New
                Orleans Arena

            	 	  Exhibit
              10.13


    

    


    


    


    


    


    


    
      
        

      



    


    SERVICE
      AGREEMENT

    


    BY
      AND BETWEEN

    


    SMG
      AND SUMMIT 

    ENVIRONMENTAL
      

    CORPORATION

    


    DATED:
      September 25, 2005

     

     

    
      
 

    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SERVICE
      AGREEMENT

    


    THIS
      SERVICE AGREEMENT
      (together with the Exhibits attached hereto, the “Agreement”)
      is
      dated as of the 22nd day of September, 2005, by and between SMG, a Pennsylvania
      general partnership (“SMG”),
      and
      Summit Environmental Corporation, whose current address is 133 E. Tyler Street,
      Longview, Texas 75601 Phone 903-758-0551 Fax 903-758-1903 (the “Provider”).

    


    BACKGROUND

    


    Pursuant
      to a certain Management Agreement between the State of Louisiana, through the
      Louisiana Stadium and Exposition District, (the “Owner)
      and
      SMG
      (“Management
      Agreement”),
      SMG
      is the manager of a facility commonly known as the New Orleans Arena (the
“Facility”),
      located adjacent to the Louisiana Superdome at One Sugarbowl Drive, New Orleans,
      LA 70112, which is owned by the Owner. SMG desires to obtain the services of
      an
      independent Provider to perform certain functions relating to the Facility,
      as
      more particularly described below. Provider has the personnel, material,
      equipment, and know-how to perform the types of services desired by SMG, as
      more
      particularly described below. Accordingly,
      SMG desires to obtain those services from Provider, and Provider desires to
      perform those services for SMG, in accordance with the terms and conditions
      set
      forth herein. 

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the mutual promises, covenants, and
      agreements herein contained, the parties hereto, intending to be legally bound,
      hereby agree as follows: 

    


    1. Description
      of Services.
      Provider shall perform the services described on Exhibit
      A
      attached
      hereto, beginning on the date of this Agreement (the “Services”).
      

    


    2. Payment
      for Services.
      In
      consideration of, and as full compensation for, the Services provided hereunder,
      SMG shall pay Provider certain fees and expenses in accordance with the payment
      terms and conditions set forth on Exhibit
      B
      attached
      hereto. 

    


    3. Standard
      of Care.
      Provider shall perform the Services with due care in a manner consistent with
      the standards described in Section 11 hereof and as may be set forth on
Exhibit
      C
      attached
      hereto, as the same may be amended by SMG on thirty (30) days prior written
      notice to Provider, and if no such standards are set forth on Exhibit
      C,
      then in
      a manner provided in Section 11 and to the extent not contrary with Section
      11
      hereof, otherwise consistent with industry standards for the type of services
      provided hereunder. 

    


    4. Term
      of Agreement.
      This
      Agreement will be effective as of the date of this Agreement and will continue
      in effect, unless earlier terminated as set forth in Section 5, until the
      Services are completed in accordance with this Agreement. 

    


    5.
       Default
      and Termination.

    


    (a) Default.
      Provider shall be in default under this Agreement if either of the following
      occur: (i) Provider or any of its officers, directors, employees, or agents
      fails to perform or fulfill any term, covenant, or condition contained in this
      Agreement and Provider fails to cure such default within three (3) business
      days
      after Provider has been served with written notice of such default; or (ii)
      Provider makes a general assignment for the benefit of creditors. SMG shall
      be
      in default under this Agreement if SMG fails to perform or fulfill any term,
      covenant, or condition contained in this Agreement and SMG fails to cure such
      default within three (3) business days after SMG has been served with written
      notice of such default. SMG shall not be deemed to be in default under this
      Agreement if SMG fails to pay any of the fees due hereunder as a result of
      Provider’s default under this Agreement. Nothing herein shall be construed as
      excusing either party from diligently commencing and completing a cure within
      a
      lesser time if reasonably possible. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Termination.
      

    


    (i) Upon
      a
      default pursuant to Section 5(a) hereof, the nonbreaching party may, at its
      option, upon written notice or demand upon the other party, cancel and terminate
      this Agreement. 

