EXHIBIT 6.40 Addendum to Asset Purchase Agreement Buyer will not be responsible for the collection of accounts receivable. All accounts receivable received by the buyer or seller will be the property of the Seller. Therefore the inference of payment...

                                  EXHIBIT 6.40

                      Addendum to Asset Purchase Agreement

         Buyer will not be responsible for the collection of accounts
receivable. All accounts receivable received by the buyer or seller will be the
property of the Seller. Therefore the inference of payment of 80% is not
applicable.

Dated: July 27, 1999

Seller                                      Buyer

/s/ Xxxxxx X. Xxxxx                         /s/ Xxxx X. Xxxxxxxxx
--------------------                        ----------------------
Xxxxxx X. Xxxxx                             Xxxx X. Xxxxxxxxx
President                                   President