Filed by Automated Filing Services Inc. (604) 609-0244 - Sonic Environmental Solutions Inc. - Exhibit 4.13





 EXECUTIVE EMPLOYMENT AGREEMENT 


THIS AGREEMENT made as of the 1st day of July, 2004


BETWEEN: 


  
    
       SONIC ENVIRONMENTAL SOLUTIONS INC., a Corporation incorporated
        under the laws of British Columbia and having an office at 1778 West 2nd
        Avenue, Vancouver, British Columbia

       (together with any subsidiaries hereinafter referred to as the "Company")
      

    

  



 OF THE FIRST PART 


AND: 


  
    
       ADAM R. SUMEL, executive, domiciled at 4426 - W. 8th Street,
        Vancouver, British Columbia

       (hereinafter referred to as the "Executive") 

    

  



 OF THE SECOND PART 


WHEREAS: 

 (A)              
  the Company is an industrial company listed on the TSX Venture Exchange; 

 (B)              the
  Executive has the skills and experience sought by the Company; and 

 (C)              the
  Company and the Executive wish to enter into this Executive Employment Agreement
  under the terms and conditions herein; 


NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 

 ARTICLE 1 

 TERM OF EMPLOYMENT 

 1.1               The
  term of employment under this Agreement shall commence on July 1, 2004 (the
  "Effective Date") and shall be for two years with a third year extension
  by mutual agreement, subject to termination as provided for in Article 6 hereof.
  In accordance with the other terms of this Agreement, the Executive shall devote
  himself full-time to his employment duties and responsibilities with the Company.








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 ARTICLE 2 

 DUTIES AND RESPONSIBILITIES 

 2.1               The
  Executive shall serve the Company as an executive officer in the position of
  President and Chief Executive Officer. 

 2.2               The
  Executive shall report to the Board and shall undertake and perform the following
  duties and responsibilities:

(a)             actively
  engage with the Board to ensure that the initiatives of the management team
  are aligned with the strategic direction and objectives for the Company that
  have been established by the Board; 

(b)             
  provide overall direction for the Company in order for it to implement agreed
  strategies in order to meet Company goals and objectives; 

(c)             provide
  shareholder and investor communication and manage key investment banking and
  institutional relationships; 

(d)             make
  decisions in line with organizational goals, leading to desired results, and
  will be responsible and accountable for results; 

(e)             create
  and sustain the organizational culture and environment needed to achieve objectives
  and results and recruit and retain a high performance operating team; 

(f)             oversee
  the management and administration of the Company; and 

(g)             such
  other duties and responsibilities as may be assigned or vested in him by the
  Board from time to time and which are consistent with the duties and responsibilities
  of a President and Chief Executive Officer. 

 2.3               The
  Executive agrees, during the continuance of his employment, to devote his entire
  working time, services, skill and ability to such employment and to serve at
  all times with loyalty and honesty in the best interests of the Company. The
  Executive acknowledges that the position of President and CEO will involve significant
  travel for business development and for investor relations. Subject to this
  Section 2.3, the Executive may engage in other activities for any charitable
  or other non-profit institution and may accept External Directorships. For the
  purposes of this Section 2.3, "External Directorships" shall mean any
  board of directors, advisory board or counsel for a for-profit organization.
  Attached hereto as Appendix A are the Executive's External Directorships, as
  amended from time to time. The Executive may assume External Directorships provided
  that (i) such External Directorships shall not exceed two; (ii) such External
  Directorships shall comply with the non-competition provisions contained in
  Article 7; (iii) the Executive will not devote more than six (6) one-half (0.5)
  days per board per year during business hours; and (iv) such External Directorships
  do not materially and adversely affect the Executives ability to perform his
  functions in accordance with this Agreement, in which case, such number of External
  Directorships as authorized herein may be reduced in 








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number by the Board such that the Executive is able to perform his functions in accordance with this Agreement. 

 ARTICLE 3 

 BASE COMPENSATION 

 3.1               In
  consideration of the services provided by the Executive hereunder, the Company
  shall, as of the Effective Date, pay to the Executive an annual base salary
  in the amount of $144,000 ($12,000.00.00/month) less applicable deductions
  for income tax, CPP, WC, and as increased from time to time in accordance with
  Section 3.2 ("Base Salary"), payable in such manner as may be agreeable
  to the Parties and in compliance with any applicable legislation.

 3.2               
  Such Base Salary shall be reviewed and maintained or increased by the Compensation
  Committee of the Board every twelve (12) months based on the Executive's performance.
  Any recommended increase shall first be approved by the Board. 

