Filed by Automated Filing Services Inc. (604) 609-0244 - Sonic Environmental Solutions Inc. - Exhibit 4.14





 [NOTE TO READER: CERTAIN PORTIONS OF THIS AGREEMENT RELATING
  TO PRICING INFORMATION HAVE BEEN REMOVED AND ARE THE SUBJECT OF A REQUEST FOR
  CONFIDENTIAL TREATMENT SUBMITTED BY THE COMPANY TO THE SECURITIES EXCHANGE COMMISSION
  (THE "COMMISSION") PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
  1934. THE PRICING INFORMATION HAS BEEN DISCLOSED TO THE COMMISSION IN CONNECTION
  WITH THE REQUEST FOR CONFIDENTIAL TREATMENT.] 

 PROPERTY CLEAN-UP AGREEMENT 

 THIS AGREEMENT is made the 28th day of July, 2004. 


BETWEEN: 


  
    
      
         JUKER HOLDINGS LTD., 55 Roger Street, Vancouver, British 

          Columbia, V6A 1W3 

         (herein "Owner") 

      

    

  



 OF THE FIRST PART 

AND: 


  
    
      
         SONIC ENVIRONMENTAL SOLUTIONS INC., 1778 West 

          2nd Avenue, Vancouver, British Columbia, V6J 1H6 

         (herein the "Contractor") 

      

    

  



 OF THE SECOND PART 

WHEREAS: 

 (A)                      The
  Owner desires to clean-up certain refuse and contaminated soils located on its
  property at 920 Derwent Way, Delta, British Columbia (the "Property"); and 

 (B)                      The
  Contractor has agreed to perform such Work through use of its own technology
  and staff as well as by retaining such subcontractors as it deems necessary;



NOW THEREFORE the Owner and the Contractor agree as follows:

 PART 1 

  THE WORK 

 1.1                      The
  Contractor shall perform the work more particularly described under Category
  1 of Schedule A hereto (the "Work") being treatment or cleaning of the sand,
  soil and other contaminated material which, without processing, is in situ on
  the Property in a state where it will pass through a one-inch screen ("Soil")
  and which is to be remediated to standards required by the Ministry of Water,
  Land and Air Protection to industrial level soil as specified in 








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the Contaminated Sites Legislation. The Work is in all respects based and contracted on the assumption that the estimates contained in the 1996 Golder Report are materially accurate in respect of quantity, location and degree of contamination of the
material.

 1.2                      The
  Contractor will also supervise, at cost, for the Contractor's personnel time
  involved, certain related work (the "Related Work") described under Category
  2 of Schedule A hereto titled Related Work. 

 1.3                      The
  Contractor's fee described in Part 2 includes all mobilization and demobilization
  of equipment and personnel necessary to effect the Work. 

 1.4                      The
  Contractor must complete the Work within 18 months of execution of this Agreement
  but the Owner understands that commencement of the Work is subject to receipt
  by the Contractor of any necessary permit or approval to do so from the Ministry
  of Water, Land and Air Protection and the Municipality of Delta. The Contractor
  will co-ordinate the Related Work until the earlier of its completion and 18
  months from execution hereof. 

 1.5                      Unless
  the Owner requests that the remediated Soil is used as fill on the Property,
  all Soil remediated hereunder will be disposed of by the Contractor off the
  Property in a manner it deems appropriate in compliance with all laws. 

 1.6                      The
  Owner shall have access to the Work and the Property at all times on reasonable
  notice. The Contractor shall provide safe and proper facilities for the review
  and inspection of the Work by the Owner and any agent. If any part of the Work
  is being conducted at locations other than the Property location, the Owner
  shall be given access to such other locations on the same basis. 

 1.7                      The
  remediated Soil will be tested regularly for compliance with the specifications
  set out herein and the Owner and/or its authorized representative shall be given
  reasonable notice of such testing procedures so that it may review and inspect
  them. The Owner shall be regularly furnished with certificates and inspection
  reports relating to the Work. 