    


    (ii) Notwithstanding
      anything to the contrary contained herein, SMG shall have the right to terminate
      this Agreement upon ten (10) days written notice to Provider, in the event
      that
      the Management Agreement terminates for any reason whatsoever. In such event,
      Provider shall be entitled to be paid for its Services rendered hereunder
      through the date of such termination. 

    


    6.
       Insurance.
      

    


    (a)
       Provider
      shall, at its own expense, secure and deliver to SMG not less than thirty (30)
      days prior to the commencement of this Agreement and shall keep in force at
      all
      times during the term of this Agreement: 

    


    (i) a
      commercial general liability insurance policy in form acceptable to SMG covering
      the Services being provided hereunder in an amount not less than Five Million
      Dollars ($5,000,000) for bodily injury and Five Million Dollars ($5,000,000)
      for
      property damage; 

    


    (ii)
       commercial
      automotive bodily injury and property damage insurance in form acceptable to
      SMG
      for business use covering all vehicles operated by Provider, its officers,
      directors, agents, and employees in connection with the Services, whether owned
      by Provider, SMG, or otherwise, with a combined single limit of not less than
      Five Million Dollars ($5,000,000) (including
      an extension of hired and non-owned coverage); [and] 

    


    (iii)
       applicable
      workers compensation insurance for Provider’s employees, as required by
      applicable law; and

    


    (iv) professional
      liability insurance with coverage of at least Five Million Dollars
      ($5,000,000.00) for claims of negligent errors, acts or omissions by Provider.
      

    


    (b)
       The
      following shall apply to the insurance policies described in clauses (i) and
      (ii) above: 

    


    
      
        
        

      

      
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    (i) SMG
      and
      Owner shall be named as additional insureds thereunder. Not less than thirty
      (30) days prior to the commencement of this Agreement, Provider shall deliver
      to
      SMG certificates of insurance evidencing the existence thereof, all in such
      form
      as SMG may reasonably require. Each such policy or certificate shall contain
      a
      valid provision or endorsement stating, “This policy will not be canceled or
      materially changed or altered without first giving thirty (30) days’ written
      notice thereof to each of SMG, Risk Management Director, 701 Market Street,
      4th
      Floor,
      Philadelphia, PA, 19106, and P.O. Box 5169, Baton Rouge, LA 70821.” If any of
      the insurance policies covered by the foregoing certificates of insurance will
      expire prior to the expiration of this Agreement, Provider shall deliver to
      SMG
      at least twenty (20) days prior to such expiration a certificate of insurance
      evidencing the renewal of such policy or policies.

    


    (ii) The
      coverage provided under such policies shall be occurrence-based, not claims
      made.

    


    (iii) The
      coverage limits on such policies shall be on a per-occurrence basis and, to
      the
      extent that the coverage under any such policy contains an aggregate limit,
      the
      amount of such aggregate limit shall be at least twice the coverage limit
      provided on a per-occurrence basis under the same policy. In the event any
      such
      policy contains an aggregate limit, Provider shall be required to notify SMG
      immediately, in accordance with the notice provisions of this Agreement, of
      the
      existence of (1) any outstanding claims having an alleged value and, if
      applicable, any accrued, outstanding defense costs related thereto, which
      individually or in the aggregate equal or exceed twenty-five percent (25%)
      of
      the aggregate limit of such policy, and (2) any claims and defense costs related
      thereto that have been paid out under any such policy, where such payments
      in
      the aggregate equal or exceed twenty-five percent (25%) of the aggregate limit
      under such policy. In either event described in clause (1) or (2) above,
      Provider shall purchase, and shall promptly notify SMG no later than
      contemporaneously with the delivery of the above notice that Provider has
      purchased, additional insurance to restore the aggregate amount of coverage
      originally provided thereunder, and Provider shall deliver to SMG,
      contemporaneously with the delivery of the above notice, a certificate of
      insurance (which satisfies the requirements of this Section 6), evidencing
      the
      maintenance of such additional insurance. Should Provider fail to obtain such
      additional coverage and to provide evidence thereof to SMG, SMG shall have
      the
      right, at its sole option, to terminate this Agreement immediately or at such
      other time as SMG may specify.

