PLAN OF MERGER AMENDING AGREEMENT

Cash and Sonic entered into an agreement and plan of merger dated September 26, 2005 (the “Merger Agreement”) pursuant to which Cash sold his interest in Terra-Kleen Response Group, Inc. to Sonic;

Pursuant to the Merger Agreement, Cash was appointed President of Sonic Corp., a wholly owned subsidiary of Sonic, and has served on the Board of Directors of Sonic; and

Cash and Sonic/ Sonic Corp. wish to discontinue their relationships and have entered into this Plan of Merger Amending Agreement (the “Agreement”).

“Deliverables” has the meaning given to it in Section 2.1(f) of this Agreement;

“Employment Agreement” means the Executive Employment Agreement dated December 21, 2005 between Cash and Sonic Corp. (formerly Sonic Environmental Solutions (USA) Inc.) pursuant to which Cash was appointed President of Sonic Corp.;

“Escrow Agreement” means the escrow agreement dated December 21, 2005 among Sonic, Cash and Pacific Corporate Trust Company;

“Office” has the meaning given to it in section 4.2 of this Agreement;

“Merger Agreement” has the meaning given to it in the Recitals to this Agreement;

“Mutual General Release” has the meaning given to it in Section 2.1(g) of this Agreement;

“Settlement” means completion of the transactions and other things contemplated to be done under this Agreement on or before the Time of Completion;

“Shares” has the meaning given to it in Section 5.2 of this Agreement; and

“Time of Completion” means 2:00 p.m. (Vancouver Time) on March 22^nd , 2007 or such other time or date as the parties may agree in writing.

Interpretation. For the purposes of this Agreement, except as otherwise provided:

“this Agreement” means this Plan of Merger Amending Agreement as it may from time to time be supplemented or amended and in effect;

All references in this Agreement to “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Agreement;

The words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

The headings are for convenience only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;

The singular or any terms includes the plural, and vice versa, the use of any term is equally applicable to any gender and, where applicable, a body corporate, the word “or” is not exclusive and the word “including” is not limited whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference hereto;

Where the time for doing an act falls or expires on a day other than a business day, the time for doing such act is extended to the next day which is a business day;

Any reference to a statute is a reference to the applicable statute and to any regulations made pursuant hereto and includes all amendments made thereto and in force from time to time and any statue or regulation that has the effect of supplementing or superseding such statute or regulation;

All references to “$” or dollars is to lawful currency of the United States unless otherwise stated to be in lawful currency of Canada;

The parties acknowledge that they have mutually negotiated all of the terms of this Agreement and that the provisions of this Agreement are to be construed in accordance with their fair and plain meanings and not strictly construed against either party;

To the extent any provisions of the body of this Agreement contradicts or is inconsistent with any of the other agreement to be entered into by the parties concurrently herewith, the precise terms and conditions of the final executed version of such formal agreement, release, order or notice, and not this Agreement, shall govern; and

Any reference to a “month” means a calendar month commencing at 12:01 a.m. (local time) on the first day of such month and ending at 11:59 p.m. (local time) on the last day of such month.

Sonic will pay to Cash US$250,000;

The Employment Agreement will terminate at the Time of Completion and each party will be released from any and all of their current and future obligations thereunder;

At the Time of Completion each party will be released from any and all current and future obligations under the Merger Agreement, other than those set forth in Part 12 of the Merger Agreement, which shall remain in effect in accordance with its terms, as amended;

Subject to the terms and conditions of Article 5 hereof, the Escrow Agreement will be terminated at the time and in the manner specified in such section;

At the Time of Completion, Cash will resign as a director and officer of Sonic and its affiliates;

Cash will deliver to Sonic all contacts, files, programs, data, contracts, potential contracts, customer lists and any other materials and locations involving Terra- Kleen, Sonic Corp. and Sonic in the possession of Cash (the “Deliverables”) and will clarify and provide advice with respect to any subsequent questions of Sonic with regard to such matters on request in accordance with Section 6.1 hereof; and

Cash and Sonic and Sonic Corp. agree to enter into a mutual release (the “Mutual General Release”) of all claims and liability under the Merger Agreement (except Part 12 thereof), the Employment Agreement and otherwise relating to the Sonic/Sonic Corp. business in the form attached as Schedule “A” to this Agreement.

Deliveries at Completion. At the Time of Completion:

Sonic and Sonic Corp. shall deliver or cause to be delivered such documents and conduct such actions as are reasonably required to implement the transaction contemplated hereunder, including the following deliveries:

the amount of US$250,000 delivered by wire transfer

a copy of the Mutual General Release executed by authorized signatories of Sonic and Sonic Corp.; and

a copy of the termination agreement in respect of the Employment Agreement executed by authorized signatories of Sonic and Sonic Corp., as applicable.

Cash shall, against delivery of the above, deliver or cause to be delivered such documents and conduct such actions as are reasonably required to complete the transaction contemplated hereunder, including the following deliveries:

a copy of the Mutual General Release executed by Cash;

resignations from all positions Cash currently holds as a director or officer of Sonic and its affiliates;

a copy of the termination agreement in respect of the Employment Agreement executed by Cash; and

the Deliverables.

it is made to a lawyer or professional advisor who has a need to know such information in the course of their business for or on behalf of or with Cash;

in respect of such information required to be disclosed by regulatory or governmental authorities; and

otherwise required by applicable law to be disclosed.

it is made to a consultant, contractor, lawyer or professional advisor who has a need to know such information in the course of their business for or on behalf of or with the disclosing party;

in respect of such information required to be disclosed by regulatory or governmental authorities; or

otherwise required by applicable law to be disclosed.