                       The
  Executive shall be entitled to, but not guaranteed, an annual performance bonus
  ("Bonus"). The Bonus will be assessed annually on the anniversary date
  of this Agreement, provided performance objectives are achieved. The Bonus for
  the first year of this Agreement will be $45,000, and will be assessed based
  on the Company achieving the following milestones by the anniversary date of
  this Agreement: (a) as to 50% of the Bonus for achieving commercial deployment
  of one of the Company's sonoprocessing plants on a client's site, and (b) as
  to a further 50% of the Bonus for achieving commercial deployment of one of
  the Company's sonoprocessing plants on a second client's site. For greater clarity,
  for the Executive to receive 100% of the Bonus in the first year, the Company
  must have achieved commercial deployment of one or more sonoprocessing plants
  on a total of two unrelated, client sites. Thereafter, the annual Bonus will
  be allocated to the achievement of particular milestones and overall performance,
  with the amount of the Bonus and the specific milestones outlined and agreed
  to by the Compensation Committee and the Executive based on the current business
  objectives of the Company on the applicable anniversary date. 

 ARTICLE 4 

 INCENTIVE COMPENSATION 

 4.1               The
  Executive shall participate in the Company's share option plan (the "Plan")
  or any successors thereto. This Plan was adopted at the 2004 Annual General
  Meeting of the Company, and in accordance with its terms as amended from time
  to time. Subject to all requisite corporate and stock exchange approvals, the
  Executive will receive incentive stock options exercisable to purchase a total
  of 450,000 common shares pursuant to the Plan. A total of 250,000 of the aforementioned
  incentive stock options are already assigned and vested, whereby an additional
  200,000 stock options will be awarded to the Executive and will vest on the
  following schedule: (a) 100,000 stock options will vest on their allocation
  as soon as practical after the execution of this Agreement, and (b) a further
  100,000 stock options will vest 








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on the first anniversary date of this Agreement. The incentive stock options will have an exercise price determined in accordance with the Plan. In addition, the Executive will be eligible to receive additional incentive stock option grants from
time to time whenever the Board's Compensation Committee determines it appropriate.

 4.2               
  Notwithstanding the terms of the Plan, if the Company notifies the Executive
  of the termination, without just cause, of his employment, or the Executive
  resigns (as defined in Section 6.6 hereof), any options ("Options") to
  purchase shares in the capital of the Company which have been granted to the
  Executive, whether under the Plan or otherwise, and which have not yet vested,
  shall automatically vest and be exercisable upon the date of such notification
  and the Executive shall be entitled to exercise such Options along with any
  other Options which had previously vested but were unexercised at the time of
  notification of termination within a period of 90 days after termination, but
  not thereafter. 

 4.3               If
  the Executive is terminated without just cause after a Change of Control, all
  remaining Options under the Plan or otherwise which have not yet vested shall
  automatically vest. The Executive shall be entitled to exercise the Options
  which vest pursuant to the application of this Section 4.3 together with any
  Options which had previously vested but were not yet exercised at the time of
  the Change of Control within a period of 90 days following the termination of
  employment, but not thereafter. 

 4.4               Except
  as otherwise provided in Article 4 herein, the terms of the Plan shall govern.
  In the event of any inconsistency between the Plan and Article 4 herein, the
  terms of this Article 4 shall prevail. 

 ARTICLE 5 

 BENEFITS 


Group Insurance and Health 

 5.1               The
  Executive shall be eligible for any group medical and dental insurance applicable
  to the executives of the Company, upon the establishment of such programs by
  the Company and as per the terms and conditions of such programs. The Company
  shall pay or reimburse the Executive for provincial health care programs, including
  health, dental and reasonable disability insurance programs not paid through
  source deductions The Company will cover the entrance fees and regular monthly
  dues of the Executive at the Terminal City Club and 








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the costs of an annual, extensive health check at the Mayo Clinic or another reputable, private medical facility.


Vacation 

 5.2               The
  Executive shall be entitled to 20 Business Days (as defined in Section 9.11)
  of annual paid vacation during each year. Unused vacation may not be carried
  over for more than twelve months after the completion of each fiscal year. 


Expenses 

 5.3               The
  Executive shall be reimbursed for all reasonable out-of-pocket expenses incurred
  on behalf of the Company within 14 days following receipt of an expense report
  received by the Company in respect of such expenses. 


