SUMMIT LIFE CORPORATION
                                3021 Epperly Dr.
                            Del City, Oklahoma 73115

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            To Be Held June 13, 2002

TO OUR STOCKHOLDERS:

         The 2002 Annual Meeting of Stockholders of Summit Life Corporation,  an
Oklahoma  corporation  (the  "Company"),  will  be held  at the  offices  of the
Company,  3021 Epperly Dr., Del City, Oklahoma, on June 13, 2002, at 10:00 a.m.,
local time, for the following purposes:

1.       To elect two directors;

2.       To consider a proposal to ratify the appointment of Gary Skibicki, CPA,
         PC, as independent auditor of the Company for 2002; and

3.       To transact such other  business as may properly come before the Annual
         Meeting or any adjournment thereof.

         Stockholders  of record at the close of  business on April 30, 2002 are
entitled to notice of and to vote at the Annual Meeting.  A complete list of the
stockholders  entitled  to vote at the  Annual  Meeting  will be  available  for
examination  by any  stockholder  at the  Company's  executive  offices,  during
ordinary  business hours,  for a period of at least ten days prior to the Annual
Meeting.

         The accompanying  Proxy Statement  contains  information  regarding the
matters to be considered at the Annual Meeting.  For reasons  outlined  therein,
the Board of Directors recommends a vote "FOR" the matters being voted upon.

         YOUR  PROXY IS  IMPORTANT  TO  ASSURE A QUORUM AT THE  ANNUAL  MEETING.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING,  PLEASE BE SURE THAT THE
ENCLOSED PROXY IS PROPERLY  COMPLETED,  DATED, SIGNED AND RETURNED WITHOUT DELAY
IN THE ENCLOSED ENVELOPE. IT REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

                     BY ORDER OF THE BOARD OF DIRECTORS,



                     James L. Smith,
                     Chairman of the Board of Directors, Chief Executive Officer
                     and Secretary

Del City, Oklahoma
April 30, 2002




                             SUMMIT LIFE CORPORATION
--------------------------------------------------------------------------------

                                 PROXY STATEMENT
--------------------------------------------------------------------------------

                         ANNUAL MEETING OF STOCKHOLDERS
                           To Be Held On June 13, 2002

                               GENERAL INFORMATION

         This Proxy Statement is furnished in connection  with the  solicitation
of proxies by the Board of  Directors of Summit Life  Corporation.,  an Oklahoma
corporation  (the  "Company"),  for use at the Annual Meeting of Stockholders of
the Company (the "Annual Meeting") to be held on the date, at the time and place
and for the purposes set forth in the  accompanying  Notice of Annual Meeting of
Stockholders, and any adjournment of the Annual Meeting.

         This Proxy  Statement and  accompanying  form of proxy,  along with the
Company's  Annual Report for its fiscal year ended  December 31, 2001, are first
being mailed to holders of the Company's  common stock on or about May 15, 2002.
Please  refer to the Annual  Report for  financial  information  concerning  the
activities of the Company.

         The Board of  Directors  has  established  April 30, 2002 as the record
date (the "Record Date") to determine  stockholders entitled to notice of and to
vote at the  Annual  Meeting.  At the  close of  business  on the  Record  Date,
2,248,605 shares of common stock were issued and outstanding, and 422,200 shares
of common  stock  were  subscribed  and  unissued  but  deemed to be issued  and
outstanding.  Each share is entitled  to one vote.  The holders of a majority of
the outstanding  common stock,  present in person or by proxy, will constitute a
quorum for the transaction of business at the Annual Meeting.

         Each proxy that is properly  signed,  dated and returned to the Company
in time for the Annual  Meeting,  and not revoked,  will be voted in  accordance
with  instructions  contained  therein.  If no contrary  instructions are given,
proxies  will be voted "FOR" each of the  proposals  submitted  to a vote of the
stockholders.  You may revoke  your proxy at any time prior to its  exercise  by
delivering  a  written  notice  of  revocation  or a later  dated  proxy  to the
Secretary of the Company or, if you are present at the Annual  Meeting,  you may
revoke your proxy and vote in person.

         Election  of the  director  nominees  will be by  plurality  vote.  The
Company's  Secretary will appoint an inspector of election to tabulate all votes
and to certify  the  results of all  matters  voted upon at the Annual  Meeting.
Votes withheld from nominees for director, abstentions and broker non-votes will
be counted for purposes of determining whether a quorum has been reached.  Votes
withheld from nominees for director and  abstentions  on proposals have the same
effect as votes against them.  Broker non-votes have no effect on the outcome of
the election of directors or other proposals.

