AMBIZ
      ASSOCIATES, L.L.C.

    


    ADVISORY
      SERVICES AGREEMENT

    


    This
      Advisory Services Agreement (the “Agreement”, also sometimes referred to as an
“AmBiz Rep Agreement”) sets forth the terms of the engagement of

    AMBIZ
      ASSOCIATES, L.L.C.

    also
      known as American Business Associates, L.L.C., a Nevada limited liability
      company, its members, subsidiaries, successors, affiliates and assigns, formerly
      known as AmBiz Partners, L.L.C. (“AmBiz”),

    by

    SUMMIT
      ENVIRONMENTAL CORPORATION, INC.

    A
      Texas
      Corporation, whose office address is as set forth opposite its signature below,
      and its officers, directors, subsidiaries, successors, and affiliates
      (“Summit”).

    


    1.
      Agreement. Summit
      engages AmBiz on a nonexclusive basis to act as an advisor for the purpose
      of
      rendering such of the following services as Summit may from time to time
      request:

    Strategic
      marketing advice;

    Referral
      to and or assistance in negotiating distribution and or retail

    agreements
      with target distribution and or retail channels;

    Product
      marketing advice and referrals to product purchasers;

    Strategic
      alliance, mergers and or acquisitions advice;

    Investment
      banking and or other debt and equity fund raising advice, and

    Such
      other services as Summit and AmBiz shall agree upon

    which
      may
      include acting in an advisory capacity for the

    management
      and or Board of Directors of Summit;

    As
      set
      forth herein.

    All
      decisions with respect to any specific engagement and potential transactions
      will remain the sole option and decision of Summit.

    


    2.
      Effective Date and Term.
      This
      engagement shall become effective as of the later date set forth opposite the
      parties’ signatures below (the “Effective Date”), and shall continue for a
      period of three years unless terminated by either party upon thirty (30) days
      prior written notice. Such term may be extended in writing upon mutual agreement
      of the parties. Upon expiration or termination the provisions hereof relating
      to
      confidentiality, the payment of fees and expenses, indemnification and
      non-circumvention (Paragraphs 4-8 below) will survive, unless terminated for
      the
      gross and willful negligence or misconduct of AmBiz.

    


    
      
        
          AmBiz
            Associates, LLC

          101
            Convention Center Drive, Suite 1225, Las Vegas, Nevada 89109

          


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    3.
      No Liability. It
      is
      understood that any presentation Materials will be based upon assumptions and
      information provided by Summit or Summit’s contracted third party consultants.
      AmBiz will not be required to make or be responsible for any independent
      analysis or investigation of any information provided by Summit, unless
      specifically requested by Summit to assist in preparation thereof, for which
      AmBiz shall be compensated separately. AmBiz assumes no responsibility or
      liability as to the truth, accuracy or completeness of such information. Summit
      herewith warrants and represents to AmBiz that all such Materials shall be
      accurate and truthful and shall constitute a full disclosure of Summits’
business, markets, technology, management and financing. AmBiz shall have the
      right to make appropriate disclaimers with respect to any such Materials.
      Although AmBiz may be requested to conduct a due diligence review and make
      suggestions regarding the Materials, the contents, including but not limited
      to
      the completeness, truth and accuracy thereof, are the sole responsibility of
      Summit and are not that of AmBiz.

    


    4.
      Success Fees For Advisory Services. Summit
      will pay AmBiz the fees set forth on Exhibit A hereto in consideration of AmBiz’
services. If within thirty six (36) months following expiration or termination
      of this Agreement (unless the termination is for the gross and willful
      negligence or misconduct of AmBiz), any transaction is closed with any party
      identified by AmBiz prior to such expiration or termination, the Success Fees
      shall be payable to AmBiz in accordance with this paragraph and Exhibit A
      hereto. In furtherance thereof, Summit hereby additionally agrees that during
      the term of this Agreement and for a period of three (3) years thereafter,
      Summit, its officers, directors, employees, agents, subsidiaries, affiliates
      and/or successors shall not directly or indirectly

    a. offer
      any
      of its investments, property, securities (or any instrument similar to
      securities) for sale to or exchange with, or solicit any offer to purchase
      or
      exchange thereof to, or otherwise contact, approach or negotiate with;
      or

    b. sell
      any
      of its products of services to; or

    c. enter
      into any strategic alliance or relationship with;

    any
      party
      introduced to or referred to Summit by AmBiz during the term hereof, except
      with
      the prior written consent of AmBiz and only upon the payment of the fees
      specified to AmBiz. Summit shall promptly notify AmBiz of such pending
      transactions. Summit hereby agrees that its officers, directors, employees,
      agents, subsidiaries, affiliates, and/or successors are bound by the terms
      of
      these provisions regarding the obligation to pay the fees
      specified.