Vehicle 

 5.4               The
  Company shall lease a vehicle for the exclusive use of the Executive. 

 ARTICLE 6 

 TERMINATION OF THIS AGREEMENT 

 6.1               Notwithstanding
  any other provisions herein but subject to Section 9.8 hereof, and without prejudice
  to rights accrued to the Executive to the Date of Termination (as defined herein),
  this Agreement shall terminate automatically upon the death of the Executive
  or on the Date of Termination. The "Date of Termination" will be, as
  applicable, the date the Company terminates the Executive in accordance with
  Section 6.2, or the date the Company terminates the Executive or the Executive
  resigns in accordance with Section 6.6 hereof, or the date the Executive commences
  his retirement in accordance with Section 6.5 hereof, or the date determined
  in accordance with Section 6.4 hereof.

 6.2               Nothing
  in this Agreement shall restrict or impair the Company's right to terminate
  the employment of the Executive without compensation at any time by notice in
  writing from the Company to the Executive for just cause, which without limiting
  the generality of the foregoing, shall include:

(a)             serious
  and wilful misconduct;

(b)             breach
  of fiduciary duty;

(c)             failure
  to obey the reasonable and lawful direction of the Board and such failure is
  not cured or complied with by the Executive within 10 days following notice
  of non-compliance by the Board; 

(d)             fraud;







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(e)             theft;

(f)             wilful
  breach or habitual neglect of significant and material duties the Executive
  is required to perform; and

(g)             material
  breach of a restrictive covenant of this Agreement.

 6.3               Except
  to the extent modified by §6.4, if

(a)             the
  Company terminates the Executive for any reason other than just cause, 

(b)             the
  Company replaces or enters into an agreement to replace the Executive in the
  position of Chief Executive Officer (unless the Executive waives this provision),
  or

(c)             if
  the Executive shall become permanently disabled,

 then this Agreement will be deemed to be terminated
  and the Company will pay the Executive 15 months' salary within 20 days of termination
  plus incentive compensation owed. For purposes of subsection 6.3(c), the Executive
  shall be deemed to be permanently disabled immediately following:

(i)             any
  period of 365 consecutive days during which he is prevented, notwithstanding
  reasonable efforts to accommodate the disability, from performing his essential
  duties as an executive of the Company for more than 182 days in the aggregate
  by reason of illness or mental or physical disability; or

(ii)            him
  being found of unsound mind or incapable of managing his own affairs by the
  final judgement or order of a court of competent jurisdiction. 

 6.4               At
  any time during his employment, should a Change of Control (as defined below)
  event occur and this Agreement is terminated for any reason other than voluntary
  resignation by the Executive within 90 days of such Change of Control or 30
  days following the next Annual General Meeting of the Company, whichever is
  longer, the Executive will be entitled to a severance payment equal to 30 months'
  salary, plus incentive compensation owed, plus health and insurance benefits,
  within thirty days of the termination. At the election of the Company, the severance
  payment may be made in one lump sum payment, or paid over a period of time not
  exceeding 24 months. 

                       For
  the purpose of this clause, a Change of Control shall be deemed to have occurred
  when:

(a)             a
  person or corporate entity and its associates and affiliates collectively own
  more than 50.1% of the voting shares of the Company a Change of Control shall
  be deemed to have occurred; or

(b)             a
  majority of the directors elected at any annual or special general meeting of
  shareholders of the Company are not individuals nominated by the Company's then-incumbent
  board of directors. 







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                       A
  Change of Control will be deemed to have not occurred if a person or corporate
  entity and its associates and affiliates acquire a minimum 50.1% of the voting
  shares of the Company in a distressed acquisition (the "Distressed Acquisition").
  A Distressed Acquisition occurs when a minimum of 50.1% of the voting shares
  of the Company are acquired for a total acquisition price of less than $5
  million. 

                       Following
  a Change in Control, the Executive may terminate his employment under this Agreement
  at any time after the expiry of 90 days of the day on which there is a Change
  of Control, as described in this agreement. 

 6.5               This
  Agreement is terminated, without prejudice to rights accrued to the Executive
  to the Date of Termination, when the Executive commences his retirement. 

 6.6               The
  Executive may, by providing 120 days notice in writing to the Company (the "Notice
  Period"), terminate this Agreement and his employment with the Company.
  In such circumstance, the Company may request that the Executive cease duties
  prior to the expiry of the Notice Period. The Company shall, in such event,
  pay to the Executive an amount equal to the difference between what the Executive
  would have received had the employment of the Executive been continued for the
  Notice Period and the amount actually paid by the Company to the Executive during
  the Notice Period. In the event the Executive provides such notice to the Company,
  the "Date of Termination" shall mean the last day on which the Executive
  works for the Company. 