    


    (iv) Provider
      hereby acknowledges that the coverage limits contained in any policy, whether
      such limits are per occurrence or in the aggregate, shall in no way limit the
      liabilities or obligations of Provider under this Agreement, including, without
      limitation, Provider’s indemnification obligations under Section 7
      below.

    


    (c)
       The
      terms
      of all insurance policies referred to in this Section 6 shall preclude
      subrogation claims against SMG and Owner and their respective officers,
      directors, employees, and agents. 

    


    7.
       Indemnification.

    


    (a) Provider
      shall indemnify, defend, and hold harmless SMG, Owner, and their respective
      officers, directors, agents, and employees from and against any and all losses,
      liabilities, claims, damages, and expenses (including reasonable costs of
      investigation and attorneys’ fees) (collectively, the “Losses”)
      arising from (i) Provider’s failure to comply with any and all federal, state,
      foreign, local, and municipal regulations, ordinances, statutes, rules, laws,
      and constitutional provisions (collectively, the “Laws”)
      applicable to Provider’s performance of this Agreement, (ii) any unlawful acts
      on the part of Provider or its officers, directors, agents, employees, or
      subProviders, (iii) personal or bodily injury to or death of persons or damage
      to the property of SMG or Owner to the extent caused by the negligent acts,
      errors, and/or omissions or the willful misconduct of Provider or its officers,
      directors, agents, employees, or subProviders, or (iv) the material breach
      or
      default by Provider or its officers, directors, agents, employees, or
      subProviders of any provisions of this Agreement.

    


    
      
        
        

      

      
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    (b) The
      provisions set forth in subparagraph (a) above shall survive the termination
      of
      this Agreement. 

    


    8.
       Taxes.
      Each
      party agrees to report and pay its own taxes imposed on its income by any
      jurisdiction, including, without limitation, state and federal income
      taxes.

    


    9.
       Review
      and Audit Privileges.
      Provider shall keep and preserve, during the term of this Agreement and for
      at
      least three (3) years following the expiration or termination of this Agreement,
      full and accurate books and records (collectively, the “Records”)
      relating to the Services it provides to SMG hereunder. Provider shall give
      SMG
      and its designated representatives (which representatives may include, without
      limitation, independent auditors) access to the Records during such period
      of
      time to review and/or audit the Records, from time to time, upon request.
      Provider shall also provide, at Provider’s own expense, copies of all or a
      portion of the Records when so requested by SMG. In the event any audit
      conducted by an independent auditor demonstrates a variance of more than five
      percent (5%) on an annual basis in the amount determined by such auditor to
      be
      payable to Provider for any of the Services hereunder and the amount actually
      paid to Provider for such Services, Provider shall pay to SMG the reasonable
      cost of such audit. In any event, Provider shall promptly pay to SMG the amount
      of any such variance which results in an overpayment by SMG to
      Provider.

    


    10.
       Representations
      and Warranties.
      Provider hereby represents and warrants as follows:

    


    (a)
       Provider
      has the full power and authority to enter into this Agreement and perform each
      of its obligations hereunder.

    


    (b)
       Provider
      is legally authorized and has obtained all necessary regulatory approvals for
      the execution, delivery, and performance of this Agreement.

    


    (c)
       No
      litigation or pending or threatened claims of litigation exist which do or
      might
      adversely affect Provider’s ability to fully perform its obligations hereunder
      or the rights granted by Provider to SMG under this Agreement. 

    


    (d) Provider
      is a GSA approved company. 

    


    11.
       Covenants.
      Provider hereby covenants as follows:

    


    
      
        
        

      

      
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    (a) Provider
      shall not occupy or use the Facility, nor shall interfere with the activities
      of
      the Facility, except as is reasonably necessary to perform the Services
      hereunder. 

    


    (b) Provider
      shall not cause or permit any Hazardous Material to be used, stored, or
      generated on, or transported to and from the Facility, except with respect
      to
      such Hazardous Material as may currently exist at the Facility as a result
      of
      floodwaters resulting from Hurricane Katrina.. “Hazardous
      Material”
shall
      mean, without limitation, those substances included within the definitions
      of
“hazardous substances”, “hazardous materials”, “toxic substances”, or “solid
      waste” in any Environmental Law, as defined herein. 

