CAPITAL STOCK EXCHANGE AGREEMENT


     THIS  AGREEMENT is made this 13th day of December, 2002, by and between the
stockholders  of  SUB  SURFACE  WASTE  MANAGEMENT,  INC.,  a  Nevada corporation
("SSWM"),  all  of  such  SSWM  stockholders  being  more fully described on the
signature  pages  hereof  (the  "SSWM  Stockholders"), the holders of options to
purchase  the  Series A Preferred Stock of SSWM, par value $0.001 per share (the
"SSWM  Preferred Stock"), such holders of options to purchase the SSWM Preferred
Stock  being  referred  to  as  the  "SSWM  Option Holders" and being more fully
described on the signature pages hereof, and COVINGHAM CAPITAL CORP., a Delaware
corporation  (the  "Company").

     WHEREAS,  the  SSWM Stockholders are the owners of all shares of the issued
and  outstanding (a) common stock of SSWM, par value $0.001 per share (the "SSWM
Common  Stock"),  and  (b) SSWM Preferred Stock, such ownership being more fully
described  hereinafter  (all  of  such  shares  being  hereinafter  collectively
referred  to  as  the  "SSWM  Stock");  and

     WHEREAS,  the  SSWM  Stockholders desire to transfer all of their shares of
the  SSWM Stock to the Company in exchange for shares of the common stock of the
Company,  par value $0.001 per share (the "Company Common Stock"), and shares of
the  Series  A  Preferred  Stock of the Company, par value $0.001 per share (the
"Company  Preferred  Stock")  as  hereinafter  provided;  and

     WHEREAS,  the  SSWM  Option  Holders  are the owners of options to purchase
400,000 shares of the SSWM Preferred Stock (the "SSWM Preferred Stock Options");
and

     WHEREAS,  the  SSWM  Option  Holders  desire  to transfer all of their SSWM
Preferred  Stock  Options  to  the  Company  in exchange for options to purchase
400,000  shares  of  the  Company  Preferred Stock (the "Company Preferred Stock
Options"),  such  Company  Preferred Stock Options to be upon the same terms and
conditions  pertaining  to  the  SSWM  Preferred  Stock  Options, as hereinafter
provided;

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants  and  agreements,  the  SSWM  Stockholders  and  SSWM  Option  Holders
(hereinafter  sometimes collectively referred to as the "SSWM Parties"), and the
Company  agree  as  follows:

     1.  Exchange  of the SSWM Stock. Upon the terms and conditions set forth in
         ----------------------------
this  Agreement the SSWM Stockholders shall exchange, sell, assign, and transfer
to  the Company at the closing of this Agreement (the "Closing"), free and clear
of all liens and encumbrances, and the Company, upon the basis of the covenants,
warranties  and representations of the SSWM Stockholders set forth herein, shall
accept  from  the SSWM Stockholders at the Closing 10,744,000 shares of the SSWM
Common Stock, and 5,360,000 shares of the SSWM Preferred Stock owned by the SSWM
Stockholders.  In  reliance  on  the  representations and warranties of the SSWM
Stockholders,  and  in full consideration therefor, the Company shall deliver to
the SSWM Stockholders, in exchange for the SSWM Stock, at the Closing 10,744,000
shares  of  the  Company  Common  Stock,  and  5,360,000  shares  of the Company
Preferred  Stock.


                                      - 1 -
<PAGE>
     2.  Exchange  of  the  SSWM  Preferred  Stock  Options.  Upon the terms and
         --------------------------------------------------
conditions  set  forth in this Agreement the SSWM Option Holders shall exchange,
sell,  assign, and transfer to the Company at the Closing, free and clear of all
liens  and  encumbrances,  and  the  Company,  upon  the basis of the covenants,
warranties  and  representations  of  the  SSWM Option Holders set forth herein,
shall  accept  from  the  SSWM  Option Holders at the Closing the SSWM Preferred
Stock  Options.  In  reliance  on the representations and warranties of the SSWM
Option Holders, and in full consideration therefor, the Company shall deliver to
the  SSWM  Option  Holders, in exchange for the SSWM Preferred Stock Options, at
the  Closing  the  Company  Preferred  Stock  Options.