 ARTICLE 7 

 NON COMPETITION 

 7.1               During
  the term of this Agreement and for the 12 months following the termination or
  expiration of this Agreement, the Executive shall not:

(a)             own
  or have any interest directly in; nor 

(b)             act
  as an officer, director, agent, employee or consultant for 


any person, firm, association, partnership, corporation or other entity (the "Competitive Entity") engaged in sonoprocessing or the industrial mixing industry. 

 7.2               The
  Executive acknowledges that the restrictions contained in Section 7.1 are reasonable;
  however, in the event that any court should determine that any of the restrictive
  covenants contained in Section 7.1 of this Agreement, or any part thereof, are
  unenforceable because of the duration of such provision or the area covered
  thereby, such court shall have the power to reduce the duration or area of such
  provision and, in its reduced form, such provision shall then be enforceable
  and shall be enforced. 








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 ARTICLE 8 

 CONFIDENTIALITY 

 8.1               The
  term "Confidential Information" means any and all information concerning
  any aspect of the Company not generally known to persons other than those associated
  with the Company. The Company may disclose, in writing or orally, certain Confidential
  Information to the Executive. 

 8.2               The
  Executive acknowledges and agrees that any Confidential Information disclosed
  to the Executive is in the strictest confidence. Any Confidential Information
  disclosed to the Executive in any form whatsoever is and shall be considered
  confidential and proprietary information of the Company. 

 8.3               Except
  as authorized by the Company, the Executive will not, except in the course of
  his duties to the Company:

(a)             duplicate,
  transfer or disclose nor allow any other person to duplicate, transfer or disclose
  any of the Company's Confidential Information; or 

(b)             use
  the Company's Confidential Information without the prior written consent of
  the Company. 

 8.4               The
  Executive will safeguard all Confidential Information at all times so that it
  is not exposed to or used by unauthorized persons, and will exercise at least
  the same degree of care that would be used to protect the Executive's own confidential
  information. 

 8.5               Any
  and all technical reports, engineering drawings or reports, accounting and financial
  records and like information and materials received from the Company and any
  copies or excerpts thereof containing proprietary or Confidential Information
  will remain the property of the Company and will, upon the request of the Company,
  be promptly returned to the Company by the Executive. 

 8.6               The
  restrictive obligations set forth above shall not apply to the disclosure or
  use of any information which:

(a)             is
  or later becomes publicly known under circumstances involving no breach of this
  Agreement by the Executive; 

(b)             is
  already known to the Executive at the time of receipt of the Confidential Information;

(c)             is
  lawfully made available to the Executive by a third party; or 

(d)             is
  authorized by the Board of Directors of the Company. 

 8.7               The
  provisions of Article 8 shall survive the termination of this Agreement for
  a period of one year after termination. 








 ARTICLE 9 

 MISCELLANEOUS 

 9.1               This
  Agreement shall be the whole and complete agreement between the Parties with
  respect to the employment of the Executive; it replaces and supersedes any and
  all previous verbal or written agreements that may have been entered into, and
  may not be amended or modified except by written amendment signed between the
  Parties hereto. 

 9.2               
  In the event that any part of this Agreement shall be determined at any time
  to be invalid, such provisions shall be deemed severable and deleted herefrom
  and the remainder of this Agreement shall constitute the whole agreement of
  the Parties hereto and shall, except as hereinbefore provided, continue in full
  force and effect. 

 9.3               The
  Executive hereby confirms that he is not a party to any agreement or under any
  other obligation to anyone, including any former employer nor does the Executive
  have any other interest which is inconsistent with or in conflict with or which
  would prevent, limit or impair the Executive's performance of any obligations
  hereunder which the Executive has not disclosed in writing to the Company. The
  Executive acknowledges that the Company is not requesting the Executive disclose
  any confidential information which the Executive may have obtained from a former
  employer. 

 9.4               The
  Executive acknowledges that a breach by the Executive of any of the covenants
  contained in Article 7, Article 8 and Article 9 of this Agreement shall result
  in damages to the Company and that the Company could not be adequately compensated
  for such damages by a monetary award. Accordingly, in the event of any such
  breach, in addition to all other remedies available to the Company at law or
  in equity, the Company shall be entitled as a matter of right to apply to a
  court of competent jurisdiction for such relief by way of restraining order,
  temporary or permanent injunction, decree or otherwise, as may be appropriate
  to ensure compliance with the provisions of this Agreement. 

 9.5               The
  Executive acknowledges that the restrictions contained in Article 7 and Article
  8 are reasonable and valid and the Executive hereby waives all defences to the
  strict enforcement thereof by the Company. 

