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                                                                    EXHIBIT 10.9

AGREEMENT dated May 1, 2002, between LADY BURD EXCLUSIVE COSMETICS, INC., 44
Executive Boulevard, Farmingdale, New York 11753 ("LADY BURD"); and SUMMIT
ENVIRONMENTAL CORP. INC, 521 Delia Drive, Longview, Texas 75601 ("SUMMIT").

WHEREAS, LADY BURD is the manufacturer of cosmetics sold on a private label
basis; and

WHEREAS, SUMMIT seeks to be an agent of LADY BURD'S products in the Dallas-Fort
Worth, Texas metropolitan area; and

WHEREAS, the parties having now reached an agreement upon the terms and
conditions of their agreement, and now intend to set forth those terms in
writing:

NOW, it is therefore agreed:

1.       Relationship: LADY BURD hereby appoints SUMMIT as its exclusive sales
         agent within the Territory described. This appointment follows the
         terms and conditions set forth in this agreement, for the solicitation
         and acceptance of orders for the described products.

2.       Territory: The sales territory is all of the states and territories of
         the United States.

3.       Rights of Agent: Summit will have the exclusive right to solicit and
         take orders for new customers within the territory for all products
         manufactured by LADY BURD.

4.       PRICES; CREDIT; ORDER TERMS; CONFORMATION:

         a.       SUMMIT will solicit and take orders at prices specified by
                  LADY BURD.

         b.       Orders taken by SUMMIT will not be binding upon LADY BURD
                  unless and until LADY BURD has accepted the order, terms of
                  payment, and creditworthiness of the customer.

5.       COMMISSIONS:

         a.       Unless otherwise stated, LADY BURD will pay commission on all
                  uncancelled customer orders received from the territory, at a
                  rate equal to 15-20%* percent of the selling price.
                  Commissions will be paid to the agent on a monthly basis upon
                  orders for which LADY BURD has received full payment. (* 20 %
                  due upon attaining $50,000 in sales orders in any given
                  month.)

         b.       LADY BURD will have the right to establish a reserve of not
                  greater than fifteen (15%) percent of payable commissions
                  against returns. Reserves, if established, will be reconciled
                  by LADY BURD not later than 1 year after the reserve is
                  established.

         c.       SUMMIT will not be entitled to commission on sales to
                  customers who have ordered LADY BURD merchandise at any time
                  prior to the making of this agreement.

6.       SUMMIT'S OBLIGATIONS; REPRESENTATIONS:

         a.       During the term of this agreement, SUMMIT will not become
                  interested in, sell or offer for sale any product that
                  competes with the products of


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                  LADY BURD or that would conflict with the best interests of
                  LADY BURD.

         b.       SUMMIT would not use for any purpose the LADY BURD name, LADY
                  BURD product name, images, trademark, trade names or product
                  descriptions in any advertising or printed or published or
                  electronically displayed material, without the prior written
                  consent of LADY BURD.

         c.       Seller represents that in entering into and performing this
                  agreement, it is not in breach of any agreement with any other
                  party or doing anything which would be actionable by a third
                  party under the statutes or common law of the United States or
                  any state thereof.

         d.       SUMMIT agrees to indemnify, defend and paying for by providing
                  a defense by counsel of LADY BURD's choice, and hold LADY BURD
                  harmless against any and all claims, actions, proceedings,
                  hearings, mediation, arbitrations, administrative proceedings,
                  legal fees, disbursements, travel expenses, and any and all
                  other charges of any kind and nature asserted against LADY
                  BURD arising out of the alleged acts or omissions of SUMMIT.

         e.       Any cost or sum which LADY BURD is caused to incur by reason
                  of SUMMIT's failure to meet its obligation under the above
                  paragraph may be set off by LADY BURD from commissions due to
                  SUMMIT.

         f.       SUMMIT is and will be responsible for all of its own
                  administrative and sales expenses, including but not limited
                  to showroom, trade show, office, transportation, automobile,
                  insurance, telecommunications and all other costs of
                  conducting its business.

7.       Term; Termination:

         a.       This agreement will be for a term of one (1) year from the
                  date hereof. This agreement will be renewable for successive
                  one (1) year periods unless sooner terminated by either party
                  pursuant to the terms of this agreement.

         b.       Either party may terminate this agreement without cause upon
                  not less than sixty (60) days notice to the other party.

         c.       Either party may terminate this agreement for cause
                  immediately after written notice to the other party.

         d.       For purposes of this agreement, "For cause" means a) a breach
                  of or failure to perform any obligations under this agreement;
                  b) any act by a party that would cause to bring disrepute to
                  it or to the other party c) its officers, directors, or sales
                  representatives filing for protection under the bankruptcy
                  laws of the United States or under the law of any state; c)
                  the commission of a crime.