 1.8                     
  If the Contractor, the Owner or any consultant to the Owner, determines that
  any portion of the Work has been defective, the Contractor shall be obliged
  to re-execute the defective Work and ensure that it conforms to the terms hereof,
  failing which the Owner shall not be obliged to pay for such Work and may deem
  the Contractor in breach of this Agreement. 

 1.9                     
  The Contractor shall have total control of the Work and shall effectively direct
  and supervise the Work and all sub-contractors so as to ensure compliance with
  the terms hereof. The Contractor shall be solely responsible for the means,
  methods, techniques, sequences and procedures in co-ordinating the various parts
  of the Work. 

 1.10                     The
  Owner shall not award separate contracts in connection with other activities
  on the Property in a manner which unreasonably interferes with or precludes
  the Contractor from completing the Work. 








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 1.11                     The
  Contractor shall have the sole responsibility for the design, erection, operation,
  maintenance and removal of any temporary structures, equipment and facilities
  required to effect the Work. All such structures shall conform to applicable
  codes and permits. 

 1.12                     The
  Contractor shall provide the Owner with a schedule that indicates the timing
  of the major activities in connection with the Work and provide sufficient detail
  of the critical events and their interrelationship to demonstrate the Work will
  be performed in conformity with this Agreement. The Contractor shall, on an
  ongoing basis, regularly update the schedule and timetable. The Contractor shall
  be solely responsible for safety at the place of Work and for compliance with
  the rules, regulations and practices required by applicable Worker health safety
  legislation and shall also be responsible for initiating and maintaining and
  supervising all safety precautions and programs in connection with the performance
  of the Work. 

 1.13                     The
  Contractor shall preserve and protect the rights of the Owner under this contract
  with respect to the Work to be performed under any sub-contract and shall ensure
  that any agreement with the subcontractor or supplier requires them to perform
  their Work in accordance with the terms of this Agreement. The Contractor shall
  provide and pay for all labour, equipment, power, tools, and utilities and other
  services necessary for the performance of its Work. 

 PART 2 

  PAYMENT FOR WORK 

 2.1                      The
  Work shall be paid for at the rate of $[***] per imperial ton of
  Soil, $[***] per ton for other treatable material, $[***]
  per ton for the sludge contained in barrels located on the Property, all
  as described on Schedule A (collectively, the "Work Fee"). 

[***OMMITTED AND FILED SEPARATELY WITH THE COMMISSION FURTHER TO A REQUEST
  FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
  ACT OF 1934]

 2.2                     
  Owner shall be responsible for GST and PST applicable to the contract price.


 2.3                      The
  contract price will be payable monthly and will be billed monthly for the Work
  completed within that period. 

 2.4                      Unpaid
  invoices will bear interest at 12% per annum commencing on the 30th day after
  issuance. 

 2.5                      The
  Owner shall be obliged to pay for the Contractor's mobilization and demobilization
  charges if this Agreement is terminated early by the Owner for other than cause
  under Part 4. 

 2.6                      The
  actual cost of Related Work to the Contractor shall be billed monthly plus any
  consulting services in respect of the supervision of the Related Work. (Consulting
  services 








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for supervision and management of the Related Work shall be billed on the basis of the actual personnel-hours involved at the full payroll burden of such personnel. A reasonable breakdown of personnel time and costs will be provided with such
invoice.) 

 PART 3 

  CHANGES IN WORK 

 3.1                     
  Should the Owner or the Contractor request permission of the other to make changes
  in the manner of carrying out the Work consisting of additions, deletions or
  other provisions, neither party shall be obliged to accept substantive changes
  to the Work where it reasonably objects to such changes. 

 3.2                      Where
  either party desires to changes in the Work it shall provide a notice to the
  other prescribing the proposed change and the Contractor shall provide a proposed
  method of adjustment to the Work Fee to reflect an adjustment in the contract
  price which reflects the proposed change. 

 3.3                      Where
  the Owner and the Contractor agree to the adjustment in the contract price or
  the contract time or the method to be used to determine the adjustments, such
  agreement shall be effective immediately and shall be recorded in a change order
  signed by the Owner and the Contractor. The Work Fee change shall be reflected
  in the invoices thereafter issued by the Contractor. 