In this Mutual General Release, the following capitalized terms have the following meanings:

“Affiliate” means, in relation to a person or entity, any person, partnership, limited liability company, joint venture, corporation, or other form of enterprise which Controls, is Controlled by, or is under common Control with, such person or entity;

“Control” when used as a verb means (i) when used with respect to an entity, the ability, through one or more intermediaries, to direct or cause the direction of the management and policies of such entity through the legal or beneficial ownership of voting securities or membership interests, the right to appoint managers, directors or corporate officers, rights arising under operating agreements or other contracts, a voting trust or otherwise; and (ii) when used with respect to a person, means the actual or legal ability to control the actions of another, through family relationship, agency, contract or otherwise; and “Control” used as a power means an interest which gives the holder the ability to exercise any of the foregoing powers;

“Employment Agreement” means the Executive Employment Agreement dated December 21, 2005 between Cash and Sonic Corp. (formerly Sonic Environmental Solutions (USA) Inc.) pursuant to which Cash was appointed President of Sonic Corp.;

“Merger Agreement” means the merger agreement dated September 26, 2005 pursuant to which Cash sold his interest in Terra-Kleen Response Group, Inc. to Sonic; and

“Subsidiary” means an entity that is Controlled by another entity.

Cash does hereby remise, release and forever discharge each of Sonic, Sonic Corp., and each of Sonic and Sonic Corp.’s Affiliates, Subsidiaries, directors, officers, shareholders, employees, servants, agents, successors, assigns, heirs, executors, and administrators (hereinafter individually or together referred to as the “Sonic Releasees”) of and from any and all actions, causes of action, claims, suits, accounts, bonds, debts, contracts, demands, damages, interest, costs, expenses and compensation of whatsoever kind and howsoever arising, whether in law or in equity, whether in statute or otherwise (including without limitation under the United States Age Discrimination in Employment Act “ADEA”), whether contractual or extra-contractual, whether known or unknown (each, a “Claim”) which Cash now has or at any time hereafter may have against the Sonic Releasees arising out of the Employment Agreement, or the termination of it, the Merger Agreement (including, without limitation, payment obligations under subsections 3.2 (c), 3.2(d) and 3.2(e) thereof), his service as an officer or director or other involvement with the Sonic Releasees or any cause, matter or thing whatsoever existing or done or omitted to be done by the Sonic Releasees, at any time up to and including the date hereof; provided however, for greater certainty, nothing in the foregoing shall release or discharge Sonic from its obligations under the Plan of Merger Amending Agreement.

In accordance with the Older Workers' Benefit Protection Act of 1990 and the ADEA, Cash is aware of the following: (1) he has the right to consult with an attorney before signing this Agreement (he is advised to consult with an attorney), and to the extent, if any, that Cash has desired, he has done so; (2) he has twenty- one (21) days in which to review and consider this release, and that he may use as

much or as little of this twenty-one (21) day period as he wishes prior to signing; (3) for a period of seven (7) days following the execution of this release, Cash may revoke this release (which includes a release covering any claim he may have under the ADEA) and the release shall not become effective or enforceable until that revocation period has expired without revocation; and (4) this release is not intended to waive any rights or claims with respect to events occurring after the date it is executed. Nothing in this release shall be deemed to preclude Cash from filing an age discrimination charge or claim under the ADEA with the United States Equal Employment Opportunity Commission (“EEOC”), although he may have no right to monetary or other relief or remedy by reason of the claims he has released in this release, or from participating in any investigation or proceeding conducted by the EEOC on any ADEA claim. Also, nothing in this Agreement shall be deemed to preclude Cash from challenging in any court or before any agency the knowing and voluntary nature of the waiver of any ADEA claim.

Each of Sonic and Sonic Corp. do hereby remise, release and forever discharge Cash and his heirs, executors and personal representatives (collectively, the “Cash Releasees”) from all Claims which Sonic and Sonic Corp. now have or hereafter may have against the Cash Releasees, for or by reason of or in any way arising out of the Employment Agreement, the Merger Agreement (other than Part 12 thereof, as amended), Cash’s service as an officer or director or other involvement with Sonic Corp., Sonic and its Subsidiaries, or any cause, matter or thing whatsoever existing, or done or omitted to be done by Sonic Corp., Sonic and its Subsidiaries, at any time up to and including the date hereof; provided however, for greater certainty, nothing in the foregoing shall release or discharge Cash from his obligations under the Plan of Merger Amending Agreement.

It is the intention of the parties in executing this instrument that it shall be effective as a bar to each and every claim, demand and cause of action herein above specified. In the furtherance of this intention, the parties hereby expressly waive any and all rights and benefits conferred upon them by the provisions of section 1542 of the California Civil Code and expressly consent that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, and causes of action, if any. Section 1542 of the California Civil Code provides:

may have by virtue of section 1542 and any similar law of any state or territory of the United States, or federal law.

The provisions of this Mutual General Release shall enure to the benefit of the Sonic Releasees, the Cash Releasees, and the successors and assigns of each the Sonic Releasees and the Cash Releasees and shall be binding upon the heirs, executors, administrators, successors and assigns of each of Sonic, Sonic Corp. and Cash.

This Mutual General shall be governed by, and interpreted and enforced in accordance with, the laws of California and the federal laws of the United States applicable therein.