     3.  Tax Treatment. The exchange described herein is intended to comply with
         -------------
all  of  the  provisions of Section 351 of the Internal Revenue Code of 1986, as
amended,  and  all  applicable  regulations  thereunder.  In  order  to  ensure
compliance with said provisions, the parties agree to take whatever steps may be
necessary,  including,  but  not  limited  to,  the amendment of this Agreement.

     4.  Representations  and  Warranties  of  the  SSWM  Parties.  Where  a
         --------------------------------------------------------
representation  contained  in  this Agreement is qualified by the phrase "to the
best  of  the  SSWM  Parties'  knowledge"  (or  words  of  similar import), such
expression  means  that, after having conducted a due diligence review, the SSWM
Parties believe the statement to be true, accurate, and complete in all material
respects.  Knowledge shall not be imputed nor shall it include any matters which
such  person  should  have known or should have been reasonably expected to have
known.  The  SSWM  Parties  represent  and  warrant  as  follows:

          (a)  Power  and  Authority.  The  SSWM  Parties  have  full  power and
               ---------------------
authority  to  execute,  deliver,  and  perform  this  Agreement  and  all other
agreements,  certificates  or  documents to be delivered in connection herewith,
including,  without limitation, the other agreements, certificates and documents
contemplated  hereby  (collectively  the  "Other  Agreements").

          (b)  Binding  Effect. Upon execution and delivery by the SSWM Parties,
               ---------------
this  Agreement  and  the  Other  Agreements  shall be and constitute the valid,
binding  and legal obligations of the SSWM Parties, enforceable against the SSWM
Parties  in  accordance  with  the  terms  hereof  and  thereof,  except  as the
enforceability  hereof  or  thereof  may  be  subject  to  the effect of (i) any
applicable  bankruptcy,  insolvency,  reorganization, moratorium or similar laws
relating  to  or  affecting  creditors'  rights  generally,  and  (ii)  general
principles of equity (regardless of whether such enforceability is considered in
a  proceeding  in  equity  or  at  law).

          (c)  Effect.  Neither  the execution and delivery of this Agreement or
               ------
the  Other  Agreements  nor  full  performance  by  the  SSWM  Parties  of their
obligations  hereunder  or  thereunder  will  violate  or  breach,  or otherwise
constitute  or  give  rise  to  a  default under, the terms or provisions of the
Articles of Incorporation or Bylaws of SSWM or, subject to obtaining any and all
necessary  consents,  of any contract, commitment or other obligation of SSWM or
necessary  for  the  operation  of  SSWM's business following the Closing or any
other  material  contract,  commitment,  or  other obligation to which SSWM is a
party,  or  create  or  result  in the creation of any encumbrance on any of the
property  of  SSWM.


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<PAGE>
          (d)  No  Consents.  No  consent,  approval  or  authorization  of,  or
               ------------
registration,  declaration  or  filing  with any third party, including, but not
limited  to,  any  governmental  department,  agency,  commission  or  other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior  to  the  Closing,  be  obtained  or made by the SSWM Parties prior to the
Closing to authorize the execution, delivery and performance by the SSWM Parties
of  this  Agreement  or  the  Other  Agreements.

          (e)  Stock  Ownership.  The SSWM Stockholders have good, absolute, and
               ----------------
marketable  title  to  10,744,000 shares of the SSWM Common Stock, and 5,360,000
shares  of  the  SSWM  Preferred  Stock,  in  the manner set forth herein, which
constitute all of the issued and outstanding shares of the capital stock of SSWM
(collectively,  the  "SSWM  Stock"). The SSWM Stockholders have the complete and
unrestricted  right,  power  and authority to sell, transfer and assign the SSWM
Stock  pursuant to this Agreement. The delivery of the SSWM Stock to the Company
as  herein  contemplated  will vest in the Company good, absolute and marketable
title  to  all  of the issued and outstanding shares of the SSWM Stock, free and
clear of all liens, claims, encumbrances, and restrictions of every kind, except
those  restrictions  imposed  by  applicable  securities  laws.