 3.4                      If
  the Owner requires the Contractor to proceed with a change in Work, absent an
  agreement by the Owner and the Contractor respecting the appropriate adjustment
  in the contract price and contract time, the Owner must issue a Change Directive.


 3.5                      Upon
  receipt of Change Directive, the Contractor shall proceed with the change in
  the Work (if it is capable of doing so) and the adjustment in the Work Fee for
  a change carried out by way of Change Directive shall be determined on the basis
  of the cost of expenditures and savings to perform the Work attributable to
  the change, including a reasonable allowance for overhead and profit.

 3.6                      In
  the event of a Change Directive, the Contractor shall keep and present an itemized
  accounting of the cost of expenditures and savings resulting from the Change
  Director and the cost to performing the Changed Work shall be limited to the
  actual costs thereof generally including the following:

(a)                      wages
  and benefits paid for labour under applicable labour agreements or other salary
  or wage schedule in effect including such salaries and wages of office personnel
  or who are engaged in a technical capacity or other relevant functions, including
  all usual payroll burdens, including UIC, CPP and the like; 

(b)                      costs
  of materials, supplies, equipment, utilities and the like which are consumed
  including the costs of all rentals as well as the installation, minor repairs
  and replacements and like-related costs; and 







 - 5 -

(c)                      the
  amount of all subcontracts, additional inspection or assurance services, any
  additional government levies, other third party charges including insurance
  and generally all costs and expenses reasonably attributable to the Change Directive.

 3.7                      If
  the Contractor is unable to conduct the Work contemplated by the Change Directive,
  the Owner shall be at liberty to retain an alternative contractor. 

 PART 4

  DEFAULT AND TERMINATION 

 4.1                      The
  Owner may terminate this contract for cause upon notice to the Contractor in
  the following events:

(a)                      if
  the Contractor should be adjudged bankrupt or makes an assignment for the benefit
  of creditors due to insolvency or if a receiver should be appointed over it;
  or 

(b)                      if
  the Contractor should neglect to prosecute the Work properly or otherwise fails
  to comply with the requirements of this contract to a substantial degree, providing
  that in such event the Owner has given the Contractor written notice specifying
  the default and the Contractor has not either corrected such default within
  five days or has disputed the notice and referred to the matter to binding arbitration
  as contemplated herein. 

 4.2                      If
  the breach or default contemplated by §4.1(b) cannot be corrected within
  five Working days, the Contractor shall nevertheless be in compliance with this
  Agreement if:

(a)                      it
  commences the correction of the default within the five days and provides the
  Owner with a reasonable schedule to complete such correction, and 

(b)                      thereupon
  continuously effects the correction in accordance with the schedule. 

 4.3                      If
  the Contractor fails to correct the default in the time specified or subsequently
  agreed upon without prejudice to any other right or remedy, the Owner may:

(a)                      correct
  such default(s) and deduct the costs thereof from any payment then or thereafter
  to the Contractor, and/or 

(b)                      terminate
  the Contractor's right to continue the Work and terminate this Agreement. 

 4.4                      The
  Contractor may terminate this Agreement for cause upon notice to the Contractor
  in the following events:

(a)                     
  if the Owner should be adjudged bankrupt or makes an assignment for the benefit
  of creditors due to insolvency or if a receiver should be appointed over it,

(b)                      if
  the Owner fails to pay invoices when duly rendered; and 







 - 6 -

(c)                      if
  the Work should be stopped or otherwise delayed for a period of 45 days or more
  under an Order of the Court or other public authority and providing that such
  Order was not issued as a result of an act or fault of the Contractor or anyone
  directly or indirectly employed or engaged by the Contractor. 

 4.5                      The
  Contractor may notify the Owner in writing that the Owner is in default of the
  Owner's contractual obligations hereunder if:

(a)                      the
  Owner fails to furnish, once so requested by the Contractor, reasonable evidence
  that financial arrangements have been made to fulfil the Owner's financial obligations
  hereunder, or 

(b)                      the
  Owner fails to pay the Contractor when duly amounts invoiced by the Contractor
  within 5 days of receiving an overdue invoice notice. 