         The  Company  will bear the cost of  soliciting  the  enclosed  form of
proxy. In addition to solicitation by mail, officers, employees or agents of the
Company may solicit proxies personally,  or by telephone,  telegraph,  facsimile


                                        1


transmission or other means of communication. The Company will request banks and
brokers or other similar agents or fiduciaries to transmit the proxy material to
the beneficial owners for their voting  instructions and will reimburse them for
their expenses in so doing.

                              ELECTION OF DIRECTORS

                               (PROXY ITEM NO. 1)

         Pursuant  to  provisions   of  the   Company's   Amended  and  Restated
Certificate of Incorporation  (the "Certificate of  Incorporation")  and Bylaws,
the  Board of  Directors  has  fixed  the  number  of  directors  at  five.  The
Certificate  of  Incorporation  provides for three classes of directors  serving
staggered  three-year  terms, with each class to be as nearly equal in number as
possible.   Currently,   the  Board  of  Directors  consists  of  the  following
individuals:  Charles L. Smith and Thomas D.  Sanders,  Class 1  directors  with
terms expiring at the 2002 annual meeting;  Gary L. Ellis, Class 3 director with
a term  expiring  at the 2003  annual  meeting;  and James L.  Smith and M. Dean
Brown,  Class 2 directors  with terms expiring at the 2004 annual  meeting.  The
Board of Directors has nominated Charles L. Smith and Thomas D. Sanders as Class
1  directors  for terms  expiring at the 2005  annual  meeting,  and until their
successors  are elected  and  qualified.  Proxies  cannot be voted for a greater
number of persons than the number of nominees  named.  Other  directors  who are
remaining on the Board will continue in office in accordance with their previous
elections  until  the  expiration  of their  terms  at the  2003 or 2004  annual
meeting, as the case may be.

         The  Board of  Directors  recommends  a vote  "FOR"  the  nominees  for
election to the Board of Directors for the term so specified.

         It is the  intention of the persons named in the enclosed form of proxy
to vote such proxy for the  election of the nominees  named above.  The Board of
Directors  expects that the nominees  will be available for election but, in the
event such  nominees are not so  available,  proxies  received will be voted for
substitute nominees to be designated by the Board of Directors.

                  INFORMATION REGARDING NOMINEES AND DIRECTORS

         The following information is furnished for each person who is nominated
for  election as a director or who is  continuing  to serve as a director of the
Company after the Annual Meeting:

Nominees for Election as Class 1 Directors for Term Expiring in 2005

         Charles L.  Smith,  age 42,  co-founded  the  Company in April 1994 and
served as Director,  Vice President,  Secretary and Treasurer from the Company's
inception  in 1994 until  April 1998,  at which time he was  elected  President,
Chief Operating Officer and a director of the Company.  Mr. Smith also serves as
President of Great Midwest Life Insurance  Company,  the Company's  wholly owned
subsidiary.  Mr. Smith served as Chairman and  President of Charles L. Smith and
Associates,  Inc.  from 1989 until  April  1994,  when it merged  with the Smith
Agency, an Oklahoma licensed insurance agency. Mr. Smith is Vice President and a
director of the Smith  Agency.  Mr.  Smith has been  involved  in the  insurance
industry for over 17 years. Mr. Smith is the son of James L. Smith,  Chairman of
the Board, Chief Executive Officer and Secretary of the Company.

         Thomas D. Sanders,  age 62, has served as a director  since April 1997.
He served as the Executive  Vice President of Marketing for the Lomas Life Group
from 1986 to 1990 and as  Executive  Vice  President  for Union  Life  Insurance
Company between 1978 and 1990. Mr. Sanders  currently  serves as Chief Executive
Officer  and  director of ReUnion  Marketing,  Inc. He is a graduate of Oklahoma
State University.

Directors Not Standing for Re-election

         James L. Smith, age 62, co-founded the Company in April 1994 and served
as Chairman of the Board of Directors,  President and Chief Executive Officer of
the Company  until April 1998,  at which time he was elected its Chairman of the
Board and Chief Executive Officer. Mr. Smith was elected the Company's Secretary
in 2001.  Mr.  Smith has served as  Chairman of the Board and  President  of the


                                       2


Smith Agency, an Oklahoma licensed insurance agency since 1980. Mr. Smith earned
the designation of Chartered Life Underwriter and Chartered Financial Consultant
from the American College in Bryn Mawr, Pennsylvania. Mr. Smith retired from the
Army Reserves as the Assistant  Division  Commander of the 95th  Division,  Army
Reserves,  at the rank of Colonel  (Brigadier  General upon  Mobilization).  Mr.
Smith is the father of Charles L. Smith,  President and Chief Operating  Officer
of the Company.