    


    5.
      Preapproved Expenses. Summit
      shall promptly reimburse AmBiz for all expenses paid or incurred by AmBiz or
      any
      of its members, and which are PREAPPROVED
      BY SUMMIT for
      travel, entertainment, goods and services which are necessary or appropriate
      in
      order to provide the services specified. At the request of AmBiz Summit shall
      provide AmBiz with a reasonable expense advance to cover AmBiz’ preapproved out
      of pocket expenses according to budgets or estimates prepared by AmBiz.
      Preapproved expenses not covered by any advance shall be reimbursed within
      seven
      (7) days of submittal of an itemized expense reimbursement report.

    


    
      
        
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    6.
      Confidentiality and Non-Disclosure Agreement, and Non-Circumvention Agreement:
      All
      terms
      of the AmBiz integrated Mutual Confidentiality and Non-Disclosure Agreement
      and
      Non-Circumvention Agreement, a copy of which is attached as Exhibit B, are
      incorporated herein by this reference. In the event that Summit and AmBiz have
      not previously executed such agreement, they shall do so concurrently herewith.
      In addition to the terms thereof, it is further understood that during the
      course of this engagement AmBiz will be furnishing proprietary and confidential
      advice and information to Summit relating to capital funding sources, marketing
      and distribution channels, and other business opportunities and relationships
      developed by AmBiz. Accordingly any such information, or any other information
      provided to Summit relating to AmBiz’s efforts on Summit’s behalf, or
      introductions made to Summit by AmBiz, are confidential and are the sole
      proprietary property of AmBiz. Summit agrees to treat as confidential any such
      information or related or similar information provided to Summit by AmBiz and
      Summit will not, without AmBiz’s prior written consent, use such information or
      disclose such to any third party. AmBiz, in turn, will treat as confidential
      and
      will not without Summit’s prior written consent, use or disclose to any third
      party any confidential information of Summit provided to AmBiz. Notwithstanding
      the foregoing, the terms of this paragraph shall not apply to any information
      which is or becomes generally available to the public, is required by law to
      be
      disclosed, or is obtained from any third party which is in possession of such
      information through no fault of AmBiz or Summit, and which holder of such
      information is not under any obligation to treat such information as
      confidential. Further in accordance with the terms of the above Paragraph 4,
      Summit agrees not to circumvent AmBiz and to pay AmBiz the fees set forth
      therein. Summit hereby agrees that its officers, directors, employees, agents,
      subsidiaries, affiliates, and/or successors are bound by the terms of these
      provisions regarding confidentiality and non-circumvention. Should any of
      Summit’s officers, directors, employees, agents, subsidiaries and or successors
      circumvent the provisions hereof and enter into a transaction with a party
      introduced by AmBiz then Summit agrees to pay AmBiz the fees set forth pursuant
      to Paragraph 4 hereof. 

    


    7.
      Audit Rights. Summit
      shall provide AmBiz with a monthly report, within twenty days of the close
      of
      the month, indicating all sale of product during such month to parties
      introduced by AmBiz, with respect to funding provided by any party introduced
      by
      AmBiz, or for any other business relationship between Summit and party
      introduced by AmBiz, along with a check for the fees due hereunder. In the
      event
      of any merger, acquisition, or financing AmBiz shall have the right to payment
      through an escrow. AmBiz shall have the right to audit the books and records
      of
      Summit with respect to verifying the revenues or financings from any transaction
      with a party introduced by AmBiz in order to properly determine the fees due
      to
      AmBiz hereunder as a result of the efforts of AmBiz. Audits shall be during
      normal business hours upon reasonable notice, not more frequently than once
      per
      month, and Summit agrees to make all relevant records available to AmBiz to
      expedite such audits. 

    


    
      
        
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    8.
      Indemnification. If
      AmBiz
      becomes involved in any capacity in any action or legal proceeding regarding
      Summit and or its business, Summit agrees to reimburse AmBiz for AmBiz’s
      reasonable out-of-pocket expenses, including fees and disbursements of AmBiz’s
      counsel. Summit also agrees to indemnify and hold AmBiz harmless against any
      losses, claims, damages or liabilities to which AmBiz may become subject,
      relating to or arising out of any action or proceeding in connection with the
      services which are the subject of this Agreement. Provided, however, that Summit
      shall not be liable with respect to any loss, claim, damage or liability to
      the
      extent a court of competent jurisdiction shall have determined results from
      AmBiz’s willful misfeasance or gross negligence. 

