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                                                                    EXHIBIT 10.8


                            ASSET PURCHASE AGREEMENT

                                    BETWEEN

                      LADY BURD EXCLUSIVE COSMETICS, INC.

                                    SELLER,

                                      AND

          SUMMIT ENVIRONMENTAL CORPORATION, INC., A TEXAS CORPORATION,

                                   PURCHASER.

                              DATED: FEBRUARY 2002



                                                                    Exhibit 10.8
                                                              Page 1 of 15 Pages

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AGREEMENT dated November 2001, between LADY BURD EXCLUSIVE COSMETICS, INC., 44
Executive Boulevard, Farmingdale, New York 11735 ("SELLER") and SUMMIT
ENVIRONMENTAL CORPORATION, INC., 521 Delia Drive, Longview, Texas 7501
("PURCHASER").

                                   WITNESSETH:

         WHEREAS, SELLER is the owner of the Property, as hereafter defined; and

         WHEREAS, PURCHASER seeks to acquire the Property; and

         WHEREAS, the SELLER and PURCHASER have agreed to the terms of sale and
seek to memorialize those terms in this document.

         NOW, it is therefore agreed:

I.       DEFINITIONS:

         "SELLER" means, "LADY BURD EXCLUSIVE COSMETICS, INC.", a New
York corporation, and where applicable, its officers, directors and employees.

         "PURCHASER" means "SUMMIT ENVIRONMENTAL CORPORATION, INC," a Texas
corporation and with regard to paragraph 4.1 herein, its officers, directors and
employees.

         "PROPERTY" means, the Confidential Formulation known now and relating
to a liquid lipstick product, known as LIQUID LIPS, INDELIBILE LIPS, and/or
LUSCIOUS LIPS, the formulation for which is set forth in Exhibit A to this
agreement, and all patents, patent applications, divisionals, reissues and
foreign patents relating thereto.

         "CLOSING" or "CLOSING DATE" shall mean the date final payment is
received by Seller from Purchaser at the offices to the seller's attorney, or at
such other time and place mutually agreed by the parties in writing.

                          ARTICLE 1 - PURCHASE AND SALE

1.1      Agreement to Sell. Upon the Closing, the Seller will grant, sell,
         convey, assign, transfer and deliver to the Purchaser, upon and subject
         to the terms and conditions of this Agreement, (a) all of the Seller's
         right, title and interest in and to the



                                                                    Exhibit 10.8
                                                              Page 2 of 15 Pages
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         Property, free and clear of all liens, pledges, security interests,
         charges, claims, restrictions and encumbrances of any nature
         whatsoever.

1.2      Agreement to Purchase. On the Closing Date, Purchaser shall purchase
         the Property from Seller, upon and subject to the terms and conditions
         of this Agreement and in reliance on the representations, warranties
         and covenants of Seller in exchange for the Purchase Price (hereinafter
         defined in Section 1.3). Purchaser shall not assume or be responsible
         for any liabilities or obligations of the Seller.

1.3      The Purchase Price; Payment.

1.3.1    SELLER agrees to sell and PURCHASER to purchase the Property for the
         following consideration:

1.3.2    The Sum of $25,000, upon the signing of this contract. $25,000.00 of
         which has been paid in advance as a non-refundable deposit, and 500,000
         shares of restricted common stock (SEVT) with covenant to register of
         Purchaser, receipt of the certificate of which is hereby acknowledged.

1.3.3    The sum of $300,000, will complete the closing. Payment is to be
         presented in certified or cashiers check in denominations of United
         States dollars.

1.3.4    The balance of the purchase price will be paid by the end of 2002 from
         funds from a private placement selling securities from the Purchaser.
         The Purchaser will pay incremental payments to seller as the securities
         are sold.

1.3.5    An earn-out on the asset based upon the amount of $.15 per unit sold
         until the purchaser has paid to Seller an earn-out of $200,000.00

1.3.6    Purchaser will pay Seller an earn-out at the rate of $.30 per unit
         thereafter. The earn-out will continue for a period of 10 years after
         the Closing date.

1.3.6.1  PURCHASER shall account to SELLER and make payment upon the earn-out
         twice per year; one and one-half months and seven and one-half months
         after the close of the PURCHASER'S fiscal year representing sales for
         the period of the fiscal year.

