Marketing and Sales Agreement	
              September
                1, 2004

            
	
              Summit
                Environmental Corp., Inc. & VASA, Ltd, Inc.

            	
              Page
                1 of
                5

            


    

    


    DISTRIBUTION
      AND SALES AGREEMENT

    (Summit
      - VASA, Ltd.)

    


    This
      agreement (the “Agreement”) is entered into effective September 1, 2004, by and
      between Summit Environmental Corporation, Inc. (“Summit”), a Texas corporation,
      and VASA Enterprise Company, Ltd. hereinafter referred to as
      (“VASA”).

    


    In
      consideration of the representations, promises and undertakings set forth below,
      the parties agree as follows:

    


    
      	
              1.

            	
              Representations
                by Summit.
                Summit Represents to VASA as
                follows:

            


    

    


    
      	 	
              1.1

            	
              Summit
                either manufactures or has other companies manufacture for it certain
                products listed on Exhibit 1 attached hereto (the “Products”). Summit has
                the exclusive right to manufacture and market each of the Products
                in any
                territory or industry world wide due to Summit’s ownership of the patents
                and/or patent rights of Surfactant Blend A - FlameOut®, FlameOut® Foam,
                (previously Surfactant Blend A-ColdFire
                302).

            


    

    


    
      	 	
              1.2

            	
              Summit
                enters into marketing agreements with companies to market the Products
                in
                specific areas of the world. Based upon the representations and covenants
                of VASA below, Summit is willing to assign VASA the marketing rights
                named
                herein on the terms set forth below.

            


      	 	 	 


      	 	1.3	
              Summit
                agrees to not unreasonably deny VASA their request to amend the Exhibit
                2
                enabling VASA to expand its exclusive marketing and distribution
                network
                into others marketing areas; as they become known, provided that
                Summit
                has not already established a distribution network in said specific
                market.

            


      	 	 	 


      	 	
              1.4

            	
              Summit
                shall extend to VASA the rights to include FlameOut® or FlameOut® Foam in
                fire extinguishing units manufactured by entities other than VASA
                but with
                the sole approval authority remaining with Summit. These systems
                shall
                include those already designed for residential-commercial use or
                those yet
                to be manufactured which would include FlameOut®. This provision shall
                include FlameOut® contained in sealed containers or existing FlameOut®
                containers.

            


    

    
      


      
        	2.	
                 Representations
                  by VASA.
                  VASA represents to Summit as
                  follows:

              


      

      

        
          	 	
                  2.1

                	
                  VASA
                    is a marketing entity which has a manufacturers representation
                    presence,
                    specifically the country of Taiwan.

                


        

        
          	 	 	 


        

         

         

        
          
             

          

          
             

            
              

            

          

          
             

          

          
             

            
              	Marketing and Sales Agreement	
                      September
                        1, 2004

                    
	
                      Summit
                        Environmental Corp., Inc. & VASA, Ltd, Inc.

                    	
                      Page
                        2 of
                        5

                    


            

             

          

           

        

        
          	 	
                  2.2

                	
                  VASA
                    is an experienced marketer and product supplier to the industry
                    or market
                    herein mentioned. It has the contacts and sales representatives
                    needed to
                    market the products in the territories or industries described
                    herein.
                    Further, VASA possesses the contacts and representation to service
                    the
                    accounts established by sales resulting from this
                    agreement.

                


        

         

      

    

    
      	
              3.

            	
              Appointment
                of VASA as Marketing, Sales Representative for Summit.
                Summit authorizes VASA to market the Products along with the use
                of its
                trademarks and trade names so long as Summit is acknowledged in
                conjunction with said usage in specific geographic areas (the “Territories”)
                or industries (the “Industries”)
                described in Exhibit 2 attached hereto. VASA will use its best efforts
                to
                research, develop, test, and evaluate the Products and their potential
                in
                the Territories and Industries. VASA may market the Products themselves
                or
                designate sub-marketers with in the Territories and
                Industries.

            


      	 	 


      	4.	VASA Obligations.
              VASA covenants to do the
              following:


    

     

    
      	 	
              4.1

            	
              Identify
                the Territory or Industry for which each sale Product(s) is to be
                made.

            


    

    


    
      	 	
              4.2

            	
              Exert
                its best effort to market the Products in the Territories and
                Industries.

            


    

    


    
      	 	
              4.3

            	
              Not
                sell or promote competing products in the Territories and
                Industries.

            


    

    


    
      	 	
              4.4

            	
              Utilize
                The Summit website and marketing data currently to reflect the integrity
                of the products and their unique certification and
                listings.