 4.6                      If
  the Owner or the Contractor discovers conditions on the Property which are subsurface
  or otherwise concealed or which differ materially from those indicated in the
  Golder Report, or where physical conditions are of a nature which differ materially
  from those ordinarily found to exist in like circumstances and are generally
  recognized as being inherent in such circumstances, then the observing party
  shall notify the other in writing before such conditions are disturbed (and
  in no event no later than five Working days after such first observance). It
  is a consequence of such material divergences from the parties' respective understanding
  of the condition of the Property that the Contractor shall be entitled to amend
  the Work Fee herein and unless the Owner agrees to such change, then the Contractor
  may terminate this Agreement and shall be entitled to reimbursement of its mobilization
  and demobilization costs. 

 4.7                      If
  the Contractor is delayed in the performance of Work by an action or omission
  of the Owner or any agent thereof, then the contract time shall be extended
  for a reasonable period of time and the Contractor shall be reimbursed by the
  Owner for reasonable costs incurred as a consequence of such delays. 

 4.8                      If
  the Contractor is delayed in the performance of the Work by a stop work order
  issued by a Court or other public authority and providing that such Order was
  not issued as the result of an act or fault of the Contractor or any of its
  agents, then the contract time shall be extended for a reasonable period time
  and the Contractor shall be reimbursed by the Owner for reasonable costs incurred
  by the Contractor as a result of such delays. 

 4.9                      Notwithstanding
  anything else in this Agreement, if the Contractor determines that it is unable
  to profitably carry out the Work then it may, on 30 days' notice to the Owner,
  advise the Owner that it will cease the Work in which case:

(a)                      the
  Contractor will be entitled to the Work Fee for all the material remediated
  to the date it ceases Work; and 

(b)                      the
  Contractor will be required to leave the Property in a condition that is, except
  for the Work completed, not materially and adversely disturbed or affected insofar
  as the Owner's enjoyment thereof is concerned. 







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 PART 5 

  INDEMNIFICATION 

 5.1                      The
  Contractor shall indemnify and hold harmless the Owner and its agents and employees
  from and against any claims, demands, losses, costs, damages, actions, suits
  or proceedings (hereinafter, collectively "Claims") by third parties that arise
  out of or are attributable to the Contractor's performance of the Work provided
  that such Claims are:

(a)                      attributable
  to bodily injury, sickness, disease or death, or to injury or to destruction
  of tangible property; and 

(b)                      caused
  by negligent acts or omissions of the Contractor or anyone for whose acts the
  Contractor may be found liable; and

(c)                      are
  made in writing within a period of six months from completion of the Work. 

 5.2                      Except
  as expressly set out in §5.1, the Owner expressly waives the right to any
  indemnity for Claims other than those stated therein. 

 5.3                      In
  no event shall the obligation of the Contractor to indemnify the Owner exceed
  the amount actually paid by the Owner to the Contractor pursuant to this Contract.


 5.4                      The
  Owner shall indemnify and hold harmless the Contractor and the Contractor's
  agents, employees, servants and subcontractors against claims, demands, losses,
  costs, damages, actions, suits or proceedings arising out of the Contractor's
  performance of the Contract which are attributable to a lack of or defect in
  title or any hazard or condition not readily visible on the Property or any
  environmental liability not identified in the Golder Report. 

 PART 6 

  MISCELLANEOUS 

 6.1                      The
  laws of British Columbia shall govern this Agreement and the conduct of the
  Work. 

 6.2                      The
  Owner shall obtain and pay for all necessary permits, permanent easements, rights
  of access or servitude and the Contractor shall be responsible for permits,
  licences or certificates relating only to the performance of the Work. 

 6.3                      The
  Contractor shall give the required notices and comply with the laws, ordinances,
  rules, regulations or codes which are or become in force during the performance
  of the Work and which relate to the Work, including those to the preservation
  of the public health and Worker safety. 