    


    9.
      Third Party Services. 

    a.
      Third
      Party Fees and Expenses: From
      time
      to time in furtherance of the interests of Summit hereunder, AmBiz may deem
      it
      desirable to engage the services of other outside parties to Summit’s goals. In
      such event AmBiz will recommend to and shall discuss with Summit the purposes
      and advantages of engaging third party outside consultants, brokers, or parties
      to assist in furthering Summit’s goals. The costs, expenses and fees of such
      third party providers shall be borne by Summit under separate engagement letters
      to be entered into between Summit and said third party, and shall be in addition
      to the fees paid to AmBiz hereunder. AmBiz shall be responsible for the fees,
      expenses or costs of any such third parties. Engagement of any such third
      parties is subject to the prior approval of Summit.

    b.
      AmBiz
      Member in Third Party Services Capacity: Often
      the
      third party services being recommended fall within an AmBiz member’s special
      area of expertise or profession and can be provided either by an AmBiz member
      or
      an outside third party provider. Such services may require substantial time
      from
      the AmBiz member or engagement of specialized professional expertise. Examples
      of such services might include drafting or redrafting of marketing or business
      plans, acting in a corporate officer capacity on behalf of Summit, acting in
      a
      professional capacity in the AmBiz member’s profession (accounting, law,
      insurance, etc), or undertaking major assignments requiring significant and
      substantial time of the AmBiz member. In these circumstances the AmBiz member
      shall enter into separate agreements with Summit which shall be treated as
      Third
      Party fees and expenses hereunder and shall be in addition to AmBiz fees
      hereunder. Engagement of such AmBiz member to provide separate and independent
      services is at the sole option of Summit.

    


    10.
      Miscellaneous

    a.
      Independent
      Contractor Status. It
      is
      understood and agreed that AmBiz is engaged by Summit as an independent
      contractor, solely to provide the services described herein.

    b.
      AmBiz’s
      Efforts. AmBiz
      undertakes this engagement solely on a “best efforts” basis, working with Summit
      to achieve Summit’s desired objectives by using its and its member’s
      professional judgment, efforts and skill. AmBiz makes no representations or
      guarantees regarding any successful outcome hereunder. AmBiz makes no
      representations or warranties that any retail sales, distribution channel,
      merger, acquisition, financing and/or alliance is or will be available nor
      that
      any entity which desires or commits to a transaction would in fact honor its
      commitments. AmBiz is not liable for Summit’s inability or failure to conclude a
      transaction trough AmBiz’s efforts. 

     

    
      
        
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    c.
      Arbitration.
      Any
      and
      all disputes between the parties in connection with this Agreement shall be
      resolved through final and binding arbitration in accordance the rules of the
      American Arbitration Association and judgment upon any reward resulting from
      such arbitration may be entered and enforced in a court having proper
      jurisdiction. Any arbitration proceeding pursuant to this Agreement shall be
      held in Las Vegas, Nevada. 

    d.
      Costs
      of Obtaining Benefits. Summit
      shall reimburse AmBiz for the full Costs of any legal fees and expenses incurred
      by AmBiz in enforcing or obtaining the benefits to which it is entitled under
      the terms of this Agreement.

    e.
      Governing
      Law. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada, without any references to its conflicts of laws and principles.
      

    f.
      Entire Understanding. This
      Agreement contains the entire understanding between Summit and AmBiz with
      reference to the subject matter hereof and supersedes any prior understandings
      and agreements related thereto, whether written or oral.

    g.
      Severability. If
      any
      provision of this Agreement, or the application of such Provision to any person
      or circumstance, shall be held invalid, the remainder of this Agreement, or
      the
      application of such provision to persons and circumstances other than those
      to
      which it is held invalid shall not be affected thereby.

    h.
      Notices: Notices
      shall be sent to the respective parties hereto 1) at the address on the first
      page letterhead if to AmBiz, with a copy to the identified individual
      responsible member of AmBiz at the address set forth below his or her signature,
      and 2) with respect to Summit, to the address on the signature page below.
      Notices may be sent by first class mail, facsimile, or overnight delivery
      service (FedEx).

    i.
      Headings.
      The
      text
      in the headings of paragraphs may be executed in one or more counterparts,
      which
      together shall constitute a binding agreement. A signed facsimile will create
      and constitute an original, legally binding agreement on the party sending
      the
      same, as will electronic signatures digitally transmitted, both of which are
      hereby authorized. The parties hereto confirm their understanding by signing,
      dating, and returning copies of this Agreement to each other.