1.3.6.2  SELLER will have the right to conduct an audit of PURCHASER'S sales
         records by a representative duly appointed and compensated by SELLER.
         Upon conclusion of the audit, PURCHASER will pay to SELLER the amount
         of any


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         underpayment found by the auditor. In the event the account reveals a
         discrepancy of five percent (5%) or more to the disadvantage of SELLER,
         PURCHASER will be obligated to reimburse SELLER the full cost of the
         audit.

1.3.6.3  PURCHASER will provide the auditor with access to all books and records
         of entry and all supporting documentation thereto necessary to verify
         the accuracy of the audit.

1.3.6.4  SELLER'S election not to conduct an audit of one or more of PURCHASER'S
         semi-annual statement will not constitute a waiver of SELLER'S right to
         conduct an audit in the future of the sales for any prior accounting
         for the period.

1.3.7    In the event of the sale of all or substantially all of the shares of
         Purchaser or a sale of all or substantially all of the business assets
         of Purchaser or of the Property, the balance, with the exception of the
         earn-out, then remaining on the purchase price will be accelerated and
         will become due and owing.

1.3.8    The Purchaser may not sell, transfer, pledge, assign, transfer or
         hypothecate the Property without the prior written consent of the
         Seller. In connection with any such transaction, the proposed
         transferee of the property will be required to assume all obligations
         of the Purchaser under the terms of this and all other Agreements
         between the parties. Notwithstanding the assumption of obligations,
         Purchaser will remain liable and obligated to the Seller for all of its
         obligations of payment under this Agreement.

1.3.9    Purchaser agrees that it will not solicit for employment or accept the
         employment of any person who is an employee of Seller at any time
         without written consent of Seller.

                 ARTICLE 2 - CLOSING, ITEMS TO BE DELIVERED AND
                               FURTHER ASSURANCES

2.1      Closing. The Closing (the "Closing") will be made at the offices of the
         Seller or its attorney upon the final payment of the purchase, or at
         such other place, date


                                                                    Exhibit 10.8
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         and time as shall be mutually satisfactory to the parties hereto. The
         date of the Closing is sometimes referred to as the "Closing" or the
         "Closing date".

2.2      Items to be delivered at Time Of Closing. At the Closing and subject to
         the terms and conditions contained in this Agreement:

2.2.1    The Seller will deliver to the Purchaser the following:

2.2.1.1  A bill of sale in customary form with covenants of warranty,
         assignments, endorsements, and other good and sufficient instruments
         and documents of conveyance and transfer, in form and substance
         satisfactory to the Purchaser and its counsel, as shall be necessary
         and effective to convey, transfer and assign to, and vest in, the
         Purchaser all of the Seller's right, title, and interest in and to the
         Property to be sold under this Agreement.

2.2.1.2  Upon Closing Purchaser will take over Seller's responsibility with
         respect to all future legal and other expenses incurred in obtaining a
         domestic patent and foreign patents on the property at its sole and
         exclusive expense subject to a $10,000 cap. Purchaser will not be
         liable for the payment of any expenses incurred by Seller prior to the
         Closing Date. Seller will be liable for additional patent requirements
         which shall be conducted or become necessary to be conducted with the
         coverage of research and development.

2.2.2    The Purchaser will have delivered to the Seller its certified check in
         an amount equal to $350,000.

2.2.2.1  The Purchaser will execute the Requirements Agreement, Security
         Agreement and Conditional Assignment, copies of which are attached
         hereto as Exhibits D, E, and F to this Agreement.

2.2.3    Further Assurances. Each party, from time to time after the closing, at
         the other party's request, will execute, acknowledge and deliver to the
         Purchaser such other instruments of conveyance and transfer and will
         take such other actions and execute and deliver such other documents,
         certifications, and further assurances as a party may reasonably
         request in order to effectuate the terms of this Agreement.


                                                                    Exhibit 10.8
                                                              Page 5 of 15 Pages

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                   ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

3.1      Representations and Warranties of the Seller. The Seller represents and
         warrants to the Purchaser as of the date of this Agreement and the
         Closing Date as follows:

3.1.1    Corporate Existence; Certificate of Incorporation and By-Laws. The
         Seller is a corporation duly organized, validly existing and in good
         standing under the laws of the State of New York and duly authorized to
         transact business in the State of New York. The Seller has all
         requisite power and authority and all necessary licenses, permits, and
         authorizations to carry on its business as it has been and is now being
         conducted and to use the Property. The Seller has the Corporate power,
         authority and legal right to execute, deliver, and perform this
         Agreement. The execution, delivery and performance of this Agreement by
         the Seller have been duly authorized by all necessary corporate action.
         This Agreement constitutes, and such instruments when executed and
         delivered will constitute, legal, valid, and binding obligations of the
         Seller enforceable against the Seller in accordance with their
         respective terms.