            


    

    


    
      	 	
              4.5

            	
              VASA
                acknowledges Summit’s position of final approval for the use of FlameOut®
                in various fire extinguishing systems as contained in paragraph 1.4
                herein. The use of FlameOut ® will result in a royalty payable to Summit
                per said granting of repackaging rights, which will be defined by
                a
                separate amendment to this
                agreement.

            


    

    


    5.
      Summit’s
      Obligations.
      Summit
      covenants to do the following:

    


    
      	 	
              5.1

            	
              Deliver
                as promptly as practicable all VASA orders, FOB, point of origin,
                by
                shipment to such locations as VASA shall designate, unless VASA shall
                accept delivery by use of their own vendor.


            


    

    


    
      	 	
              5.2

            	
              With
                regard to VASA marketing rights, Summit agrees not sell Products
                to
                persons other than VASA within the Territories or Industries, within
                the
                scope of those registered to Exhibit 2 herein and protected by the
                non-circumvention /non-disclosure agreement between the two parties
                herein
                dated September 1, 2004.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      
        	Marketing and Sales Agreement	
                September
                  1, 2004

              
	
                Summit
                  Environmental Corp., Inc. & VASA, Ltd, Inc.

              	
                Page
                  3 of
                  5

              


      

       

    

    
      	 	
              5.3

            	
              Promptly
                refer to VASA all leads, inquiries or prospects regarding potential
                purchasers of the Products within any Territory or Industry of the
                marketing rights, which are not excluded by exhibit 3 examples of
                which is
                captioned in 5.2 above.

            


    

    


    
      	 	
              5.4

            	
              Provide
                VASA with suggested retail/wholesale list prices for the Products
                in their
                respective Territories or Industries.


            


    

    


    
      	
              6.

            	
              Prices
                and Terms of Payment.
                Exhibit 1 lists the prices Summit shall charge for each Product.
                Upon 90
                days written notice from Summit to VASA, Summit may change these
                prices,
                but only to reflect (1) demonstrated increases in Summit’s
                direct costs of goods and/or (2) increases in the consumer price
                index
                published by the U.S. Department of Labor. All prices are FOB, point
                of
                origin. Payment terms are cash with order (50% down and 50% balance
                due on
                shipping readiness), or an irrevocable letter of credit on a bank
                favorable to Summit. 

            


    

     

    
      	
              7.

            	
              Delivery.
                Each shipment order will have a pre-negotiated delivery date for
                delivery
                due to the customer, size of order, and the product with any specific
                requirements for said order, if delivered to an entity other than
                VASA.

            


    

    


    In
      General:

     

    
      	 	
              7.1

            	
              FlameOut®
                Bulk Products - 3 weeks. Summit shall have sufficient inventory to
                fill
                order of up to 3 pallets at all
                times.

            


    

    


    
      	 	
              7.2

            	
              FlameOut®
                Foam - 4 weeks.

            


    

    


    
      	 	
              7.3

            	
              Custom-made
                Products - 8 weeks or longer.

            


    

    


    
      	
              8.

            	
              Use
                of Name and Trademarks.
                VASA shall prominently display and use Summit’s name, trademarks, trade
                names, and logos in the operation of the marketing rights granted
                herein.
                VASA may indicate in signs, advertising, and other publicity and
                marketing
                materials that VASA is authorized as marketing representation of
                Summit’s
                Products as contained in Exhibit 2 herein. VASA shall not use Summit’s
                name in VASA’s own corporate name or any fictitious business
                name.

            


      	 	 


      	
              9.

            	
              Warranties.
                Summit shall provide VASA with a standard warranty for each Product
                VASA
                markets on behalf of Summit upon request. The warranties shall conform
                to
                reasonable commercial standards when compared to other competitive
                products. VASA shall pass through the warranties to all persons who
                purchase any Product from Summit/ VASA without varying any of the
                warranties’ terms or provisions. Summit shall repair or replace any
                Product covered by a warranty that malfunctions, fails to operate
                or is
                otherwise defective.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

      
         

        
          	Marketing and Sales Agreement	
                  September
                    1, 2004

                
	
                  Summit
                    Environmental Corp., Inc. & VASA, Ltd, Inc.

                	
                  Page
                    4 of
                    5

                


        

        


      

       

    

    
      	
              10.

            	
              Indemnities.
                The parties shall indemnify each other as
                follows:

            


    

    


    
      	 	
              10.1

            	
              VASA
                shall indemnify Summit and hold Summit harmless against, and defend
                against, each claim and damage of every kind for injury to or death
                of any
                person or for damage to or loss of property, arising out of or attributed,
                directly or indirectly, to the conduct, operations or performance
                of
                VASA.