    


    11.
      Acceptance and Execution: This
      Agreement may be executed in one or more counterparts, which together shall
      constitute a binding agreement. A signed facsimile will create and constitute
      and original, legally binding agreement on the party sending the same, as will
      electronic signatures digitally transmitted, both of which are hereby
      authorized. The parties hereto confirm their understanding by signing, dating,
      and returning copies of this Agreement to each other.

    


    
      
        
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    AmBiz
      Associates, L.L.C.

    (address
      per first page/letterhead)

    


    By 
      /s/
      Jay D.
      Haber                                                               


    Name:
      Jay
      D. Haber Title:
      Assistant Managing Member

    Street
      Address: 101 Convention Center Drive, Suite 1225

    City/State/Zip
      Code: Las Vegas, Nevada

    Telephone:
      713-898-8775 Fax:

    Email:
      JHABER3309@aol.com
      Date:
      2/25/04

    


    This
      ADVISORY SERVICES AGREEMENT is hereby agreed to and the terms hereof are
      accepted by Summit.

    


    Summit
      Environmental Corporation, Inc.

    


    /s/
      Keith Parker

    By 
      /s/ Keith
      Parker                                                              
 

    Keith
      Parker, CEO

    133
      E
      Tyler Street

    Longview,
      TX 75601

    Telephone:
      800-522-7841 Fax: (903) 758-1903

    Email:
      kparker@summitenvironmental.com

    Date:
      February 17, 2004

    


     

    
 

    
      
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    EXHIBIT
      A

    Fee
      Agreement and Designation of Services

    


    AmBiz
      and
      Summit agree that Summit has engaged AmBiz for the services indicated and has
      agreed to the fees set forth below. The parties hereto shall indicate their
      consent to the various services by placing an initial where indicated and
      inserting the agreed upon fee. If a category for fee is left blank and a
      category does not bear any initial by AmBiz and Summit then it is agreed that
      AmBiz is not providing the services for that category. This Exhibit may be
      amended from time to time to add categories of services. Paragraphs
      a, b and c below are applicable regardless of whether or not initialed by the
      Parties. Paragraphs d and e below are applicable below only IF completed by
      and
      initialed by the Parties.

    


    
      	 	
              a.

            	
              Retailing
                Commission/ Distribution Channel
                Commission.

            


    

    In
      the
      event AmBiz is successful in finding a purchaser for Summit products, or a
      channel of distribution, whether wholesale or retail, Summit shall pay AmBiz
      an
      overriding commission of ten percent (10%) of Summit’s ongoing invoiced and
      collected amounts to the purchaser, retailer, wholesaler, or other distributor
      for the length of any purchase and or distribution agreements entered into
      during the term hereof or entered into within three years of expiration or
      termination hereof with parties introduced by AmBiz.

    


    
      	 	
              b.

            	
              Debt
                and Equity Financing, Merger Acquisition or Alliance.
                

            


    

    In
      the
      event that AmBiz assists Summit with debt or equity financings, Summit agrees
      to
      pay AmBiz a “Success Fee” equal to five percent (5%) of the first five million
      dollars (US$5,000,000.00), three and one half percent (3.5%) of the amount
      over
      five million up to ten million (US$5,000,000.00-$10,000,000.00), and two percent
      (2%) of the balance above ten million US$10,000,000.00) of the gross amount
      of
      any capital whether debt or equity raised for Summit directly or indirectly
      by
      AmBiz, and of the value of any merger consideration for transactions arranged
      by
      or directly or indirectly introduced by AmBiz. AmBiz may assist in such
      transactions by introducing Summit to third party brokers, investment bankers,
      financial advisors and or angel or venture investors. Summit and not AmBiz
      shall
      be responsible for any additional fees charged by said third
      parties.