3.1.2    Litigation. Seller represents that there is no litigation, arbitration,
         investigation, or other proceeding of or before any Court, arbitrator,
         or governmental or regulatory official, body or authority pending or
         threatened against the Seller, or relating to the Property. Seller does
         not know or have reasonable grounds to know of any basis for any such
         litigation, arbitration, investigation or proceeding.

3.1.3    Completeness of Disclosure. Neither this Agreement nor any certificate,
         schedule, statement, document or instrument furnished or to be
         furnished to the Purchaser pursuant hereto, or in connection with the
         negotiation, execution, or performance of this Agreement, contains or
         will contain any untrue statement of fact or omits or will omit to
         state a fact required to be stated herein or therein or necessary to
         make any statement herein or therein not misleading.


                                                                    Exhibit 10.8
                                                              Page 6 of 15 Pages

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3.2      Representations and Warranties of the Purchaser. The Purchaser
         represents and warrants to the Seller as of the date of this Agreement
         and the Closing Date as follows:

3.2.1    Corporate Existence. The Purchaser is a corporation duly organized,
         validly existing and in good standing under the laws of the State of
         Texas. The Purchaser has the corporate power, authority and legal right
         to execute, deliver and perform this Agreement. The execution, delivery
         and performance of this Agreement by the Purchaser have been duly
         authorized by all necessary corporate action. This Agreement has been
         duly executed and delivered by the Purchaser and constitutes legal,
         valid and binding obligation of the Purchaser enforceable against it
         and in accordance with its terms.

3.2.2    Validity of Contemplated Transactions, etc. The execution, delivery and
         performance of this Agreement by the Purchaser will not contravene or
         violate (a) any existing law, rule, or regulation to which the
         Purchaser is subject (b) any judgement, order, writ, injunction, decree
         or award of any Court, arbitrator, or governmental or regulatory
         official, body or authority which is applicable to the Purchaser, or
         (c) the Certificate of Incorporation or By-Laws of the Purchaser or any
         securities issued by it.

3.3      Survival of Representations and Warranties. All representations,
         warranties, covenants and agreements made by the parties in this
         Agreement or in any certificate, schedule, statement, document or
         installment furnished hereunder or in connection with the negotiation,
         execution, and performance of this Agreement shall survive the Closing.
         Notwithstanding any investigation or audit conducted before or after
         the Closing date or the decision of any party to complete the Closing,
         each party shall be entitled to rely upon the representations,
         warranties, covenants, and agreements set forth in this Agreement.



                                                                    Exhibit 10.8
                                                              Page 7 of 15 Pages
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                   ARTICLE 4 - CONDITIONS PRECEDENT TO CLOSING

4.1      Confidentiality. Neither SELLER nor PURCHASER will disclose the
         formulation of the Property unless and until a patent is granted for
         the formulation or for the claims delivered from the formulation. In
         the event that a patent is not granted each of Seller and Purchaser
         agree that it will maintain the Property and its elements as a trade
         secret and will maintain the confidentiality thereof as required under
         law for the enforcement of the rights to the Property as a trade
         secret. This obligation will survive closing and will run for the
         duration of this Agreement. The obligation will also survive the
         failure to close the Agreement. Each of Seller and Purchaser shall take
         all reasonable action to assure that its officers, directors and
         employees comply with the provision of paragraph 4.1.

4.1.1    Bill of Sale. The Seller shall have executed an Assignment for the
         transfer of the Property sold under this agreement. In substantially
         the form of Exhibit D, simultaneously with the Closing of this
         Agreement.

4.2      Conditions Precedent to the Seller's Obligations. All obligations of
         the Seller under this Agreement are subject to the fulfillment or
         satisfaction, prior to or at the Closing, of each of the following
         conditions precedent, any of which may be waived by the Seller in
         writing.

4.2.1    Representations. All representations and warranties of the Purchaser
         being true, complete and correct at the Closing.