          (f)  Organization  and  Standing of SSWM. SSWM is a duly organized and
               -----------------------------------
validly  existing  Nevada  corporation  in  good  standing,  with  all requisite
corporate  power  and authority to carry on its business as presently conducted.

          (g)  No  Subsidiaries.  SSWM  has  no  subsidiaries.
               ----------------

          (h)  Capitalization  of  SSWM.  SSWM  is authorized by its Articles of
               ------------------------
Incorporation  to  issue 300,000,000 shares of the SSWM Common Stock, 10,744,000
shares  of  which  are  duly and validly issued and outstanding, fully paid, and
non-assessable,  and  50,000,000  shares  of the SSWM Preferred Stock, 5,360,000
shares  of  which  are  duly and validly issued and outstanding, fully paid, and
non-assessable.  Other  than  the  SSWM  Preferred  Stock  Options, there are no
outstanding  options,  contracts,  commitments,  warrants,  preemptive  rights,
agreements or any rights of any character affecting or relating in any manner to
the  issuance  of  the  SSWM  Stock  or  other securities or entitling anyone to
acquire  the  SSWM  Stock  or  other  securities  of  SSWM.

          (i)  The  SSWM  Parties'  Representations  and  Warranties  True  and
               ----------------------------------------------------------------
Complete.  All  representations  and  warranties  of  the  SSWM  Parties in this
--------
Agreement  and  the  Other Agreements will be true, accurate and complete in all
material  respects  as  of  the  Closing.

          (j)  No  Knowledge  of the Company's Default. The SSWM Parties have no
               ---------------------------------------
knowledge  that any of the Company's representations and warranties contained in
this  Agreement  or the Other Agreements are untrue, inaccurate or incomplete or
that  the Company is in default under any term or provision of this Agreement or
the  Other  Agreements.

          (k)  No  Untrue  Statements. No representation or warranty by the SSWM
               ----------------------
Parties  in  this  Agreement  or  in  any  writing  furnished or to be furnished
pursuant  hereto,  contains  or  will contain any untrue statement of a material
fact,  or  omits,  or  will omit to state any material fact required to make the
statements  herein  or  therein  contained  not  misleading.


                                      - 3 -
<PAGE>
          (l) Reliance. The foregoing representations and warranties are made by
              --------
the  SSWM Parties with the knowledge and expectation that the Company is placing
complete  reliance  thereon.

     5.  Representations  and  Warranties of the Company. Where a representation
         ------------------------------------------------
contained  in  this  Agreement  is  qualified  by the phrase "to the best of the
Company's  knowledge"  (or words of similar import), such expression means that,
after  having  conducted  a  due  diligence  review,  the  Company  believes the
statement to be true, accurate, and complete in all material respects. Knowledge
shall  not  be imputed nor shall it include any matters which such person should
have  known  or  should have been reasonably expected to have known. The Company
hereby  represents  and  warrants  to  the  SSWM  Parties  as  follows:

          (a)  Power  and  Authority.  The  Company has full corporate power and
               ---------------------
authority  to  execute,  deliver  and  perform  this  Agreement  and  the  Other
Agreements.

          (b)  Authorization.  The  execution,  delivery and performance of this
               -------------
Agreement  and  the Other Agreements by the Company have been duly authorized by
all  requisite  corporate  action.

