EXHIBIT 4.1 COMPENSATION AGREEMENT WITH GREGORY J. CHACHAS. Gregory J. Chachas 174 Dorchester Drive Sale Lake City Utah 84103 June 9, 1999 Mr. George G. Cachas Wenthur & Chachas 4180 La Jolla Village Drive Suite 500 La Jolla, CA 92067 Re: Covingham...

                                   EXHIBIT 4.1

                 COMPENSATION AGREEMENT WITH XXXXXXX X. XXXXXXX.


                               Xxxxxxx X. Xxxxxxx
                              000 Xxxxxxxxxx Xxxxx
                            Xxxx Xxxx Xxxx Xxxx 00000


                                  June 9, 1999
Xx. Xxxxxx X. Xxxxxx
Xxxxxxx & Xxxxxxx
0000 Xx Xxxxx Xxxxxxx Xxxxx
Xxxxx 000
Xx Xxxxx, XX 00000

Re: Covingham Capital Coprp
Acceptance Appointment as director and Officer

Dear Xxxxxx:

As we discussed I accept the appointment as a director and the Vice President of
Covingham Capital corp. Further, as the corporation has limited cash resources,
I agree to accept shares of the common stock as payment director, advisory and
legal services provided to the corporation from time to time.

Sincerely,


/s/ Xxxxxxx X Xxxxxxx
Xxxxxxx X. Xxxxxxx