         M. Dean Brown,  age 77, has served as director since April 1997.  Prior
to Mr. Brown's  retirement in December 1997, he practiced law at the law firm of
Green,  Brown and Stark, an Oklahoma City law firm. He holds a bachelors  degree
from the  University  of Oklahoma and earned his Juris Doctor from Oklahoma City
University. Mr. Brown is also a certified public accountant.

         Gary L.  Ellis,  age 58, has served  the  Company in several  positions
since 1994.  From 1994 until 1997, Mr. Ellis served  variously as Vice President
and President of Equity Mortgage  Services,  Inc., a wholly owned  subsidiary of
the Company  until its merger with the Company in late 1997.  Subsequent  to the
merger,  Mr.  Ellis was  appointed  Vice  President-Mortgage  Operations  of the
Company and served in such capacity until  Decenber 1998.  Since 1988, Mr. Ellis
has also owned and operated Gary L. Ellis & Associates,  which  provides tax and
accounting  services.  Mr.  Ellis  graduated  from  Oklahoma  University  with a
bachelors degree.

                               EXECUTIVE OFFICERS

         The executive  officers of the Company  include  James L. Smith,  Chief
Executive Officer and Secretary of the Company; and Charles L. Smith,  President
and Chief Operating Officer of the Company.  Information about Messrs. Smith and
Smith,  both of whom are also  directors,  is presented  above under the heading
"INFORMATION REGARDING NOMINEES AND DIRECTORS."

                          KEY EMPLOYEES AND CONSULTANTS

         The Company  outsources  its  controller  function  and,  during  2001,
retained  Quinton  L.  Hiebert  to act  as the  Company's  controller.  In  such
capacity,  Mr. Hiebert also serves as the Company's  Chief  Accounting  Officer.
Information respecting Mr. Hiebert is set forth below:

         Quinton L.  Hiebert,  age 43, is  employed by the Company on a contract
basis  to  provide  services  to the  Company  as its  Controller.  Mr.  Hiebert
previously was employed by the Company from 1996 to 2002, and served as its Vice
President,  Chief  Financial  Officer and  Secretary  from April 1998 to January
2002.  From  October  1989 to March 1996,  he was  employed  as Chief  Financial
Analyst at the Oklahoma  Department of Insurance.  Mr. Hiebert holds a bachelors
degree  from  Bethel  College,  Kansas  and earned  his MBA from  Emporia  State
University,  Kansas. Mr. Hiebert is a certified public accountant  employed with
Mann & Associates, Certified Public Accountants, of Norman, Oklahoma.

                    THE BOARD OF DIRECTORS AND ITS COMMITTEES

         The Board of Directors  held six meetings  during the Company's  fiscal
year ended December 31, 2001. The Board of Directors has a standing Compensation
Committee  and an  Audit  Committee.  The  Board  of  Directors  does not have a
nominating committee.

         The  Compensation   Committee's   functions  include  determining  base
salaries,  annual  incentive bonus awards and other  compensation  awards to the
executive  officers  of the  Company.  Bonus  amounts  earned  are  based on the
attainment of budgeted  performance and asset quality goals, as determined by an
objective  review of the degree of attainment of such goals,  as well as both an
objective  and  subjective   review  of  the  respective   executive   officer's
contribution thereto. Individual goals are established by the Board of Directors
in consultation with each executive.

         Mr.  James L. Smith serves as Chairman of the  Compensation  Committee,
and Messers Brown and Sanders  comprise the  remaining  committee  members.  The
Compensation Committee met once during 2001.


                                       3




         The Audit  Committee  assists  the Board of  Directors  in its  general
oversight of the  Company's  financial  reporting,  internal  controls and audit
functions.  The Audit Committee Charter was adopted by the Board of Directors on
March 8, 2001 and  included  as Appendix A to the Proxy  Statement  for the 2001
Annual Meeting of Stockholders.  The Audit Committee, which is composed of James
L. Smith, M. Dean Brown and Thomas D. Sanders, met once on a formal basis during
2001,  although it operated on an informal  basis  throughout  the year  through
discussions and actions at regular Board meetings and through conversations with
management  and the other  directors.  A  majority  of the  members of the Audit
Committee  are  independent  directors,  as defined in Rule  4200(a)(15)  of the
Nasdaq  Stock  Market,  Inc. For further  information,  see "REPORT OF THE AUDIT
COMMITTEE" on page 7.