    


    c. Stock
      Warrants.
      On the
      Effective Date, in consideration of the activities and services performed
      hereunder by AmBiz and in consideration of AmBiz’ covenants hereunder, Summit
      shall grant AmBiz common stock warrants (warrants) that represent a grant equal
      to one percent (1%) ownership per year for the primary Term of the Agreement,
      granted one percent on the Effective Date, and one percent additional on the
      first and second anniversaries of the Effective Date (i.e. three percent (3%)
      ownership covering the full primary term of this Agreement) and thereafter
      an
      additional one percent (1%) ownership per additional year this Agreement is
      in
      effect granted at the commencement of each additional year of the Term.
      Percentage ownership shall be calculated as a percent of outstanding shares
      as
      of the date of the grant of the warrants.

     

    The
      warrants shall have a five year term from the date of vesting, unless extended.
      

     

    
      
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    The
      warrants shall vest quarterly prorate (i.e. one quarter (25%) of each year’s
      grant shall vest every three months following the Effective Date, an anniversary
      of the Effective Date, or an extension of the term) unless this agreement has
      been terminated by either Party. In the event of termination the warrants shall
      vest for that three month quarterly period during which the termination
      occurs.

     

    The
      exercise price of the warrants shall be greater of the par value of Summit’s
      common stock or $.01 per share, except that if Summit’s shares are registered
      and traded then the warrant exercise price shall be the quoted trade price
      on
      the date of the grant, or if Summit has recently successfully completed the
      raising of funding pursuant to a private placement memorandum, then the average
      purchase price of the shares issued pursuant to the private placement
      memorandum.

     

    If
      Summit
      is “sold” to a third party (meaning a transfer of more than 50% change of
      ownership to a third party during any one year period), then all unvested
      warrants for any such year and unvested warrants for all prior years shall
      immediately vest from the date of transaction.

     

    Upon
      vesting, any warrants shall be individually exercisable at AmBiz’ discretion for
      common stock of Summit. Summit shall register for resale shares of stock
      underlying the warrants.

    


    


    EXHIBIT
      B

    The
      MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT,

    AND
      NON-CIRCUMVENTION AGREEMENT, constituting Exhibit B hereto,
      is

    attached
      and consists of the following four pages.

     

     

    
 

    
      
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    SUMMIT
      ENVIRONMENTAL CORPORATION

    OTCBB:
      SEVT

    


    Amendment

    Exhibit
      A

    Advisory
      Services Agreement

    


    The
      amendment contained herein refers to specific paragraphs of the Exhibit A to
      the
      Advisory Services Agreement by and between AmBiz Associates, LLC and Summit
      Environmental Corporation, Inc. dated and executed February 25, 2004 and
      February 17, 2004, respectively.

    More
      specifically, paragraph A, of Exhibit A shall be amended to add an additional
      sentence to the end of said paragraph. Added as follows: “The ten percent (10%)
      overriding commission shall not apply to FirePowerTM or FlameOut® or any future
      private label, if applicable, aerosol fire extinguishers sold by Gary Bishop
      to
      Target or other large chain stores, but shall continue to apply to sales of
      these items to Noble Fir, or to other purchasers or accounts generated by
      AmBiz”;

    Additionally,
      paragraph C of Exhibit A shall be amended as follows:

    
      	 	
              1)

            	
              The
                stock options granted and vested, upon the third year of the Agreement,
                shall be accelerated to be grated [sic] no later than December 30,
                2005,
                or on the date of execution of this amendment if sooner, at the 2005
                option price, and

            


    

    
      	 	
              2)

            	
              An
                additional one percent (1%) of ownership shall be granted between
                execution hereof and February 25, 2006, the commencement of the third
                year
                of the Agreement, at the 2005 option
                price.

            


    

    Additionally
      the agreement shall be executed for one additional year to February
      2008.

    In
      consideration of the amending of paragraph C, herein, AmBiz warrants that all
      currently granted and accelerated warrants under paragraph (1) above and not
      yet
      exercised will be exercised and paid for by January 18, 2006.

    As
      with
      the original agreement, this agreement may be executed in one or more
      counterparts, when together constitute a binding amendment to the original
      agreement captioned herein.

    


    
      	
              AmBiz
                Associates, LLC

            	
              Summit
                Environmental Corporation, Inc.

            
	 	 
	
            	
            
	
              By:
                /s/
                [illegible]                                           
                

            	
              By:
                Keith
                Parker                                           
                

            
	
              Title:
                Managing Member

            	
              Title:
                Keith Parker

            
	
              Date
                Executed: 12-29-05

            	
              Date
                Executed: 12-30-05

            


    

    


    


    


     

      
        

      

    

    210
      S.
      Green Street, Longview, Texas 75601 • (903) 758-0551 • (800) 522-7841 • fax
      (903) 758-1903

     

     

    
      
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