 6.4                      The
  Contractor shall provide, maintain and pay for insurance coverage specified
  herein and unless otherwise stipulated, the duration of each insurance policy
  shall be from the date of commencement of the Work until the date of its completion
  or earlier termination hereof. Prior to commencement of the Work and upon placement,
  renewal, amendment or extension of all or any party of the insurance, the Contractor
  shall promptly provide the Owner with 








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 confirmation of coverage and if required, policies of insurance which shall
  include the following limits:

(a)                      General
  Liability. The Contractor shall maintain general liability and environmental
  impairment insurance in the amount of not less than $5,000,000 per occurrence
  with property damage deductible not exceeding $2,500. Where the Contractor
  maintains a single blanket policy, the addition of the Owner is limited to liability
  arising out of the Work and operations incidental thereto, and 

(b)                      Automobile
  Liability Insurance. The Contractor shall maintain vehicle insurance of
  $2,000,000 inclusive per occurrence for bodily injury, death and damage
  to property. 

 6.5                      Insofar
  as lawfully possible, the parties agree to refer any dispute arising under this
  Agreement to binding arbitration pursuant to the provisions of the Commercial
  Arbitration Act (British Columbia). The parties agree that a single arbitrator
  shall be appointed by the parties who shall be a licensed civil engineer with
  experience in treatment of contaminated soils. The place of arbitration shall
  be British Columbia. If the parties cannot agree on an arbitrator, the arbitrator
  shall be appointed by the British Columbia International Commercial Arbitration
  Centre. 

 6.6                      Neither
  party may assign its rights hereunder without consent of the other party, such
  consent not to be unreasonably withheld. For greater certainty, it shall not
  be deemed to be an assignment of any part of this Agreement for the Contractor
  to retain sub-contractors to perform all or any of the Work providing always
  that the Contractor shall remain liable for the performance of such sub-contractors.


 6.7                      Each
  of the parties agrees to keep the commercial terms of this Agreement confidential
  and not to release this information to any third party except where required
  by law and then only upon five days' notice to the other party. The foregoing
  restriction does not apply to the Contractor's requirements to make disclosures
  in accordance with applicable securities laws or the policies of any stock exchange
  on which its securities or those of any controlling parent company are listed.


 6.8                      This
  Agreement shall supersede any and all prior agreements between the Parties concerning
  the clean-up of the Property in their entirety. 

 IN WITNESS WHEREOF the parties have caused this Agreement to be executed
  as of the day and year first above written. 

	JUKER HOLDINGS LTD.  	 
	 	  	 
	Per:  	/s/
      "Peter Shields"	 
	 	 Authorized Signatory  	 




	 SONIC ENVIRONMENTAL SOLUTIONS INC. 
    	 
	 	  	 
	Per:  	/s/
      "Adam Sumel"	 
	 	 Authorized Signatory  	 










 SCHEDULE A 

 DESCRIPTION OF THE WORK AND RELATED WORK 


Category 1 - The Work to be done by the Contractor 

	 A.      	 Remediation of approximately 2,200 tons of contaminated Soil (being material
      that has been pre-screened for processing), which Soil is currently located
      in a sealed bunker on the Property. In addition the Contractor may treat
      such additional quantities of material as the Owner determines can be economically
      prepared for treatment by crushing or other means. 
	 
	 B.      	 Treatment and disposal of sludge currently contained in barrels. 



Category 2 - The Related Work

	 A.      	 The Related Work shall be performed by Hazco Environmental Services Ltd.
      and will prepare the contaminated soil ready for processing by the Contractor
      and dispose of excess processed soil and unprocessable material prior to
      restoring the site to a paved flat surface. The Related Work may include
      sorting, screening, crushing and general handling of material including
      rocks, concrete, asphalt, capacitors, railway ties and scrap metal materials
      aggregating approximately. Unprocessable material (estimated at up to 900
      tons) will be disposed of off-site or undergo further preparation to enable
      the Contractor to process it. The Contractor shall have a right of first
      refusal to process and/ or dispose of this material. All Related Work shall
      be supervised by the Contractor and agreed to in advance with the Owner.