          (c)  Binding  Effect. Upon execution and delivery by the Company, this
               ---------------
Agreement  and  the  Other Agreements shall be and constitute the valid, binding
and  legal  obligations  of  the  Company  enforceable  against  the  Company in
accordance  with  the  terms  hereof  and  thereof, except as the enforceability
hereof  and  thereof  may  be  subject  to  the  effect  of  (i)  any applicable
bankruptcy,  insolvency,  reorganization, moratorium or similar laws relating to
or  affecting creditors' rights generally, and (ii) general principles of equity
(regardless  of  whether  such  enforceability  is considered in a proceeding in
equity  or  at  law).

          (d)  No  Default. Neither the execution and delivery of this Agreement
               -----------
or  the  Other Agreements nor full performance by the Company of its obligations
hereunder  or thereunder will violate or breach, or otherwise constitute or give
rise  to  a  default  under,  the  terms  or  provisions  of  the  Articles  of
Incorporation  or  Bylaws  of  the  Company or, subject to obtaining any and all
necessary  consents,  of  any  contract,  commitment  or other obligation of the
Company  or  necessary for the operation of the Company's business following the
Closing or any other material contract, commitment, or other obligation to which
the  Company  is a party, or create or result in the creation of any encumbrance
on  any  of  the  Company's  assets.

          (e)  No  Consents.  No  consent,  approval  or  authorization  of,  or
               ------------
registration,  declaration  or  filing  with any third party, including, but not
limited  to,  any  governmental  department,  agency,  commission  or  other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Closing, be obtained or made by the Company prior to the Closing to
authorize  the  execution,  delivery  and  performance  by  the  Company of this
Agreement  or  the  Other  Agreements.


                                      - 4 -
<PAGE>
          (f)  Organization  and  Standing of the Company. The Company is a duly
               ------------------------------------------
organized  and  validly existing Delaware corporation in good standing, with all
requisite  corporate  power  and authority to carry on its business as presently
conducted.

          (g)  No  Subsidiaries.  The  Company  has  no  subsidiaries.
               ----------------

          (h)  Capitalization  of  the Company. The Company is authorized by its
               --------------------------------
Certificate  of  Incorporation to issue 300,000,000 shares of the Company Common
Stock,  5,657,784  shares  of which are duly and validly issued and outstanding,
fully  paid,  and non-assessable, and 50,000,000 shares of the Company Preferred
Stock,  none  of which are issued and outstanding.  The Company Common Stock and
the  Company  Preferred Stock are hereinafter sometimes collectively referred to
as  the  "Company  Stock."  There  are  no  outstanding  options,  contracts,
commitments,  warrants,  preemptive  rights,  agreements  or  any  rights of any
character  affecting  or  relating  in any manner to the issuance of the Company
Stock  or  other  securities or entitling anyone to acquire the Company Stock or
other  securities  of  the  Company.

          (i)  The  Company's  Representations and Warranties True and Complete.
               -----------------------------------------------------------------
All  representations  and  warranties  of  the Company in this Agreement and the
Other Agreements will be true, accurate and complete in all material respects as
of  the  Closing.

          (j)  No  Knowledge  of  the  SSWM Parties' Default. The Company has no
               ---------------------------------------------
knowledge that any of the SSWM Parties' representations and warranties contained
in  this  Agreement or the Other Agreements are untrue, inaccurate or incomplete
in  any  respect  or  that  the  SSWM  Parties  are in default under any term or
provision  of  this  Agreement  or  the  Other  Agreements.

          (k) No Untrue Statements. No representation or warranty by the Company
              --------------------
in  this  Agreement  or  in  any  writing  furnished or to be furnished pursuant
hereto,  contains  or  will  contain any untrue statement of a material fact, or
omits,  or  will omit to state any material fact required to make the statements
herein  or  therein  contained  not  misleading.

          (l) Reliance. The foregoing representations and warranties are made by
              --------
the Company with the knowledge and expectation that the SSWM Parties are placing
complete  reliance  thereon.