8.       CONFIDENTIAL INFORMATION:

         a.       LADY BURD has developed and maintains confidential information
                  including but not limited to customer lists, customer
                  requirements, customer names, and addresses; customer order
                  history and pricing; information containing secret processes;
                  machines, components, inventions, creations, systems, designs,
                  materials and software; manufacturing, production and assembly
                  techniques, packaging design



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                  and techniques, formulas, laboratory data and testing, pending
                  patent applications compositions, improvements, ideas,
                  inventions, clauses, specifications, or acts relating to LADY
                  BURD's products and services; and financing plans, financial
                  projections and other business information related to present
                  or prospective business activities of LADY BURD. All
                  information and all documents, records, notebooks, drawings,
                  photographs and any repositories or representations of such
                  information are hereinafter referred to as "Confidential
                  Information."

         b.       To the extent LADY BURD makes available any Confidential
                  Information to SUMMIT for any purpose, SUMMIT will hold such
                  Confidential Information in confidence and will not divulge
                  it, in whole or in part, to any third party, except in
                  confidence to those of its employees, if any, who require
                  knowledge of such Confidential Information for the purpose of
                  making sales of LADY BURD's products. Each of said employees
                  first must agree in writing to abide by the terms of this
                  agreement to maintain confidentiality of LADY BURD's
                  Confidential Information. This duty will survive the
                  termination of this agreement.

         c.       SUMMIT will surrender to LADY BURD all Confidential
                  Information, documents, records, notebooks, drawings,
                  photographs, digital version of same, as well as all copies in
                  its possession, of any of the Confidential Information upon
                  demand by LADY BURD or notice of termination of this
                  agreement, whichever first occurs.

         d.       SUMMIT will be liable to LADY BURD for any and all damages
                  caused by the violation of SUMMIT to its employees to LADY
                  BURD for all costs, expenses and legal fees incurred by LADY
                  BURD to enforce the covenant of confidentiality against
                  SUMMIT, its employees or any third party.

9.       POST-TERMINATION OBLIGATIONS OF SUMMIT:

         a.       For a period of twelve months, following termination of this
                  agreement, SUMMIT agrees that it will not, directly or
                  indirectly contact, solicit cosmetic sales or accept cosmetic
                  orders from any customer to whom LADY BURD has made a sale
                  within a period of twelve months prior to the date of
                  termination of this agreement.

         b.       For a period of twelve months following the termination of
                  this agreement, SUMMIT agrees that it will not, directly or
                  indirectly, do business in the territory in competition with
                  the business of LADY BURD.

         c.       SUMMIT recognizes that immediate and irreparable harm will
                  result to LADY BURD if SUMMIT breaches any of the terms and
                  conditions of paragraphs 8 and 9 of this agreement, and,
                  accordingly, SUMMIT consents to entry of temporary,
                  preliminary and permanent injunctive relief by any court of
                  competent jurisdiction against it to restrain such breach, in
                  addition to any other remedies or claims for money damages
                  that LADY BURD may seek. SUMMIT agrees to render an equitable
                  accounting of all earnings, profits and other benefits arising
                  from such violations and to pay all costs and counsel fees
                  incurred by LADY BURD in enforcing this agreement.


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         d.       The existence of a claim or cause of action by SUMMIT against
                  LADY BURD of any type and for any reason whatsoever, whether
                  predicated upon this agreement or otherwise, will not
                  constitute a defense by LADY BURD to the enforcement of this
                  covenant.

10.      CONTROLLING LAW: This agreement was entered into and will be
         interpreted within the laws of the State of New York.

11.      JURISDICTION: The parties agree that the federal and states courts
         situated in the state of New York.

12.      SERVICE OF PROCESS: For purposes of this agreement service of legal
         papers by certified mail, return receipt requested upon the parties at
         the addresses listed in this agreement.

13.      NOTICE: For purposes of this agreement, written notice sent by
         certified mail, return receipt requested, will constitute valid notice.
         Notice will be deemed effective five (5) days after the delivery of the
         notice to the United States Postal Service.

14.      ENTIRE AGREEMENT: This agreement constitutes the complete and entire
         understanding of the parties and supersedes any and all oral or written
         representations, understandings or agreements between the parties. This
         agreement may not be modified except in a writing signed by both
         parties.

15.      BINDING EFFECT: This agreement is binding upon the parties, their
         heirs, successors or assigns.

         IN WITNESS WHEREOF, the parties have executed this agreement on the
         date first above written.

                                    LADY BURD EXCLUSIVE COSMETICS, INC.

                                    By: /s/ Roberta Burd
                                       -----------------

                                    SUMMIT ENVIRONMENTAL CORPORATION, INC.

                                    By: /s/ Paula Parker, Vice President
                                       ---------------------------------


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