4.2.2    Performance by the Purchaser. The Purchaser shall have performed and
         complied with all agreements and conditions required by this Agreement
         to be performed or complied with by it prior to or at the Closing.

4.2.3    Litigation Affecting Contract. On the Closing date, no action or
         proceeding shall be pending or threatened before any court or
         governmental agency in which it is sought to restrain or prohibit or to
         obtain damage or other relief in connection with this Agreement or the
         consummation of the transactions contemplated hereby, and no
         investigation that might eventuate in any such suit, action or
         proceeding shall be pending or threatened.

4.2.4    Corporate Matters. The Purchaser shall have furnished the Seller with
         certified copies of all such corporate documents of , and good-standing


                                                                    Exhibit 10.8
                                                              Page 8 of 15 Pages

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         certificates, if any is available, for the Purchaser, and a resolution
         of the Board of Directors authorizing the transaction.

4.3      Termination. In the event any of the conditions contained in Sections
         4.1 and 4.2 are not satisfied and the conditions have not been waived,
         this Agreement will terminate upon notice by one party to the other and
         neither party will have any liability or obligation of any kind or
         nature to the other.

                           ARTICLE 5 - INDEMNIFICATION

5.1      Indemnification by the Seller. From the time of and after the Closing,
         the Seller will reimburse, indemnify and hold harmless the Purchaser
         against any final judicial finding of intentional infringement with
         respect to the property, or arising out of the creation or development
         of the Property.

5.2      Procedure. Notice must be given within a reasonable time after
         discovery of any fact or circumstance on which a party could claim
         indemnification ("Claim" or "Claims"). The notice shall describe the
         nature of the Claim. If the Claim is determinable, the amount of the
         Claim, or if not determinable, an estimate of the amount of the Claim.
         Each party agrees to use its best efforts to minimize the amount of the
         loss or injury for which it is entitled to indemnification. If the
         party, in order to fulfill its obligations to the other party, must
         take legal action or if the party is involved in legal action, the
         outcome of which could give rise to its seeking indemnification, one
         party shall consult with the other party with respect to such legal
         action and allow it to participate therein. No Claim for which
         indemnification is asserted shall be settled or compromised without the
         written consent of the Seller and the Purchaser; provided, however. If
         a party does not consent to a bona fide settlement proposed by the
         other, the other party shall be liable for indemnification only to the
         lesser of the final judgement or the amount to be paid in settlement.
         Subject to the provisions of this paragraph, neither party shall have
         recourse for indemnification until the Claims are fully and finally
         resolved. For a period of thirty (30) days following the giving of the
         notice of such Claim, the Purchaser and the Seller shall attempt to
         resolve any differences


                                                                    Exhibit 10.8
                                                              Page 9 of 15 Pages

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         they may have with respect to such Claim. If a resolution is not
         reached within the thirty (30) day period (unless the parties agree to
         extend the period), the matter may be submitted to a court of competent
         jurisdiction. A Claim shall be deemed finally resolved in the event a
         matter is submitted to a court, upon the entry of judgement by a court
         of final authority.

5.3      Other Rights and Remedies Not Affected. The indemnification rights of
         the parties under this Article are independent of an in addition to
         such rights and remedies as the parties may have at law or in equity or
         otherwise for any misrepresentation, breach of warranty or failure to
         fulfill any agreement or covenant hereunder, including without
         limitation the right to seek specific performance, rescission, or
         restitution, none of which rights or remedies shall be affected or
         diminished hereby.

5.4      Limitation of Liability. The total amount of money for which seller
         shall be liable under this Article shall not exceed the then unpaid
         balance of monies due by Purchaser to Seller under paragraph 1.3.4 of
         this Agreement.

                               ARTICLE 6 - DEFAULT

6.1      The following will constitute a default by PURCHASER:

6.1.1    The failure to make any payment under this Agreement when due, except
         as set forth hereinafter;

6.1.2    The filing for protection under the bankruptcy laws of the United
         States, or any legal or beneficial assignment for the benefit of
         creditors under the law of any state;

6.1.3    Failure to execute any document necessary to effectuate the terms of
         this Agreement; or

6.1.4    Default under any provision of this Agreement or of any other agreement
         by and between the parties.

6.2      In the event Purchaser fails to close this Agreement, Seller will be
         entitled to retain as liquidated damages all money and property and
         tendered by Purchaser to


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                                                             Page 10 of 15 Pages
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         Seller prior thereto, including but not limited to all contract
         deposits and down payments and all common stock transfers.