     6.  Actions  of  SSWM Pending the Closing. The SSWM Stockholders agree that
         -------------------------------------
from  the  date  hereof  through  the  Closing:

          (a)  Operations.  The SSWM Stockholders will use their best efforts to
               ----------
cause  SSWM  to  (i)  be operated in keeping with its customary practices and in
compliance  with  all  applicable  laws, rules and regulations; (ii) continue to
replenish  its  inventory  in  a normal and customary manner consistent with its
practices;  (iii)  use  its  best  efforts  to maintain the relationships of its
suppliers,  customers  and those having business relations with it; and (iv) not
engage in any transaction or make any commitment or expenditure other than those
which  are  in  the  usual  and  ordinary  course  of  business.


                                      - 5 -
<PAGE>
          (b)  No  Change  in  Corporate  Charter. No change will be made in the
               ----------------------------------
Articles  of Incorporation or Bylaws of SSWM, except as may be first approved in
writing  by  the  Company.

          (c)  No  Change  in Stock. No change will be made in the authorized or
               --------------------
issued capital stock of SSWM.

          (d)  No  Default.  SSWM shall timely pay and/or not suffer any default
               -----------
with  respect  to  any  of its contracts, commitments or obligations. SSWM shall
also continue to pay as they become due all accounts payable of SSWM.

          (e) No Contracts. No contract or commitment will be entered into by or
              ------------
on behalf of SSWM.

          (f)  No  Liabilities.  SSWM  shall  not  issue or sell any of the SSWM
               ---------------
Stock,  bonds,  notes, or other corporate securities, or incur any obligation or
liability, except as may be first approved in writing by the Company.

          (g)  Compliance.  The  SSWM  Stockholders  shall  cause  SSWM  and its
               ----------
officers  and  employees  to  comply  with  all  applicable  provisions  of this
Agreement.

     7.  Conditions  Precedent  to  Obligations  of  the  SSWM  Parties.  All
         --------------------------------------------------------------
obligations  of  the  SSWM  Parties  under  this  Agreement  are  subject to the
fulfillment,  prior to or at the Closing, of the following conditions which must
be  satisfied  as  herein  specified:

          (a)  Representations  and  Warranties  True  at  Closing.  The
               ----------------------------------------------------
representations  and  warranties  of  the Company herein shall be deemed to have
been  made  again  on the Closing Date, and then be true and correct, subject to
any changes contemplated by this Agreement. The Company shall have performed all
of  the  obligations  to be performed by it hereunder on or prior to the Closing
Date.

          (b)  Resolutions.  The  SSWM  Parties'  counsel  shall  have  received
               -----------
certified  resolutions  of  a  meeting  of the Board of Directors of the Company
pursuant  to  which this Agreement and the transactions contemplated hereby were
duly  and  validly approved, adopted and ratified by the Company all in form and
content  satisfactory  to  such counsel, authorizing (i) the execution, delivery
and  performance of this Agreement, (ii) such other documents and instruments as
shall  be  necessary  to  consummate  the  transactions  contemplated hereby and
thereby, and (iii) all actions to be taken by the Company hereunder.

          (c)  Other  Matters.  All  corporate and other proceedings and actions
               --------------
taken  in  connection  with  the  transactions  contemplated  hereby  and  all
certificates,  opinions,  agreements, instruments and documents mentioned herein
or  incident to any such transaction shall be satisfactory in form and substance
to  the SSWM Parties and their counsel, whose approval shall not be unreasonably
withheld.


                                      - 6 -
<PAGE>
     8.  Conditions  Precedent  to  Obligations of the Company.  All obligations
         -----------------------------------------------------
of  the Company under this Agreement are subject to the fulfillment, prior to or
at  the  Closing,  of  the  following  conditions:

          (a)  Representations  and  Warranties  True  at  Closing.  The
               ---------------------------------------------------
representations  and  warranties  of  the SSWM Parties herein shall be deemed to
have  been made again on the Closing Date, and then be true and correct, subject
to  any  changes  contemplated  by  this  Agreement. The SSWM Parties shall have
performed  all  of the obligations to be performed by them hereunder on or prior
to  the  Closing  Date.

