FULLER,
        TUBB, POMEROY & STOKES

      A
        PROFESSIONAL CORPORATION

      ATTORNEYS
        AT LAW

      201
        ROBERT S. KERR AVENUE, SUITE 1000

      OKLAHOMA
        CITY, OK 73102

      
        	
                G.
                  M. FULLER
                  (1920-1999)

              	
                TELEPHONE
                  405-235-2575

              
	
                JERRY
                  TUBB

              	
                FACSIMILE
                  405-232-8384

              
	
                DAVID
                  POMEROY

              	 
	
                TERRY
                  STOKES

              	 
	
                     
                  _____

              	 
	 	 
	
                OF
                  COUNSEL:

              	
                THOMAS
                  J. KENAN E-MAIL:

              
	
                MICHAEL
                  A. BICKFORD

              	
                kenan@ftpslaw.com

              
	
                THOMAS
                  J. KENAN

              	 


      

      


      December
        1, 1999

       

      VIA
        FAX 414-571-6231

      


      


      Mohsen
        C.
        Amiran, President

      BioGenesis
        Enterprises, Inc.

      610
        West
        Rawson Avenue

      Oak
        Creek, WI 53154

      


      Dear
        Dr.
        Amiran:

      


      I
        represent Summit Environmental Corporation, Inc.

      


      With
        reference to the July 29, 1999 Amendment Six to Letter of Intent between
        BioGenesis and Summit Technologies; Keith Parker’s letter to you of November 30,
        1999 enclosing a check in the amount of $100,000; and the letter to Summit
        of
        November 30, 1999, sent by Turner, Jones & Associates, p.c., please be
        advised as follows:

      


      The
        proposal set forth by Mr. Rexroad contemplates the issuance to BioGenesis
        of
        875,000 “unrestricted and freely marketable” shares of Summit common stock. This
        cannot be done without registering the shares with the U.S. Securities and
        Exchange Commission, and such registration could not be completed by year
        end.
        Mr. Rexroad perhaps assumed that Keith Parker could provide these shares
        from
        those that he owns. But transfers for value by an affiliate, such as Mr.
        Parker,
        directly to another person and not through the impersonal mechanism of Rule
        144
        result in the transferee’s receiving restricted securities - even if the
        securities are unrestricted in the hands of the
        affiliate-transferor.

      


      Summit
        is
        willing to accept this counter-offer provided (1) the 875,000 shares will
        be
        restricted securities and will be delivered three business days after we
        reach
        an agreement, and (2) the additional $100,000 will be sent to BioGenesis
        by
        FedEx the day we reach an agreement.

      


      
        
          Exhibit
            10.11

           

        

        
           

          
            

          

        

        
           

        

      

      BioGenesis
        will be obtaining shares of Summit common stock at a 20 percent discount
        from
        the price Summit is receiving in its private placement and a discount of
        approximately 47 percent from the $0.75 price Summit’s stock is trading at
        today. Summit certainly agrees that BioGenesis is entitled to this compensation
        for the delays in receiving Summit’s payment.

      


      The
        option to repurchase the shares at $0.45 or $0.50 described in Mr. Rexroad’s
        letter is acceptable.

      


      Please
        sign below if the above is an acceptable resolution of this matter.

      


      
        	 	
                Sincerely,

              
	 	 
	 	
                /s/
                  Thomas J. Kenan

              
	 	 
	 	
                Thomas
                  J. Kenan

              
	 	
                e-mail:
                  kenan@ftpslaw.com

              


      

      TJK:sa

      


      cc: B.
        Keith
        Parker

      


      ACCEPTED:
        December __, 1999

      


      BIOGENESIS
        ENTERPRISES, INC. 

      


      /s/
        Mohsen C. Amiran


      By          

      Mohsen
        C.
        Amiran, President

      


      Gentlemen:
        Summit will agree to file a registration statement with the SEC on or before
        January 31, 2000 for the purpose of registering for resale the 875,000 shares
        described above. Please advise if we have an agreement by signing above and
        below. Regards, Thomas J. Kenan

      


      BIOGENESIS
        ENTERPRISES, INC.,

      


      /s/
        Mohsen C. Amiran

      


      By          

      Mohsen
        C.
        Amiran, President

       

      
        
          Exhibit
            10.11