         Each  director  attended  at least  75% of the  total  number  of Board
meetings held while serving as a director  during fiscal year 2001, and at least
75% of the total number of committee  meetings held while serving as a member of
such committee during fiscal year 2001.

         SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

         The table  below  sets  forth,  as of April 30,  2002,  the  number and
percentage of outstanding  shares of common stock beneficially owned by (i) each
person who is known by the Company to be the beneficial owner of more than 5% of
the  Company's  Common  Stock  which  is the  Company's  only  class  of  voting
securities,  (ii) each of the Company's  directors,  (iii) the executive officer
listed  in  the  Summary   Compensation   Table  set  forth   under   "EXECUTIVE
COMPENSATION," and (iv) all directors and executive officers of the Company as a
group. At the close of business on the Record Date,  2,248,605  shares of common
stock were  issued and  outstanding,  and  422,200  shares of common  stock were
subscribed and unissued but deemed to be issued and outstanding.

                                                                   Common Stock
                                                 --------------------------------------------------
Name of Beneficial Holder *                           Number of Shares   Percent of Class
-------------------------                             ----------------   ----------------
                                                                   
James L. Smith** (1)                                         693,485            25.97%

Charles L. Smith** (1)                                       691,735            25.90%

Dean Brown ** (1)                                            100,963             3.78%

Thomas D. Sanders ** (1)                                       2,318             (2)

Gary L. Ellis ** (1)                                           1,532             (2)

All executive officers and directors as a group
(5 persons)                                                1,490,033            55.79%
--------------------------



*        Unless  otherwise  noted,  the persons named above have sole voting and
         investment power with respect to the indicated shares.
**       Director
(1)      Address is c/o Summit Life  Corporation,  3021 Epperly Drive,  P.O. Box
         15808, Del City, Oklahoma 73155.
(2)      Less than 1%.

Compliance with Section 16(a) Beneficial Ownership Reporting Requirements

         Section 16(a) of the  Securities  and Exchange Act of 1934 requires the
Company's directors and executive officers and any persons who own more than 10%
of a  registered  class of the  Company's  equity  securities  to file  with the
Securities and Exchange  Commission  ("SEC") reports of ownership and subsequent
changes  in  ownership  of common  stock and other  securities  of the  Company.
Officers,  directors  and  greater  than 10%  stockholders  are  required by SEC
regulation  to furnish the Company  with copies of all Section  16(a) forms they
file.  Based  solely on review of the copies of such  reports  furnished  to the
Company or written  representations  that no other  reports were  required,  the
Company  believes  that during 2001 all filing  requirements  applicable  to its
officers, directors and greater than 10% beneficial owners were met.


                                       4


                             EXECUTIVE COMPENSATION

         Set forth in the following table is information as to the  compensation
paid to the Company's Chief Executive  Officer for each of the three years ended
December 31, 2001.  No officer or director of the Company  received,  during the
year ended December 31, 2001, total compensation in excess of $100,000.

Summary Compensation Table


                                                           Annual Compensation
                                                           -------------------
Name and Principal Position                      Year      Salary        Other
---------------------------                      ----      ------        -----
James L. Smith, Chairman of the Board,
   Chief Executive Officer and Secretary         2001       12,000     1,800 (1)
                                                 2000       12,000     3,431 (1)
                                                 1999       12,000     3,326 (1)

(1)      Represents  compensation  attributable  to Mr. Smith in connection with
         country club dues paid by the Company for the benefit of Mr. Smith.

Stock Options Granted in Fiscal 2001

         The  Company  does not have a stock  option  plan,  nor have any  stock
options been granted by the Company outside a plan.

Employment Agreements

         In April 1997,  the Company  entered into  employment  agreements  with
James L. Smith and Charles L. Smith,  the Company's Chief Executive  Officer and
President,  respectively. The employment agreements provide, among other things,
for six-year terms, base and maximum salaries, salary increases subject to Board
of Directors  approval,  annual  bonuses and  benefits.  For 2001,  the Board of
Directors approved base salaries to James L. Smith of $12,000, and to Charles L.
Smith of $72,000. The amount of any bonus compensation payable to James L. Smith
or Charles L. Smith is determined by the Compensation  Committee of the Board of
Directors,  in  accordance  with  criteria  set  by  such  committee;  no  bonus
compensation was granted for 2001.

         The agreements may be terminated by mutual agreement, by the Company at
its sole discretion  without cause, or by the Company for cause, as defined.  If
the  agreements  are  terminated  for cause,  severance  payments of $50,000 are
payable to each  employee.  If the  agreements  are  terminated  without  cause,
severance  payments to each employee  will be  equivalent to the maximum  salary
over the term of the agreement less amounts  previously  paid, but not less than
$360,000 for Charles L. Smith and $450,000 for James L. Smith.