            


    

    


    
      	 	
              10.2

            	
              Summit
                shall indemnify VASA and hold VASA harmless against, and defend against,
                each claim and damage of every kind arising out of any defects, failures
                or malfunctions of any Product, except those caused by VASA or otherwise
                arising out of or attributed, directly or indirectly, to the conduct,
                operations or performance of VASA. Summit shall at all times maintain
                product liability insurance covering all Products sold to or through
                VASA
                with a maximum limit of $2 million per occurrence. Such policy of
                insurance shall name VASA as an additional insured party, and Summit
                shall
                provide a copy of such a certificate of the policy to VASA upon the
                execution of this agreement.

            


    

    


    
      	
              11.

            	
              Assignment.
                This Agreement may not be assigned by either party without the prior
                written consent of the other party. A change in control of VASA shall
                be
                considered an assignment.

            


    

    


    
      	
              12.

            	
              Termination
                of the Agreement. Each party to this Agreement, at its option, and
                without
                prejudice to any other remedy it may have at law or in equity, may
                terminate the Agreement on 30 days’ notice to the other party for any of
                the following causes not corrected within such 30 days’ notice period: If
                the other party -

            


    

    


    
      	 	
              12.1

            	
              Is
                adjudged as voluntarily or involuntarily
                bankrupt.

            


    

    


    
      	 	
              12.2

            	
              Allows
                a money judgement against it to remain unsettled for 90 days or
                longer.

            


    

    


    
      	 	
              12.3

            	
              Becomes
                insolvent or has a receiver of its assets or property
                appointed.

            


    

    


    
      	 	
              12.4

            	
              Makes
                an assignment for the benefit of its
                creditors.

            


    

    


    
      	 	
              12.5

            	
              Institutes
                or suffers to be instituted a proceeding for the reorganization or
                rearrangement of its affairs.

            


    

    


    
      	 	
              12.6

            	
              Defaults
                in the performance of any material obligation under this
                Agreement.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      
        	Marketing and Sales Agreement	
                September
                  1, 2004

              
	
                Summit
                  Environmental Corp., Inc. & VASA, Ltd, Inc.

              	
                Page
                  5 of
                  5

              


      

      
 

    

    
      	
              13.

            	
              Disputes.
                All disputes concerning this Agreement’s interpretation or validity, or
                the performance by the parties of their obligations under this Agreement,
                shall be governed by and resolved in accordance with the laws of
                the State
                of Texas, county of Gregg. In any legal or equitable action or arbitration
                between the parties, the prevailing party shall be entitled to recover
                its
                reasonable attorney’s fees and its other costs of the action or
                proceeding. No waiver by a party may constitute a breach of this
                Agreement
                by the other party, or any delay or failure by a party to exercise
                any
                right given to it hereunder or to insist upon the strict performance
                by
                the other party of its obligations hereunder, shall constitute a
                waiver by
                either party of its right at any time to insist upon the strict compliance
                by the other party with the provisions
                hereof.

            


      	 	 


      	
              14.

            	
              Entire
                Agreement. This Agreement supersedes all earlier agreements between
                the
                parties. It contains all the terms and conditions agreed upon by
                the
                parties with reference to its subject matter. It can be changed or
                modified by written instrument only, executed by both
                parties.

            


    

    


    
      	
              15.

            	
              Notices.
                Any Notices a party sends to the other party pursuant to this Agreement
                (as distinguished from notices sent pursuant to litigation or dispute
                arbitration) shall be deemed delivered, if sent by regular mail,
                three
                days after deposited in a post office; if sent by fax or electronic
                mail,
                the day of receipt if received on a regular business day before 5:00
                p.m.,
                otherwise, the next business day; or if sent by certified mail or
                courier
                delivery, the day of receipt. The addresses of the parties are as
                follows
                or as may be changed by written notification by one party to the
                other
                party:

            


    

    


    
      	
              Summit
                Environmental Corporation, Inc.

            	
              VASA
                Enterprise Company, Ltd

            
	
              133
                E. Tyler Street

            	
              1F,
                No. 26-1, Lane 431

            
	
              Longview,
                TX 75601

            	
              Sung-Chiang
                Rd

            
	
              Fax:
                903-758-1903

            	
              Taipei,
                104 Taiwan, ROC

            
	 	 
	
              Summit
                Environmental Corporation, Inc.

            	
              VASA
                Enterprise Company, Ltd

            
	 	 
	 	 
	
              By:
                /s/ Keith
                Parker                                     
                 

            	
              By:
                /s/ Jason
                Wu                                     
                

            
	
              B.
                Keith Parker, CEO

            	
              Jason
                Wu

            
	 	 
	
              Date:
                September 1, 2004

            	
              Date:
                September 1, 2004