<PAGE>


EXHIBIT 10.11

                       AMERICAN ENVIRONMENTAL ENERGY, INC.
                        650 Town Center Drive, Suite 860
                          Costa Mesa, California 92626

Mr. William Karambelas

         Re: Advisory Board Membership

Dear Mr. Karambelas:

         Thank you for agreeing to be an Advisory Board member of American
Environmental Energy, Inc., a Nevada corporation (the "Company"). We are looking
forward to tapping your expertise as we grow and, hopefully, bring substantial
value to our investors.

         This letter will confirm the understanding and agreement (the
"Agreement") between you and the Company with respect to your appointment.

1. ENGAGEMENT. The Company hereby appoints you to its Advisory Board to serve as
a consultant to the Company effective as of the date you sign this letter below
(the "Appointment Date") and continuing indefinitely, unless terminated at any
time by you or the Company in accordance with Section 5 below.

2. ADVISORY ROLE AND RESPONSIBILITIES. You will be available up to 20 hours per
month by phone and for occasional in person meetings with the Company's Board of
Directors and executive officers to provide strategic consulting services as
requested by the Company's Board of Directors or Chief Executive Offer to advise
the Company's executive team on strategic matters including the matters in the
following list, and such other matters as the CEO may reasonably request,
verbally or in writing:

      a.    Assisting management in the preparation of business plans,
            strategies and other operational matters;

      b.    Facilitating introductions between the Company and potential
            customers and investors and meeting with prospective investors to
            negotiate Terms and Conditions of investments;

      c.    Providing your opinion to assist the Company in identifying and
            recruiting potential sales, technical, marketing, strategic and
            other partners or individuals;

      d.    Apprising the Company of technological, competitive and other
            changes and developments that you may from time to time become aware
            of and that do not conflict with any other existing role or
            obligations you may have; and e. Contributing in other advisory
            roles as deemed appropriate.


<PAGE>

3. COMPENSATION. In consideration for the services to be rendered by you as an
Advisory Board member you will be compensated as follows

      a.    STOCK OPTIONS. Pending board approval, you will be granted an option
            to purchase 60,000 shares of the Company's Common Stock. The
            exercise price of the option shall be the fair market value of the
            Common Stock as determined by the Board of Directors on the date of
            grant. The option shall vest quarterly over three years starting
            from the Appointment Date; provided that upon a change of control of
            the Company due to an acquisition vesting shall accelerate in full.
            Any vested options shall remain exercisable for a period of 12
            months after termination of this Agreement. Any unvested options
            shall be forfeited upon termination of this Agreement.

4. EXPENSES. The Company shall reimburse you, on a monthly basis, for all usual,
reasonable and necessary expenses paid or incurred by you in connection with, or
related to, the performance of your services under this Agreement, subject to
pre-approval of the expenses by the Company and satisfactory receipt by the
Company of appropriate documentary proof of all expenditures for which
reimbursement is sought and the approval thereof by the Company.

5. TERMINATION. You or the Company may terminate this Agreement and your
engagement at any time upon written notice (including e-mail notice) to the
other party (with such termination being effective when the writing is sent)
provided that the provisions of Sections 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall
survive any such termination. In the event of a termination, you shall be
entitled to payment of pre-approved expenses paid or incurred prior to the
effective date of termination, within 10 business days, upon satisfactory
receipt by the Company of appropriate documentary proof of such expenditures.
The foregoing shall constitute full settlement of any and all claims you have
against the Company.

6. CONFIDENTIALITY. In the course of your appointment, one party (the
"Disclosing Party") could convey information to the other (the "Receiving
Party") that it deems confidential ("Confidential Information"). A Receiving
Party shall protect the Disclosing Party's Confidential Information by using at
least the same degree of care, but no less than reasonable care, to prevent the
unauthorized use, disclosure or publication of the Confidential Information as
the Receiving Party uses to protect its own Confidential Information of like
nature. No license or other rights with respect to the Confidential Information
is hereby granted or intended. The Receiving Party shall not, and shall not
enable or allow any third party to, reverse-engineer, decompile, or disassemble
any software disclosed by the Disclosing Party and shall not remove, overprint
or deface any notice of copyright, trademark, logo, legend, or other notices of
ownership from any originals or copies of Confidential Information it obtains
from the Disclosing Party. The obligation to maintain Confidential Information
as confidential under this Agreement shall continue in effect for the term of
this Agreement and shall extend for such time until as the information in
question no longer constitutes Confidential Information.

7. NON-SOLICITATION. During the term of your appointment, you shall not directly
solicit for employment any employee of Company with whom you have had contact
due to your appointment.

8. INDEMNIFICATION. The Company shall indemnify you, defend you, and hold you
harmless from and against any and all expenses (including, without limitation,
expenses of investigation and preparation and reasonable fees and disbursements
of your counsel, accountants or other experts), losses, claims, demands,
liabilities, damages, judgments, settlements, fines and penalties, by reason of,
relating to, or arising from your services rendered to the Company under this
Agreement, unless you have acted outside the framework of your appointment.


<PAGE>

9. INDEPENDENT CONTRACTORS. Your relationship to the Company is that of an
independent contractor, and nothing in this Agreement will be deemed to
establish any other relationship between you and the Company, such as
employer-employee, principal-agent, partners or joint ventures. The Company
shall have no control over the means or manner of performance by you of your
obligations under this Agreement. Unless expressly authorized in writing by the
Company, you shall not contract for or incur any obligations in the name of, or
for the account of, the Company, accept payment from any party of any obligation
due the Company, or make any representation, guaranty or other agreement
relating to the business of the Company.

10. GOVERNING LAW, ENTIRE AGREEMENT AND AMENDMENTS. This Agreement shall be
construed, interpreted and enforced in accordance with the laws of the State of
California. With respect to the subject matter hereof, this is the entire
agreement between the parties and this Agreement supersedes all prior
communications between the parties, whether written or oral. This Agreement may
be amended or modified only by a written instrument executed by both you and the
Company.

11. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and inure to
the benefit of, both parties and their respective successors and assigns,
including any corporation or other entity with which, or into which, the Company
may be merged or which may succeed to its assets or business, provided, however,
that your obligations are personal and shall not be assigned by you.

12. WAIVER. No delay or omission by the Company in exercising any right under
this Agreement shall operate as a waiver of that or any other right. A waiver or
consent given by the Company on any one occasion shall be effective only in that
instance and shall not be construed as a bar or waiver of any right on any other
occasion.

13. SEVERABILITY. In the event that any provision of this Agreement or any
portion thereof shall be invalid, illegal or otherwise unenforceable, the
validity, legality and enforceability of the remaining provisions or any portion
thereof shall in no way be affected or impaired thereby.


    We are delighted to offer you this appointment and look forward to working
with you. Please confirm that the foregoing correctly sets forth our agreement
by signing in the space provided below and returning the original to the
Company, whereupon this letter shall constitute a binding agreement as of the
date of your signature.

                                             Very truly yours,

                                             AMERICAN ENVIRONMENTAL ENERGY, INC.

                                             By: /s/ B.A. BREWER
                                                 -------------------------
                                                 Brent Brewer, CEO

ACCEPTED AND AGREED TO
AS OF THE DATE BELOW:


/S/ WILLIAM KARAMBELAS
-----------------------------

Date: October 21, 2008