          (b)  Resignations  of  Directors  and  Officers. The SSWM Stockholders
               ------------------------------------------
shall  have  delivered to the Company at the Closing the written resignations of
all  of  the  directors  and  officers  of  SSWM.

          (c)  Other  Matters.  All  corporate and other proceedings and actions
               --------------
taken  in  connection  with  the  transactions  contemplated  hereby  and  all
certificates,  opinions,  agreements, instruments and documents mentioned herein
or  incident to any such transaction shall be satisfactory in form and substance
to  the  Company  and  its  counsel,  whose  approval  shall not be unreasonably
withheld.

     9.  The  Nature  and Survival of Representations, Covenants and Warranties.
         -----------------------------------------------------------------------
All  statements  and facts contained in any memorandum, certificate, instrument,
or  other  document  delivered  by  or  on  behalf  of  the  parties  hereto for
information  or  reliance  pursuant  to  this  Agreement,  shall  be  deemed
representations,  covenants  and  warranties  by  the  parties hereto under this
Agreement.  All  representations,  covenants and warranties of the parties shall
survive  the  Closing  and all inspections, examinations, or audits on behalf of
the  parties,  shall  expire  one  year  following  the  Closing  Date.

     10.  Cooperation. The Company and the SSWM Parties will each cooperate with
          -----------
the  other,  at  the  other's  request  and  expense, in furnishing information,
testimony,  and  other  assistance  in connection with any actions, proceedings,
arrangements,  disputes  with  other  persons  or  governmental  inquiries  or
investigations  involving  the  SSWM  Parties or the Company or the transactions
contemplated  hereby.

     11. Further Conveyances and Assurances. After the Closing, the SSWM Parties
         ----------------------------------
and  the  Company,  each,  will,  without  further  cost  or  expense  to,  or
consideration  of any nature from the other, execute and deliver, or cause to be
executed  and  delivered,  to  the  other,  such  additional  documentation  and
instruments  of  transfer  and  conveyance, and will take such other and further
actions,  as  the  other  may  reasonably  request  as  more completely to sell,
transfer  and assign to and fully vest in the other ownership of the SSWM Stock,
the  SSWM  Preferred  Stock Options, the Company Stock, or the Company Preferred
Stock  Options,  as  the  case  may  be.

     12.  Closing.  The  Closing  Date  of  the  sale  and purchase contemplated
          -------
hereunder  shall  be  on or before December 23, 2002, subject to acceleration or
postponement  from  time  to  time  as the SSWM Parties and the Company mutually
agree.  The  Closing  shall  be  held  at  the offices of SSWM at 2:00 p.m., San


                                      - 7 -
<PAGE>
Diego,  California  time,  on  the  Closing Date unless another hour or place is
mutually agreed upon by the SSWM Parties and the Company.

     13. Deliveries at the Closing by the SSWM Stockholders. At the Closing, the
         --------------------------------------------------
SSWM Stockholders shall deliver to the Company the following:

          (a)  Certificates  representing  10,744,000  shares of the SSWM Common
Stock, duly endorsed in favor of the Company.

          (b)  Certificates  representing 5,360,000 shares of the SSWM Preferred
Stock, duly endorsed in favor of the Company.

          (c)  Any other document which may be necessary to carry out the intent
of this Agreement.

     All  documents  reflecting  any actions taken, received or delivered by the
SSWM Stockholders pursuant to this Paragraph 13 shall be reasonably satisfactory
in  form  and  substance  to  the  Company  and  its  counsel.

     14.  Deliveries  at  the  Closing  by  the  SSWM  Option  Holders.  At  the
          ------------------------------------------------------------
Closing, the SSWM Option Holders shall deliver to the Company the following:

          (a)  Options  covering  400,000  shares  of  the SSWM Preferred Stock.