6.3      In the event of a default by PURCHASER which remains uncured for
         ten(10) days after written notice of default from SELLER, all rights in
         the Property will revert irrevocably to the SELLER.

6.4      Default by SELLER.  The following will constitute a default by SELLER.

6.4.1    Failure to execute the Assignment or any other document necessary to
         effectuate the terms of this Agreement;

6.4.2    Default under the terms of any other agreement by and between the
         parties.

6.5      Consequences of default. In the event of a default by SELLER which
         remains uncured for ten (10) days after written notice to SELLER, the
         PURCHASER will have all rights and remedies available to it under law.

                        ARTICLE 7 - POST-CLOSING MATTERS

7.1      Effect of Nonpayment. In the event of nonpayment at the Closing, the
         Seller's sole right is to terminate the agreement, in which event no
         party will have any legal or monetary obligation to the other. In the
         event of nonpayment of any other payment due from purchaser under this
         agreement, which remains unpaid for a period of ten (10) days after
         notice of nonpayment to Purchaser, all right, title and interest of
         Purchaser then existing in the Property will revert to Seller without
         further notice. The Seller, however, will not be limited to the remedy
         set forth herein but will be entitled to exercise each and every remedy
         available to it under law or under any other agreement with Purchaser.
         Seller will be entitled to retain all consideration received at the
         time of the default with reimbursement to the Purchaser.

7.2      Manufacturing - Purchaser agrees that it shall employ Seller as the
         sole and exclusive manufacturer of all products created from the
         Property, including but not limited to existing products and colors,
         together with new and derivative products and additional colors
         available in the future. The terms of the


                                                                    Exhibit 10.8
                                                             Page 11 of 15 Pages
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         manufacturing relationship are set forth in the Requirements Agreement,
         attached hereto.

                            ARTICLE 8 - MISCELLANEOUS

8.1      Brokers' and Finders' Fees. The Seller represents and warrants to the
         Purchaser, and the Purchaser represents and warrants to the Seller that
         all negotiations relative to this Agreement have been carried on by the
         parties directly without the intervention of any person who may be
         entitled to any brokerage of finder's fee or other commission in
         respect of this Agreement or the consummation of the transactions
         contemplated hereby, and the Seller agrees to indemnify and hold
         harmless the Seller, as the case may be, against any and all claims,
         losses, liabilities and expenses which may be asserted against or
         incurred by them as a result of either party's dealings, arrangements
         or agreements with any such person.

8.2      Expenses. Except as otherwise provided in this agreement, the parties
         shall pay their own expenses incidental to the preparation of this
         Agreement, the carrying out of the provisions of this Agreement and the
         consummation of the transactions contemplated hereby.

8.3      Entire Agreement. This Agreement sets forth the entire understanding of
         the parties with respect to the transactions contemplated hereby. It
         shall not be amended or modified except by written instrument duly
         executed by each of the parties hereto. Any and all previous agreements
         and understanding between or among the parties regarding the subject
         matter hereof, whether written or oral, are superceded by this
         Agreement.

8.4      Assignment and Binding Effect. Except as otherwise set forth in this
         agreement, neither the Seller nor the Purchaser shall assign this
         Agreement nor any part of it nor delegate any obligation imposed by
         this Agreement without the prior written consent of the other. All of
         the terms and provisions of this Agreement shall be binding upon and
         inure to the benefit of and be enforceable by the successors and
         assigns of the Seller and Purchaser.


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                                                             Page 12 of 15 Pages
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8.5      Seller's Right of Assignment. The Seller may assign the right to
         receive any payment due it under this Agreement to a third party,
         subject to all claims, setoffs and defenses of the Purchaser remaining
         unimpaired.

8.6      Waiver. Any term or provision of this Agreement may be waived at any
         time by the party or parties entitled to the benefit thereof by a
         written instrument duly executed by such party or parties.