    


    (1)
      Because of potential contamination as a result of the aforesaid floodwaters,
      Provider shall ensure that any of its workers are adequately protected from
      exposure to any Hazardous Material by utilizing appropriate protective equipment
      required under the Occupational Safety and Health Act’s regulatory requirements
      set forth at 29 CFR Subpart (Personal Protective Equipment);

    


    (2)
      At
      all times material hereto, Provider shall handle, treat, store, and dispose
      any
      Hazardous Material in conformance with all applicable Environmental Laws, as
      herein defined.

    


    (3)
      Provider shall also comply with any directives, orders, policies and/or guidance
      issued by any Government Authority (as herein defined) with respect to
      environmental conditions associated with the floodwaters from Hurricane Katrina,
      and shall revise any of its safety and environmental protocols under any
      Environmental Law as a result thereof.

    


    (4)
      For
      purposes of this Agreement, the following definitions shall apply:

    


    (A)
      “Environmental
      Laws”
shall
      mean any and all existing or future federal, state and local statutes,
      ordinances, regulations, rules, executive orders, standards and requirements,
      including the requirements imposed by common law, concerning or relating to
      industrial hygiene and the protection of health and the environment including,
      without limitation: (i) the Comprehensive Environmental Response, Compensation
      and Liability act of 1980, as amended, 42 U.S.C. §9601 et seq. (“CERCLA”);
      (ii)
      the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. §6901
      et. seq. (“RCRA”);
      (iii)
      the Clean Air Act, as amended, 42 U.S.C. §7901 et seq.; (iv) the Clean Water
      Act, as amended, 33 U.S.C. §1251 et seq.; (v) the Hazardous Materials
      Transportation Act, as amended, 49 U.S.C. §1801 et seq.; (vi) the Toxic
      Substance Control Act, 15 U.S.C. §2601 et seq., as amended (“TSCA”;
      and
      (vii) the Occupational Safety and Health Act of 1970 (“OSHA”)).
      Any
      terms mentioned herein which are defined in any applicable Environmental Law
      shall have the meanings ascribed to such terms in said laws; provided, however,
      that if any of such laws are amended so as to broaden any term defined therein,
      such broader meaning shall apply subsequent to the effective date of such
      amendment.

    


    (B)
      "Governmental
      Authority"
      shall
      mean any nation or government, any state, local or municipal authority or any
      political subdivision thereof, and any entity exercising executive, legislative,
      judicial, regulatory or administrative function of or pertaining to any of
      the
      foregoing, and any corporation or other entity owned or controlled by any of
      the
      foregoing. 

    


    
      
        
        

      

      
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    (c) Provider
      shall not make any alterations or improvements to the Facility without the
      prior
      written consent of SMG. 

    


    (d) Provider
      shall not operate any equipment or materials belonging to SMG without the prior
      written approval of SMG.

    


    (e) No
      portion of any passageway or exit at the Facility shall be blocked or obstructed
      in any manner whatsoever, and no exit door or any exit shall be locked, blocked,
      or bolted while the Facility is in use. Moreover, all designated exitways shall
      be maintained in such manner as to be visible at all times.

    


    (f) To
      the
      extent applicable to the Services hereunder, Provider shall make all efforts
      to
      protect the purchasing, storage, usage, preparation and/or serving of any items
      which comprise or included in the Services, and to protect the provision of
      any
      of the Services hereunder, from adulteration or contamination, whether from
      terrorist acts or otherwise. SMG will cooperate with Provider in connection
      with
      the foregoing. Provider shall immediately notify SMG of the occurrence of any
      such adulteration or contamination and of the steps taken and to be taken by
      Provider to control the spread of, and to eliminate, such adulteration or
      contamination. Provider shall be responsible for reimbursing SMG and the Owner
      for the costs, expenses and liabilities incurred by SMG and the Owner arising
      as
      a result of such adulteration or contamination.

    


    12.
       Construction
      of this Agreement.

    


    (f)
       Choice
      of Law.
      This
      Agreement shall be deemed to be made, governed by, and construed in accordance
      with the laws of Louisiana, without giving effect to the conflicts of law
      principles thereof.

