**FULLER,
        TUBB, POMEROY & STOKES**
 A
        PROFESSIONAL CORPORATION
 ATTORNEYS
        AT LAW
 201
        ROBERT S. KERR AVENUE, SUITE 1000
 OKLAHOMA
        CITY, OK 73102
 G.
                  M. FULLER(1920-1999)
              TELEPHONE
                  405-235-2575JERRY
                  TUBB
              FACSIMILE
                  405-232-8384DAVID
                  POMEROYTERRY
                  STOKES_____OF
                  COUNSEL:
              THOMAS
                  J. KENAN E-MAIL:MICHAEL
                  A. BICKFORD
              kenan@ftpslaw.comTHOMAS
                  J. KENAN
 
 December
        1, 1999
  VIA
        FAX 414-571-6231
 
 
 Mohsen
        C.
        Amiran, President
 BioGenesis
        Enterprises, Inc.
 610
        West
        Rawson Avenue
 Oak
        Creek, WI 53154
 
 Dear
        Dr.
        Amiran:
 
 I
        represent Summit Environmental Corporation, Inc.
 
 With
        reference to the July 29, 1999 Amendment Six to Letter of Intent between
        BioGenesis and Summit Technologies; Keith Parker’s letter to you of November 30,
        1999 enclosing a check in the amount of $100,000; and the letter to Summit
        of
        November 30, 1999, sent by Turner, Jones & Associates, p.c., please be
        advised as follows:
 
 The
        proposal set forth by Mr. Rexroad contemplates the issuance to BioGenesis
        of
        875,000 “unrestricted and freely marketable” shares of Summit common stock. This
        cannot be done without registering the shares with the U.S. Securities and
        Exchange Commission, and such registration could not be completed by year
        end.
        Mr. Rexroad perhaps assumed that Keith Parker could provide these shares
        from
        those that he owns. But transfers for value by an affiliate, such as Mr.
        Parker,
        directly to another person and not through the impersonal mechanism of Rule
        144
        result in the transferee’s receiving restricted securities - even if the
        securities are unrestricted in the hands of the
        affiliate-transferor.
 
 Summit
        is
        willing to accept this counter-offer provided (1) the 875,000 shares will
        be
        restricted securities and will be delivered three business days after we
        reach
        an agreement, and (2) the additional $100,000 will be sent to BioGenesis
        by
        FedEx the day we reach an agreement.
 
 Exhibit
            10.11
 BioGenesis
        will be obtaining shares of Summit common stock at a 20 percent discount
        from
        the price Summit is receiving in its private placement and a discount of
        approximately 47 percent from the $0.75 price Summit’s stock is trading at
        today. Summit certainly agrees that BioGenesis is entitled to this compensation
        for the delays in receiving Summit’s payment.
 
 The
        option to repurchase the shares at $0.45 or $0.50 described in Mr. Rexroad’s
        letter is acceptable.
 
 Please
        sign below if the above is an acceptable resolution of this matter.
 
 Sincerely,*/s/
                  Thomas J. Kenan*Thomas
                  J. Kenan*e-mail:**kenan@ftpslaw.com*
 TJK:sa
 
 cc:  B.
        Keith
        Parker
 
 ACCEPTED:
        December __, 1999
 
 BIOGENESIS
        ENTERPRISES, INC.
 
 */s/
        Mohsen C. Amiran*
 By
 Mohsen
        C.
        Amiran, President
 
 Gentlemen:
        Summit will agree to file a registration statement with the SEC on or before
        January 31, 2000 for the purpose of registering for resale the 875,000 shares
        described above. Please advise if we have an agreement by signing above and
        below. Regards, Thomas J. Kenan
 
 BIOGENESIS
        ENTERPRISES, INC.,
 
 */s/
        Mohsen C. Amiran*
 
 By
 Mohsen
        C.
        Amiran, President
  Exhibit
            10.11