Directors' Compensation

         Directors of the Company are paid an annual stipend of $1,200 and a fee
of  $100  for  each  meeting  attended.   Additionally,  all  directors  receive
reimbursement of reasonable  expenses  incurred in attending Board and Committee
meetings and otherwise carrying out their duties.

Certain Transactions

         Both James L. Smith and Charles L. Smith,  as the original  founders of
the Company,  are considered  "promoters" of the Company as such term is defined
under the Securities  Act. The Company  believes that any  transactions  entered
into between the Company and such  persons have been on terms no less  favorable
to the Company as those generally available from unaffiliated third parties. All
such  transactions  have been  unanimously  approved  by the Board of  Directors
which,  during 2001,  included two  independent,  nonaffiliated  directors.  All


                                       5


future  affiliated  transactions and loans will be made or entered into on terms
that are no less  favorable to the Company than those that can be obtained  from
unaffiliated  third parties and, in any event, must be approved by a majority of
the Company's independent directors.

                       RATIFICATION OF INDEPENDENT AUDITOR

                               (PROXY ITEM NO. 2)

         The Board of Directors  has  selected  Gary  Skibicki,  CPA, PC, as the
Company's  independent  auditor for 2002. Gary Skibicki,  CPA, PC, has served as
the Company's  independent auditor since 2001. If the stockholders do not ratify
the selection of Gary Skibicki,  CPA, PC, as the Company's  independent auditor,
the Audit Committee and the Board will reconsider the appointment. However, even
if the  stockholders  ratify  the  selection,  the Board may still  appoint  new
independent  auditors at any time  during the year if it believes  that a change
would  be in  the  Company's  best  interests  and  the  best  interest  of  its
shareholders.

         The  Audit  Committee  reviews  audit  and,  if  applicable,  non-audit
services  performed  by Gary  Skibicki,  CPA, PC, as well as the fees charged by
such firm for such  services.  In its review of any non-audit  service fees, the
Audit  Committee  considers,  among other  things,  the  possible  effect of the
performance  of  such  services  on  the  auditor's   independence.   Additional
information  concerning  the  Audit  Committee  and  its  activities  with  Gary
Skibicki,  CPA,  PC,  can be  found  in the  following  sections  of this  proxy
statement: "THE BOARD OF DIRECTORS AND ITS COMMITTEES"  and "REPORT OF THE AUDIT
COMMITTEE".

         A  representative  of Gary  Skibicki,  CPA,  PC, will be present at the
Annual  Meeting  to  answer  questions.  The  representative  will also have the
opportunity to make a statement if he wishes.


Fees Paid to Gary Skibicki, CPA, PC

         The  following  table shows the fees paid or accrued by the Company for
the audit and other services provided by Gary Skibicki,  CPA, PC for fiscal year
2001.

Audit Fees                                                              $15,000
Financial Information Systems Design and Implementation Fees               --
All Other Fees                                                             --
         Total                                                          $15,000

Recommendation of the Board

         The Board of Directors  recommends you vote FOR the ratification of the
selection of Gary Skibicki,  CPA, PC, as the Company's  independent  auditor for
the ensuing year.

Changes In and  Disagreements  with  Accountants  on  Accounting  and  Financial
Disclosure

         In June 2001, the Company's Board of Directors dismissed Grant Thornton
LLP as the Company's  independent  accountants  and appointed Gary Skibicki CPA,
P.C. as the Company's independent accountant.

         The reports of Grant Thornton LLP on the Company's consolidated
financial statements as of and for the years ended December 31, 2000 and 1999
did not contain any adverse opinion or disclaimer of opinion, and neither report
was qualified or modified as to uncertainty, audit scope or accounting
principles.

         The decision to change  independent  accountants was recommended by the
Company's Audit  Committee,  and approved by the Company's Board of Directors on
June 29, 2001.