    


    (g)
       Paragraph
      Headings.
      The
      paragraph headings are inserted herein only as a matter of convenience and
      for
      reference and in no way are intended to be a part of this Agreement or to
      define, limit, or describe the scope or intent of this Agreement or the
      particular paragraphs hereof to which they refer.

    


    (h)
       Entire
      Agreement; Amendments.
      This
      Agreement (including all Exhibits and other documents and matters annexed hereto
      or made a part hereof by reference) contains all of the covenants, agreements,
      terms, provisions, and conditions relating to the rights and obligations of
      SMG
      and Provider with respect to the Facility. No alterations, amendments, or
      modifications hereof shall be valid unless executed by an instrument in writing
      by the parties hereto.

    


    (i)
       Severability.
      If any
      provision or a portion of any provision of this Agreement is held to be
      unenforceable or invalid by a court of competent jurisdiction, the validity
      and
      enforceability of the enforceable portion of any such provision and/or the
      remaining provisions shall not be affected thereby.

    


    
      
        
        

      

      
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    (j)
       Successors.
      This
      Agreement shall be binding upon, and shall inure to, the benefit of the
      successors and assigns of SMG, and to such successors and assigns of Provider
      as
      are permitted to succeed to the Provider’s right upon and subject to the terms
      hereof.

    


    (k)
       Independent
      Provider; No Partnership.
      SMG and
      Provider shall each be and remain an independent Provider with respect to all
      rights and obligations arising under this Agreement. Nothing herein contained
      shall make, or be construed to make, SMG or Provider a partner of one another,
      nor shall this Agreement be construed to create a partnership or joint venture
      between and of the parties hereto or referred to herein.

    


    (l)
       Singular
      and Plural.
      Whenever the context shall so require, the singular shall include the plural,
      and the plural shall include the singular. 

    


    13. Miscellaneous.
      

    


    (a) Waiver.
      The
      failure of any party to enforce any of the provisions of this Agreement, or
      any
      rights with respect hereto, or the failure to exercise any election provided
      for
      herein, will in no way be considered a waiver of such provisions, rights, or
      elections, or in any way affect the validity of this Agreement. The failure
      of
      any party to enforce any of such provisions, rights, or elections will not
      prejudice such party from later enforcing or exercising the same or any other
      provisions, rights, or elections which it may have under this
      Agreement.

    


    (b) Assignment.
      Neither
      this Agreement nor any of the rights or obligations hereunder may be assigned
      or
      transferred in any manner whatsoever by Provider without the prior written
      consent of SMG. SMG shall be entitled to assign its rights and obligations
      hereunder to Owner or to any other management company retained by Owner to
      manage the Facility, and in such event, SMG shall have no further liability
      to
      Provider hereunder for the performance of any obligations or duties arising
      after the date of such assignment.

    


    (c) Notices.
      Any
      notice, consent, or other communication given pursuant to this Agreement shall
      be in writing and shall be effective either (i) when delivered personally to
      the
      party for whom intended, (ii) upon delivery by an overnight courier service
      that
      is generally recognized as reliable, and the written records maintained by
      the
      courier shall be prima facie evidence of delivery, or (iii) on delivery (or
      attempted delivery) by certified or registered mail, return receipt requested,
      postage prepaid, as of the date shown by the return receipt; in any case
      addressed to such party as set forth below or as a party may designate by
      written notice given to the other party in accordance herewith.

    


    
      	
              If
                to SMG:

            	
              SMG

            
	 	
              P.O.
                Box 5169

            
	 	
              Baton
                Rouge, LA 70821

            
	 	
              Attention:
                General Manager of Louisiana Superdome

            
	 	 
	
              with
                a copy to:

            	
              SMG

            
	 	
              275
                S. River Road

            
	 	
              Baton
                Rouge, LA 70802

            
	 	
              Attention:
                General Manager of Louisiana Superdome

            
	 	 
	
              If
                to Provider:

            	
              Summit
                Environmental Corp.

            
	
               

            	
              
                133
                  E Tyler Street

              

            
	
            	
              Longview,
                TX 75601

            
	
            	
              Attention:
                Keith Parker

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (d) Cooperation/Mediation.