 9.6               The
  Executive acknowledges that he has had independent legal advice regarding the
  execution of this Agreement and that she understands the contents of this agreement.


 9.7               This
  Agreement shall enure to the benefit of and be binding upon the Parties hereto,
  their respective successors, heirs, representatives, administrators and the
  assigns of the Company. The Executive shall not assign or transfer this Agreement
  or any of rights or obligations hereunder. 

 9.8               The
  provisions of Article 7 and Article 8 shall survive the termination of this
  Agreement. 

 9.9               Any
  amount payable under this Agreement shall be paid in Canadian currency. 








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 9.10              This
  Agreement shall be governed by and construed according to the laws of the Province
  of British Columbia, and both Parties hereby agree that the Courts of the Province
  of British Columbia have exclusive jurisdiction in any dispute, action, cause
  or action or otherwise that may arise from this Agreement. 

 9.11               Any
  notice or other communication or writing required or permitted to be given under
  this Agreement or for the purposes of this Agreement shall be in writing and
  shall be sufficiently given if delivered personally, or if transmitted by facsimile
  transmission (with original to follow by mail) or other form of recorded communication,
  tested prior to transmission, to: 

	 	(a) 	 if to the Company:  
	 	 	 
	 	  	 Sonic Environmental Solutions Inc.  
	 	  	 1778 W. 2nd Avenue, Vancouver, B.C., V6J 1H6  
	 	 	 
	 	  	 Attention:              Mr.
      Edward Farrauto  
	 	 	 
	 	 	Phone: 604-736-2553, FAX: 604-736-2558 
	 	 	 
	 	(b) 	 if to the Executive:  
	 	 	 
	  	  	 Adam R. Sumel  
	  	  	 1778 W. 2nd Avenue, Vancouver, B. C., V6J 1H6  
	 	 	 
	  	 	Phone: 604-736-2553, FAX: 604-736-2558 


 or to such other address as the party to whom such notice is to be given shall
  have last notified the party giving the same in the manner provided in this
  Section. Any notice so delivered shall be deemed to have been given and received
  on the day it is so delivered at such address, provided that such day is not
  a Business Day then the notice shall be deemed to have been given and received
  on the Business Day next following the day it is so delivered. Any notice so
  transmitted by facsimile transmission or other form of recorded communication
  shall be deemed to have been given and received on the day of its confirmed
  transmission (as confirmed by the transmitting medium), provided that if such
  day is not a Business Day then the notice shall be deemed to have been given
  and received on the Business Day next following such day. "Business Day"
  means any day that is not a Saturday, Sunday or civic or statutory holiday in
  the Province of British Columbia; 







 - 11 - 

 9.12              No
  amendment or waiver of any provision of this Agreement shall be binding on any
  party unless consented to in writing by such party and approved by the Board
  in the case of the Company. No waiver of any provision of this Agreement shall
  constitute a waiver of any other provision nor shall any waiver constitute a
  continuing waiver unless otherwise provided. 

 IN WITNESS WHEREOF this Agreement has been executed by the parties
  on the 29th day of November, 2004 with intention to be effective
  from the 1st day of July, 2004. 

	 The Corporate Seal of  	 )  	  
	 SONIC ENVIRONMENTAL SOLUTIONS  	 )  	  
	 INC. was affixed in the presence of: 
    	 )  	  
	 	  	 )  	  
	 	  	 )  	C/S  
	Per: 	/s/ "Ed Farrauto"	 )  	  
	 	
      Authorized Signatory  	 )  	  
	 	  	 )  	  
	Per: 	  	 )  	  
	 	
      Authorized Signatory  	 )  	  
	 	  	 	 
	 	  	 	 
	 	  	 	 
	 	  	 	 
	 Signed, Sealed and Delivered by the Executive 
    	 )  	  
	 in the presence of:  	 )  	  
	 	  	 )  	  
	 	  	 )  	  
	/s/ "David Redford"	 )  	/s/ "Adam R. Sumel"
	
      Witness (Signature)  	 )  	
      ADAM R. SUMEL  
	 	  	 )  	  
	David Redford 	 )  	  
	
      Name (please print)  	 )  	  
	 	 	 	 
	224 3rd Street	 )  	  
	
      Address  	 )  	  
	 	  	 )  	  
	New Westminster	 )  	  
	
      City, Province  	 )  	  
	 	  	 )  	  
	Lawyer 	 )  	  
	
      Occupation  	 )  	  











 APPENDIX A 

 EXTERNAL BOARD APPOINTMENTS 


None. This Schedule may be updated from time to time by agreement between the Executive and the Company.