                                       6


         During the two most  recent  fiscal  years and through the date of this
report,  the  Company has not had any  disagreements  with Grant  Thornton  LLP,
except  as set  forth  below in this  paragraph,  on any  matter  of  accounting
principles or practices,  financial  statement  disclosure or auditing  scope or
procedure,  which disagreement(s),  if not resolved to the satisfaction of Grant
Thornton LLP would have caused Grant Thornton LLP to make  reference  thereto in
their report on the  consolidated  financial  statements of the Company for such
periods.  During the two most recent  fiscal  years and through the date of this
report,  the Company has had one disagreement  with Grant Thornton LLP regarding
the Company recording a gain on the March 6, 2001 sale of a communications  site
lease  agreement  (the  "Lease  Agreement").  The  Company  interpreted  certain
provisions relating to Statement of Financial Accounting Standards ("FAS") 13 to
allow  the  recording  of a gain on the sale of the  Lease  Agreement  as of the
effective date of the sale in the amount of $186,000 because the Company did not
retain any ownership in the lease  revenue  stream and the buyer had no recourse
against the Company if the lease revenue stream did not continue. Grant Thornton
LLP's  review  of the  transaction  indicated  that the Lease  Agreement  was an
operating lease and that pursuant to FAS 13 paragraph 22, the sale or assignment
by the lessor of lease payments due under an operating lease should be accounted
for as a borrowing.  As such,  Grant Thornton LLP  recommended  that the Company
record the sale of the Lease  Agreement as a borrowing as of the effective  date
of the sale.

         The  Company's  Audit  Committee  was informed of the  disagreement  by
letter from Grant  Thornton  LLP.  After  considerable  discussion,  the Company
accepted the  recommendations  of Grant Thornton LLP and did not record the gain
as of the  effective  date of the sale of the Lease  Agreement.  The  matter was
resolved to the satisfaction of Grant Thornton LLP. The discussions  between the
Company and Grant Thornton LLP covered the accounting  principles and literature
related to the different types of leases and revenue recognition.  The effect on
the Company's first quarter financial  statements was to eliminate $186,000 from
income and record a like amount as a liability.

         The  Company,  during the course of  evaluating  Grant  Thornton  LLP's
recommendation,  discussed  the  recording  of the gain on the sale of the Lease
Agreement  with Gary Skibicki CPA, PC. The  discussions  between the Company and
Gary Skibicki CPA, PC covered the accounting  principles and literature  related
to the different types of leases and revenue recognition.  Gary Skibicki CPA, PC
concurred with the recommendations of Grant Thornton LLP regarding the manner in
which the sale should be recorded and, as stated above, the Company recorded the
sale  of  the  Lease   Agreement   as  a  borrowing  in   accordance   with  the
recommendations of Grant Thornton LLP. The Company authorized Grant Thornton LLP
to respond fully to inquiries of Gary  Skibicki  CPA, PC,  regarding the subject
matter of the disagreement.

         The  Company  has  requested  Gary  Skibicki  CPA,  PC  to  review  the
disclosure  contained  herein and Gary Skibicki CPA, PC has informed the Company
that it concurs with the disclosure concerning such accounting firm.

         Other than the disagreement  set forth above,  during the Company's two
most recent  fiscal years and through the date of this  report,  the Company has
not had any reportable  events as defined in Item 304 (a) (l) (iv) of Regulation
S-B and  there  has not been a  transaction  similar  to the  sale of the  Lease
Agreement  during the two most recent  fiscal  years or the  subsequent  interim
period.

         The Company  requested that Grant Thornton LLP furnish it with a letter
addressed to the Securities and Exchange  Commission  stating  whether it agrees
with the above statements.  A copy of the letter dated July 13, 2001 is filed as
Exhibit 16 to Form 8-K/A filed on July 13, 2001.

                          REPORT OF THE AUDIT COMMITTEE

         The Securities and Exchange Commission rules now require the Company to
include in its proxy statement a report from the Audit Committee of the Board of
Directors.  The following report concerns the Committee's  activities  regarding
oversight of the company's financial reporting and auditing process.

         The Audit  Committee of the Board of Directors of the Company serves as
the representative of the Board for general oversight of the Company's financial
accounting and reporting process, system of internal control, and audit process.
The Company's management has primary  responsibility for preparing the Company's


                                       7


financial   statements  and  its  financial  reporting  process.  The  Company's
independent accountant, Gary Skibicki, CPA, PC, is responsible for expressing an
opinion on the  conformity  of the  Company's  audited  financial  statements to
generally accepted accounting principles.

         In this context, the Audit Committee hereby reports as follows:

         1.       The Audit  Committee  has reviewed and  discussed  the audited
                  financial statements with the Company's management.

         2.       The  Audit   Committee  has  discussed  with  the  independent
                  accountants  the matters  required to be  discussed  by SAS 61
                  (Codification of Statements on Auditing Standard, AU 380).