    


    (i) The
      parties desire to cooperate with each other in the performance of their
      respective duties pursuant to the terms of this Agreement . In keeping with
      this
      cooperative spirit and intent, any dispute arising hereunder will first be
      referred to the parties’ respective agents or representatives prior to either
      party initiating a legal suit, who will endeavor in good faith to resolve any
      such disputes within the limits of their authority and within ten (10) days
      after the commencement of such discussions. If and only if any dispute remains
      unresolved after the parties have followed the dispute resolution procedure
      set
      forth above and if the parties mutually agree to submit such dispute to
      mediation, then the matter will be resolved pursuant to Section 13(d)(ii) and
      (iii) below; otherwise, either party can initiate litigation or terminate this
      Agreement as provided in Section 5 hereof.

    


    (ii) If
      any
      dispute between the parties has not been resolved pursuant to Section 13(d)(i)
      above, the parties will endeavor to settle the dispute by mediation under the
      then current Center for Public Resources (“CPR”)
      model
      procedure for mediation of business disputes or, if such model procedure no
      longer exists, some other mutually agreeable procedure. Within ten (10) business
      days from the date that the parties cease direct negotiations pursuant to
      Section 13(d)(i) above, SMG shall select a neutral third party mediator, who
      shall be subject to the reasonable approval of Provider. Each party will bear
      its own cost of mediation; provided,
      however,
      the
      cost charged by any independent third party mediator will be borne equally
      by
      the parties. 

    


    (iii) The
      parties agree that any mediation proceeding (as well as any discussion pursuant
      to Section 13(d)(i) above) will constitute settlement negotiations for purposes
      of the federal and state rules of evidence and will be treated as
      non-discoverable, confidential, and privileged communication by the parties
      and
      the mediator. No stenographic, visual, or audio record will be made of any
      mediation proceedings or such discussions. All conduct, statements, promises,
      offers, and opinions made in the course of the mediation or such discussion
      by
      any party, its agents, employees, representatives, or other invitees and by
      the
      mediator will not be discoverable nor admissible for any purposes in any
      litigation or other proceeding involving the parties and will not be disclosed
      to any third party. 

    


    (iv) The
      parties’ efforts to reach a settlement of any dispute will continue until the
      conclusion of the mediation proceeding. The mediation proceeding will be
      concluded when: (i) a written settlement agreement is executed by the parties;
      (ii) the mediator concludes and informs the parties in writing that further
      efforts to mediate the dispute would not be useful; or (iii) the parties agree
      in writing that an impasse has been reached. Notwithstanding the foregoing,
      either party may withdraw from the mediation proceeding without liability
      therefor in the event such proceeding continues for more than forty-five (45)
      days from the commencement of such proceeding. For purposes of the preceding
      sentence, the proceeding will be deemed to have commenced following the
      completion of the selection of a mediator as provided in Section 13(d)(ii).
      

    


    
      
        
        

      

      
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    (v) If
      any
      dispute has not been resolved pursuant to the foregoing, either party can
      initiate litigation and/or terminate this Agreement as provided in Section
      5
      herein. The procedure specified in this Section 13(d) shall be the sole and
      exclusive procedures for the resolution of disputes between the parties arising
      out of or relating to this Agreement; provided,
      however,
      that a
      party, without prejudice to the above procedures, may file a complaint to seek
      a
      preliminary injunction or other provisional judicial relief, if in its sole
      discretion such action is necessary to avoid irreparable damage or to preserve
      the status quo. Despite such action, the parties will continue to participate
      in
      good faith in the procedures specified in this Section 13(d). 

    


    (vi) All
      applicable statutes of limitation and defenses based upon the passage of time
      shall be tolled while the procedures specified in this Section 13(d) are
      pending. The parties will take such action, if any, required to effectuate
      such
      tolling. Each party shall be required to perform its obligations under this
      Agreement pending final resolution of any dispute arising out of or relating
      to
      this Agreement, unless to do so would be impossible or impracticable under
      the
      circumstances. 

    


    (e) Force
      Majeure.
      If any
      casualty or unforeseeable cause beyond the control of SMG and the Owner,
      including, without limitation, acts of God, fires, floods, epidemics, quarantine
      restrictions, terrorist acts, strikes, failure of public utilities, or unusually
      severe weather, prevents the performance of this Agreement by SMG and Owner,
      SMG
      is hereby released by Provider from any damage so caused thereby.