          (b)  Any other document which may be necessary to carry out the intent
of this Agreement.

     All  documents  reflecting  any actions taken, received or delivered by the
SSWM  Option  Holders  pursuant  to  this  Paragraph  14  shall  be  reasonably
satisfactory  in  form  and  substance  to  the  Company  and  its  counsel.

     15.  Deliveries  at the Closing by the Company. At the Closing, the Company
          -----------------------------------------
shall  deliver  to  the  SSWM  Stockholders  the  following:

          (a)  Certificates representing 10,744,000 shares of the Company Common
Stock,  duly endorsed in favor of the SSWM Stockholders in the names and amounts
with  respect  to  each  of  the  SSWM  Stockholders  as  described  herein.

          (b)  Certificates  representing  5,360,000  shares  of  the  Company
Preferred  Stock,  duly  endorsed in favor of the SSWM Stockholders in the names
and  amounts  with respect to each of the SSWM Stockholders as described herein.

          (c) A certificate executed by an officer of the Company with knowledge
of the facts to the effect that:


                                      - 8 -
<PAGE>
               (i) All corporate and other proceedings or actions required to be
taken  by  the  Company in connection with the transactions contemplated by this
Agreement  have  been  taken;

               (ii)  All  requisite  governmental  approvals  and authorizations
necessary  for  consummation  by  the  Company  of the transactions contemplated
hereby  have  been  duly  issued  or  granted;  and

               (iii)  There has not been issued, and there is not in effect, any
injunction or similar legal order prohibiting or restraining consummation of any
of  the  transactions  herein contemplated, and no legal or governmental action,
proceeding  or investigation which might reasonably be expected to result in any
such  injunction  or  order  is  pending.

          (d)  Any other document which may be necessary to carry out the intent
of this Agreement.

     All  documents  reflecting  any actions taken, received or delivered by the
Company  pursuant  to this Paragraph 15 shall be reasonably satisfactory in form
and  substance  to  the  SSWM  Stockholders  and  their  counsel.

     16.  Deliveries  at the Closing by the Company. At the Closing, the Company
          ------------------------------------------
shall  deliver  to  the  SSWM  Option  Holders  the  following:

               (i)  Options  to purchase 400,000 shares of the Company Preferred
Stock,  duly  endorsed  in  favor  of  the  SSWM Option Holders in the names and
amounts  with  respect  to  each of the SSWM Option Holders as described herein.

          (b)  Any other document which may be necessary to carry out the intent
of this Agreement.

     All  documents  reflecting  any actions taken, received or delivered by the
Company  pursuant  to this Paragraph 16 shall be reasonably satisfactory in form
and  substance  to  the  SSWM  Option  Holders  and  their  counsel.

     17.  Assignment.  This  Agreement  shall  be  binding upon and inure to the
          ----------
benefit  of  the  successors  of  each  of  the parties hereto, but shall not be
assignable by either party without the prior written consent of the other party,
which  consent  shall  be  subject to such party's sole, absolute and unfettered
discretion.

     18.  Notices.  All  notices,  requests,  demands,  and other communications
          -------
hereunder  shall be in writing and delivered personally or sent by registered or
certified  United States mail, return receipt requested with postage prepaid, by
facsimile,  or  by  e-mail,  if  to the SSWM Parties, addressed to Mr. Robert C.
Brehm  at  5922 B Farnsworth Court, Carlsbad, California 92008, telecopier (760)
918-1855, and e-mail bob@bugsatwork.com; and if to the Company, addressed to Mr.
Robert  C.  Brehm  at  5922  B  Farnsworth  Court,  Carlsbad,  California 92008,
telecopier  (760)  918-1855, and e-mail bob@bugsatwork.com. Any party hereto may
change its address upon 10 days' written notice to any other party hereto.


                                      - 9 -
<PAGE>
     19.  Construction. Words of any gender used in this Agreement shall be held
          ------------
and  construed  to  include  any  other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.