         3.       The Audit  Committee has received the written  disclosures and
                  the  letter  from  the  independent   accountant  required  by
                  Independence  Standards  Board  Standard  No. 1  (Independence
                  Standards Board Standards No. 1, Independence Discussions with
                  Audit  Committees)  and has  discussed  with  the  independent
                  accountant the independent accountant's independence.

         4.       Based on the review and  discussion  referred to in paragraphs
                  (1) through (3) above, the Audit Committee  recommended to the
                  Board of Directors of the Company, and the Board has approved,
                  that the  audited  financial  statements  be  included  in the
                  Company's  Annual  Report on Form  10-KSB for the fiscal  year
                  ended  December 31, 2001,  for filing with the  Securities and
                  Exchange Commission.

         A majority of the members of the Audit  Committee are  independent,  as
defined in Rule 4200 of the Nasdaq Stock Market, Inc.

         The  undersigned  members of the Audit  Committee  have  submitted this
Report to the Board of Directors:

James L. Smith, Chair
M. Dean Brown
Thomas D. Sanders

                              STOCKHOLDER PROPOSALS

         At the annual  meeting  each year,  the Board of  Directors  submits to
stockholders its nominees for election as directors.  In addition,  the Board of
Directors may submit other matters to the  stockholders for action at the annual
meeting.

         Stockholders of the Company also may submit  proposals for inclusion in
the proxy material.  These  proposals must meet the stockholder  eligibility and
other  requirements  of the Securities and Exchange  Commission.  In order to be
included in the Company's 2002 proxy material, a stockholder's  proposal must be
received not later than January 13, 2003 by the Company at 3021 Epperly Dr., Del
City, Oklahoma 73115, Attention: Secretary.

         In  addition,  the  By-Laws  provide  that in order for  business to be
brought  before a  stockholders'  meeting,  a stockholder  must deliver  written
notice to or mailed  and  received  at the  principal  executive  offices of the
Company  not less than forty (40) days  prior to the annual  meeting;  provided,
however,  that in the event  less than  forty-five  (45)  days'  notice or prior
public  disclosure  of the  date  of the  annual  meeting  is  given  or made to
stockholders,  notice by the stockholder  must be so received not later than the
fifth day  following  the day on which  such  notice  of the date of the  annual
meeting  was  mailed or such  disclosure  was made,  but not less than five days
prior to the annual meeting.  A stockholder's  notice to the Secretary shall set
forth (a) a brief  description  of the business to be brought  before the annual
meeting and the reasons for conducting such business at the annual meeting,  (b)
the name and address,  as they appear on the Company's books, of the stockholder


                                       8


proposing such business, (c) the class and number of shares of the Company which
are  beneficially  owned by the  stockholder,  (d) any material  interest of the
stockholder  in such business,  and (e) a  representation  that the  stockholder
intends to appear at the  meeting  in person or by proxy to submit the  business
specified  in  such  notice.  Notwithstanding  anything  in the  By-Laws  to the
contrary,  no business shall be conducted at a meeting except in accordance with
the  procedures  set forth in the By-Laws.  The  chairman of the annual  meeting
shall,  if the facts warrant,  determine that business was not properly  brought
before the annual  meeting and in accordance  with the provisions of Article II,
Section 12 of the By-Laws, and if he should so determine, he shall so declare to
the annual meeting and any such business not properly  brought before the annual
meeting shall not be transacted.

         In addition, nominations for the election of directors shall be made by
the Board of Directors or by any stockholder entitled to vote in the election of
directors  generally.  However, any stockholder entitled to vote in the election
of  directors  generally  may  nominate  one or more  persons  for  election  as
directors at a meeting  only if timely  notice of such  stockholder's  intent to
make such  nomination  or  stockholder's  notice is  delivered  to or mailed and
received at the principal  executive offices of the Company not fewer than forty
(40) days prior to the annual meeting, provided, however, that in the event that
less than forty-five (45) days' notice or prior public disclosure of the date of
the annual meeting is given or made to  stockholders,  notice by the stockholder
to be timely  must be so  received  no later than the close of  business  on the
fifth day  following  the day on which  such  notice  of the date of the  annual
meeting  was  mailed or such  disclosure  was made,  but not less than five days
prior to the meeting. In addition to the information  required above to be given
by a stockholder who intends to submit business to a meeting of stockholders, if
the  business  to be  submitted  is the  nomination  of a person or persons  for
election to the Board of Directors then such stockholder's  notice must also set
forth, as to each person whom the stockholder  proposes to nominate for election
as a director,  (i) the name,  age,  business  address and, if known,  residence
address of such person,  (ii) the  principal  occupation  or  employment of such
person,  (iii) the class and number of shares of stock of the Corporation  which
are beneficially  owned by such person,  (iv) any other information  relating to
such person that is required to be  disclosed  in  solicitations  of proxies for
election of directors or is otherwise  required by the rules and  regulations of
the Securities and Exchange Commission promulgated under the Securities Exchange
Act of 1934, as amended,  (v) the written  consent of such person to be named in
the proxy  statement as a nominee and to serve as a director if elected and (vi)
a description of all arrangements or understandings between such stockholder and
each  nominee and any other  person or persons  (naming  such person or persons)
pursuant  to  which  the  nomination  or  nominations  are to be  made  by  such
stockholder. If the chairman of the annual meeting for the election of directors
determines that a nomination of any candidate for election as a director at such
meeting was not made in accordance with the applicable provisions of Article II,
Section 12 of the By-Laws, such nomination shall be void.