    


    (f)
       Property
      of SMG.
      To the
      extent that any materials are developed or prepared by Provider in connection
      with the performance of its obligations hereunder, then such materials shall
      be
      deemed to be a part of this Agreement and shall be and remain the property
      of
      SMG at all times, notwithstanding the expiration or termination of this
      Agreement at any time for any reason.

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
      as
      of the day and year first written above.

    


    
      	
              SMG

            	
              Summit
                Environmental Corporation, Inc.

            
	 	 
	
              By:
                /s/ Glenn Menaro

            	
              By:
                /s/ Keith Parker

            
	 	 
	
              Name:
                Glenn Menaro

            	
              Name:
                Keith Parker

            
	 	 
	
              Title:
                GM Superdome/Arena

            	
              Title:
                CEO

            


    

     

    
      
        
        

      

      
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    EXHIBIT
      A TO SERVICE AGREEMENT

    


    NEW
      ORLEANS ARENA

    


    SERVICES

    


    


    


    The
      Services shall consist of removal and proper disposal of Biological wastes
      including blood, human excrement, used medical supplies and other trash in
      the
      New Orleans Arena, as well as a general cleaning of the exterior parking lot
      #4.
      The work shall consist of furnishing all required supervision, labor, materials,
      tools, fueled and operated equipment, permits, insurance and taxes, unless
      otherwise specified herein for completion of the work as detailed and
      noted.

    


    Caveat.
      In
      general the work includes, but is not limited to, the following items of work.
      Similar items, in addition to those hereinafter listed, may also be part of
      the
      work and it is the Provider’s responsibility to provide their own estimates for
      bidding purposes.

    


    The
      cleaning process shall include removal of all trash and biological wastes from
      all areas of the Arena including bathrooms and shower rooms. Biological wastes
      including blood, human excrement, used medical supplies and medical sharps
      were
      observed at various locations within the facility. All medical wastes will
      be
      properly bagged and disposed of in accordance with applicable laws and
      regulations. 

    


    In
      addition, visible mold growth is present on the surfaces of furniture in many
      areas of the facility and the Provider will be responsible for protecting their
      personnel from mold hazards during the performance of the work
      scope.

    


    The
      Provider shall provide all necessary facilities for its personnel during the
      execution of the work. This includes all utilities, such as electrical power,
      water.

    


    
      
        
        

      

      
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    EXHIBIT
      B TO SERVICE AGREEMENT

    


    NEW
      ORLEANS ARENA

    


    FEES

    This
      work
      shall be performed on a reimbursable Time & Material basis with the Provider
      being compensated based on daily time sheets and equipment operating logs.
      All
      daily time sheets and equipment operating logs must be approved daily by the
      onsite SMG representative in order for the Provider to be compensated.
      Compensation rates shall be in accordance with GSA Schedule 426-4F and Schedule
      73 507 99. Ancillary equipment and material not covered above shall be billed
      at
      market in accordance with GSA requirements.

    


    The
      anticipated cost for these services will be approximately $100,000. Should
      this
      figure be reached, both parties shall agree on additional services and an
      approximate cost. 

    


    Provider
      shall be responsible to assure adherence to all Health and Safety rules and
      regulations in accordance with local, state and Federal requirements in
      connection with the Services. The Provider shall provide a designated health
      and
      safety person to be on site at all times during the execution of this work
      and
      shall prepare and administer under the direction of a Certified Industrial
      Hygienist (CIH) a site specific health and safety program for the
      cleanup.

    


    
      
        
        

      

      
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    EXHIBIT
      C TO SERVICE AGREEMENT

    


    NEW
      ORLEANS ARENA

    


    STANDARD
      OF CARE

    


    Disposal
      of the removed material shall be in accordance with all applicable state, local
      and Federal laws, rules, regulations and requirements.

    


    Provider
      shall comply with all requirements of the OSHA Bloodborne Pathogen Standard
      (i.e. 29CFR1910.1030). This will entail the completion of a written Exposure
      Control Plan; following universal precautions and providing the appropriate
      vaccinations to the personnel with potential exposure to these materials.


     

     

     

     

     

    
      
        
        

      

      
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