8.7      Notices. Any notice, request, demand, waiver, consent, approval, or
         other communication which is required or permitted hereunder shall be
         in writing and shall be deemed given only if delivered or personally or
         sent by telegram or by fax or by registered or certified mail, postage
         prepaid to the parties at the addresses first listed above with a
         required copy to :

         Evan Sarzin, P.C.                  and   John Curtis, Attorney-At-Law
         40 Exchange Place - Suite 1300           3701 W. Northwest Hwy Ste 169B
         New York, NY 10005                       Dallas TX 75220
         Fax: 212-344-0794                        Fax:214-352-7051

         or to such other address as the addressee may have specified in a
         notice duly given to the sender as provided herein. Such notice,
         request, demand, waiver, consent, approval, or other communication will
         be deemed to have been given as of the date so delivered, telegraphed,
         faxed or mailed.

8.8      New York Law to Govern. This agreement shall be governed by and
         interpreted and enforced in accordance with the laws of the State of
         New York, except for the provisions addressing the issue of the
         conflict of laws.

8.9      Exclusive Jurisdiction. The parties consent and agree that the federal
         and state courts situated in the State of New York will have the
         exclusive jurisdiction over actions and proceedings by and between the
         parties. The parties consent to the jurisdiction of the State of New
         York in a county or district where venue is properly obtained.


                                                                    Exhibit 10.8
                                                             Page 13 of 15 Pages
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8.10     Service of Process. The parties agree that service of process by
         certified mail, return receipt requested and by first-class mail shall
         constitute personal service with respect to any action or proceeding
         between the parties.

8.11     No Adequate Legal Remedy. Purchaser acknowledges and agrees that in the
         event of its breach of sections 1.3.9, 4.1, or 7.2 will leave Seller
         without an adequate legal remedy. In the event of breach or an
         anticipated breach by Purchaser, Purchaser consents to the issuance of
         a temporary restraining order and preliminary injunction without
         requiring the posting of a bond or undertaking by Seller. In the event
         that Seller so established the said breach or anticipated breach,
         Purchaser will be obligated to pay all legal fees, costs and expenses
         incurred by Seller in the enforcement of the Agreement.

8.12     No Benefit to Others. The representations, warranties, covenants and
         agreements contained in this Agreement are for the sole benefit of the
         parties hereto, and their heirs, administrators, legal representatives,
         successors and assigns, and they shall not be construed as conferring
         any rights on any other persons.

8.13     Headings, Gender, and Person. All section headings contained in this
         Agreement are for convenience or reference only, do not form a part of
         this Agreement and shall not affect in any way the meaning or
         interpretation of this Agreement. Words used herein, regardless of the
         number and gender specifically used, shall be deemed and considered to
         include any other number, singular or plural, and any other gender,
         masculine, feminine, or neuter, as the context requires. Any reference
         to a "person" herein shall include an individual, firm, corporation,
         partnership, trust, governmental authority or body, association,,
         unincorporated organization or any other entity.

8.14     Exhibits. All Exhibits referred to herein are intended to be and hereby
         are specifically made a part of this Agreement.

8.15     Tax Consequences. No party to this Agreement, nor any of their
         officers, employees or agents, has made any representation or
         agreement, expressly implied, as to the tax consequences of the
         transactions contemplated by this Agreement or the tax consequences of
         any action pursuant to or arising out of this Agreement.


                                                                    Exhibit 10.8
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8.16     Severability. Any provision of this Agreement which is invalid or
         unenforceable in any jurisdiction shall be ineffective to the extent of
         such invalidity or unenforceability without invalidating or rendering
         unenforceable the remaining of the provisions hereof, and any such
         invalidity or unenforceability, in any jurisdiction shall not
         invalidate or render unenforceable such provision in any other
         jurisdiction.

8.17     Effective Date. The effective date of the complete agreement with all
         required exhibits will be the date upon which the fully executed copies
         of the Agreement have been exchanged by and between the parties.

8.18     Counterparts. This Agreement may be executed in any number of
         counterparts and any parties hereto may execute any such counterpart,
         each of which when executed and delivered shall be deemed to be an
         original and all of which counterparts taken together shall have been
         executed and delivered by the parties. It shall not be necessary in
         making proof of this Agreement or any counterpart hereof to produce or
         account for any of the other counterparts.

IN WITNESS WHEREOF, the parties have duly executed this Agreement on February
27, 2002.

LADY BURD EXCLUSIVE COSMETICS, INC.

By:
   -----------------
   Roberta Burd, President

SUMMIT ENVIRONMENTAL CORPORATION, INC.

By:
   -----------------
   Keith Parker, Chief Executive Officer



                                                                    Exhibit 10.8
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