                                  ANNUAL REPORT

         The Company's Annual Report to Stockholders for the year ended December
31, 2001  accompanies  this Proxy  Statement.  No parts of the Annual Report are
incorporated by reference into this Proxy Statement and the Annual Report is not
deemed to be a part of the proxy soliciting material.

         The Company's  annual  report on Form 10-K for the year ended  December
31, 2001 (other than the  exhibits  thereto) is available  upon written  request
without charge. Such requests should be directed to: James L. Smith, Chairman of
the Board, Chief Executive Officer and Secretary, Summit Life Corporation,  3021
Epperly Drive, Del City, Oklahoma 73115.

                                  OTHER MATTERS

         The Company's  management  does not know of any matters to be presented
at the Annual Meeting other than those set forth in the Notice of Annual Meeting
of Stockholders.  However,  if any other matters properly come before the Annual
Meeting,  the persons  named in the enclosed  proxy intend to vote the shares to
which the proxy relates on such matters in  accordance  with their best judgment
unless otherwise specified in the proxy.


                                            BY ORDER OF THE BOARD OF DIRECTORS



April 30, 2002                              James L. Smith, Secretary


                                        9


                             SUMMIT LIFE CORPORATION          [SEE REVERSE SIDE]
                               Del City, Oklahoma

                          PROXY/VOTING INSTRUCTION CARD

   This proxy is solicited on behalf of the Board of Directors for the Annual
                           Meeting on June 13, 2002.

The undersigned  hereby appoints  Charles L. Smith and James L. Smith, or either
of them, as proxies, each with full power of substitution,  to attend the Annual
Meeting of Stockholders of SUMMIT LIFE CORPORATION, to be held on June 30, 2002,
at 10:00  a.m.,  local time,  and at any  adjournments  thereof,  and to vote as
specified  in this  Proxy  all the  shares  of stock of the  Company  which  the
undersigned would be entitled to vote if personally present.
P

R    1.   Your vote for the election of Class 1 Directors,  nominees  Charles L.
          Smith and Thomas D. Sanders, may be indicated on the reverse.
O
     2.   Your vote to ratify the  appointment  of Gary  Skibicki,  CPA,  PC, as
X         independent  auditor of the Company for 2002 may be  indicated  on the
          reverse.
Y
          Your vote is important! Please sign and date on the reverse and return
          promptly in the enclosed postage paid envelope.

          Change of Address and/or Comments: ___________________________________
          ______________________________________________________________________

 (If you have written in the above space, please mark the "Comments" box on the
                             reverse of this card.)








-----    Please mark your votes as in this example.
  X
-----    This proxy when properly  executed will be voted in the manner directed
         herein by the undersigned stockholder.  If no directions are indicated,
         this proxy will be voted for proposals 1 and 2.

The Board of Directors recommends a vote FOR Proposals 1 and 2
                                                                            
1.  Election of Directors (see reverse)                         FOR     WITHHELD
                                                                [ ]       [ ]

    For all nominee(s) except vote withheld from the following: _____________________________________________

2.  Ratify appointment of Gary Skibicki, CPA, PC (see reverse)  FOR      AGAINST     ABSTAIN
                                                                [ ]        [ ]         [ ]


3. In their discretion, the Proxies are authorized to vote upon such other
   business as may properly come before the meeting.

   [ ] Change of Address and Comments on Reverse Side            Note: Please sign exactly as name appears on
                                                                 this card.  Joint  Owners  should  each sign
                                                                 personally.  Corporation  proxies  should be
                                                                 signed by an authorized officer.  Executors,
                                                                 administrators,  trustees,  etc.  should  so
                                                                 indicate when signing.
                                                                 ____________________________________________
                                                                 ____________________________________________
                                                                 SIGNATURE(S)                         DATE