:  (604) 736-2558  


 14.2                If
  notice is sent by facsimile or is delivered, it will be deemed to have been
  given at the time of transmission or delivery. 

 15.                 RIGHT
  OF FIRST REFUSAL 

 15.1                The
  Company will notify Haywood in writing of the terms of any equity (including
  an offering of a security that is convertible into or exchangeable for equity)
  financing it proposes to obtain on or before the first anniversary of the Closing
  Date, and Haywood will have the right of first refusal to provide any such financing
  notwithstanding such financing may complete after the first anniversary of the
  Closing Date. 

 15.2                The
  right of first refusal may be exercised by Haywood within 10 business days (Saturdays,
  Sundays and statutory holidays excluded) following the receipt of the notice,
  by notifying the Company in writing that it will provide such financing on the
  terms set out in the notice. 

 15.3                If
  Haywood fails to give notice within 10 business days that it will provide such
  financing upon the terms set out in the notice, the Company will then be free
  to make other arrangements to obtain financing from another source on the same
  terms or on terms no less favourable to the Company. 

 15.4                The
  right of first refusal will not terminate if, on receipt of any notice from
  the Company under this Section, Haywood fails to exercise the right. 

 16.                 GENERAL
  

 16.1                This
  Agreement together with the agreements and other documents to be delivered pursuant
  hereto, constitutes the entire agreement among the parties pertaining to the
  subject matter hereof and supersedes any and all prior agreements, understandings,
  negotiations and discussions, whether oral or written, of the parties, including
  but not limited to the letter agreement between the Company and Haywood dated
  September 30, 2003. There are no warranties, representations or other agreements
  among the parties in connection with the subject matter hereof except as specifically
  set forth herein and therein. 

 16.2                Each
  and every obligation, covenant, representation or warranty of the Agents contained
  herein is several, and not joint. 








 - 15 - 

 16.3                None
  of the parties shall assign, transfer, charge or otherwise encumber the benefit
  (or any part thereof) or the burden (or any part thereof) of this Agreement
  without the prior written consent of the other parties, such consent not to
  be unreasonably withheld. 

 16.4                Each
  of the parties hereto shall from time to time at the request of any of the other
  parties hereto and without further consideration, execute and deliver all such
  other additional assignments, transfers, instruments, notices, releases and
  other documents and shall do all such other acts and things as may be necessary
  or desirable to assure more fully the consummation of the transactions contemplated
  hereby. 

 16.5                This
  Agreement may be amended or varied only by agreement in writing signed by each
  of the parties. Unless the context otherwise so requires, a reference to this
  Agreement shall include a reference to this Agreement as amended or varied from
  time to time. 

 16.6                Time
  is of the essence of this Agreement and will be calculated in accordance with
  the provisions of the Interpretation Act (British Columbia). 

 16.7                The
  representations, warranties, covenants and indemnities of the Company and the
  Agents contained in this Agreement will survive the closing of the purchase
  and sale of the Offered Securities for a period of two years following the Closing
  Date. 

 16.8                Wherever
  a singular or masculine expression is used in this Agreement, that expression
  is deemed to include the plural, feminine or the body corporate where required
  by the context. 

 16.9                This
  Agreement enures to the benefit of and is binding on the parties to this Agreement
  and their successors and permitted assigns. 

 16.10               The
  headings in this Agreement are for convenience of reference only and do not
  affect the interpretation of this Agreement. 

 16.11               This
  Agreement shall be governed by and interpreted in accordance with the laws from
  time to time in force in British Columbia and each of the parties hereby attorns
  to the non-exclusive jurisdiction of the courts of British Columbia. 








 - 16 - 

 16.12               This
  Agreement may be executed by facsimile and in as many counterparts as are necessary
  and shall be binding on each party when each party hereto has signed and delivered
  one such counterpart. When a counterpart of this Agreement has been executed
  by each party, all counterparts together shall constitute one agreement. 


THE PARTIES, intending to be contractually bound, have executed and delivered this Agreement as of the date set out on the first page. 

	 SONIC ENVIRONMENTAL SOLUTIONS INC. 
    	 
	 	 	 
	 	 	 
	By: 	/s/
      Ed Farrauto	 
	 	 Authorized Signatory  	 
	 	 	 
	 	 	 
	 HAYWOOD SECURITIES INC.  	 
	 	 	 
	 	 	 
	By: 	/s/
      Authorized Signatory  	 
	 	 Authorized Signatory  	 
	 	 	 
	 	 	 
	 RESEARCH CAPITAL CORP.  	 
	 	 	 
	 	 	 
	By: 	/s/
      Authorized Signatory  	 
	 	 Authorized Signatory  	 
	 	 	 
	 	 	 
	 PACIFIC INTERNATIONAL SECURITIES INC. 
    	 
	 	 	 
	 	 	 
	By: 	/s/
      Authorized Signatory  	 
	 	 Authorized Signatory