EXHIBIT 4.1 CONSULTING AGREEMENT This agreement, dated December 31, 1997, is made by and between Davin Enterprises, Inc. (the "Company"), a Delaware corporation, and Jonathan Mork ("Consultant"), an individual. 1. In exchange for Consultant's services...

                                   EXHIBIT 4.1


                              CONSULTING AGREEMENT

This agreement, dated December 31, 1997, is made by and between Davin 
Enterprises, Inc. (the "Company"), a Delaware corporation, and Xxxxxxxx Xxxx
("Consultant"), an individual.

1. In exchange for Consultant's services with respect to the Davin-CML
transaction, including introducing the parties and assisting with issues
regarding valuation, contracts, and transaction structure, Consultant shall
receive 3,059,844 shares of Company common stock, to be registered under S-8 and
issued following the completion of the Company's 8K reporting the successfully
closed transaction.

2.  This agreement shall be bound by California law and jurisdiction.


Agreed:



/s/ Xxxxxxxx Xxxx
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Xxxxxxxx Xxxx


/s/ Xxxx Xxxx, President
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Davin Enterprises, Inc.