     20.  Waiver.  No  course  of dealing on the part of any party hereto or its
          ------
agents, or any failure or delay by any such party with respect to exercising any
right,  power  or privilege of such party under this Agreement or any instrument
referred  to herein shall operate as a waiver thereof, and any single or partial
exercise  of  any  such  right,  power or privilege shall not preclude any later
exercise  thereof  or  any  exercise  of  any  other  right,  power or privilege
hereunder  or  thereunder.

     21.  Cumulative  Rights.  The  rights  and remedies of any party under this
          ------------------
Agreement and the instruments executed or to be executed in connection herewith,
or  any  of  it, shall be cumulative and the exercise or partial exercise of any
such  right  or  remedy  shall  not  preclude the exercise of any other right or
remedy.

     22. Invalidity. In the event any one or more of the provisions contained in
         ----------
this Agreement or in any instrument referred to herein or executed in connection
herewith  shall, for any reason, be held to be invalid, illegal or unenforceable
in  any  respect,  such  invalidity,  illegality,  or unenforceability shall not
affect  the  other  provisions  of  this Agreement or any such other instrument.

     23.  Time of the Essence.  Time is of the essence of this Agreement.
          -------------------

     24.  Multiple  Counterparts.  This Agreement may be executed in one or more
          ----------------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     25.  Controlling  Agreement. In the event of any conflict between the terms
          ----------------------
of  this  Agreement  or  any  agreement  referred  to  herein, the terms of this
Agreement  shall  control.

     26.  Law  Governing.  This Agreement shall be construed and governed by the
          --------------
laws  of  the State of California, and all obligations hereunder shall be deemed
performable  in  San  Diego  County,  California.

     27.  Entire Agreement. This instrument contains the entire understanding of
          -----------------
the  parties and may not be changed orally, but only by an instrument in writing
signed  by  the  party  against  whom  enforcement  of  any  waiver,  change,
modification,  extension,  or  discharge  is  sought.


                                     - 10 -
<PAGE>
     IN  WITNESS  WHEREOF,  this  Agreement  has  been  executed  in  multiple
counterparts  on  the  date  first  written  above.

                                              COVINGHAM  CAPITAL  CORP.



                                              By
                                                --------------------------------
                                                Robert C. Brehm, President




<TABLE>
<CAPTION>
                             THE SSWM STOCKHOLDERS:
Name                      Common Stock Owned  Preferred Stock Owned  Signature
------------------------  ------------------  ---------------------  ---------
<S>                       <C>                 <C>                    <C>
U.S. Microbics, Inc.               6,500,000              5,000,000
------------------------  ------------------  ---------------------  ---------
USM Capital Group, Inc.            3,000,000                    -0-
------------------------  ------------------  ---------------------  ---------
Robert C. Brehm                      300,000                    -0-
------------------------  ------------------  ---------------------  ---------
Bruce S. Beattie                     175,000                    -0-
------------------------  ------------------  ---------------------  ---------
Behzad Mirzayi                       175,000                    -0-
------------------------  ------------------  ---------------------  ---------
Conrad Nagel                         150,000                    -0-
------------------------  ------------------  ---------------------  ---------
Mery Robinson                        150,000                    -0-
------------------------  ------------------  ---------------------  ---------
Laurie Romag                          50,000                    -0-
------------------------  ------------------  ---------------------  ---------
Mike Jordan                          100,000                    -0-
------------------------  ------------------  ---------------------  ---------
Edify Capital Corp.                   44,000                    -0-
------------------------  ------------------  ---------------------  ---------
Peter L. Thomas, Jr.                  20,000                    -0-
------------------------  ------------------  ---------------------  ---------
Anthony F. Valdez                     20,000                    -0-
------------------------  ------------------  ---------------------  ---------
Vuryl Klassen                         60,000                    -0-
------------------------  ------------------  ---------------------  ---------
Alexander & Wade, Inc.                   -0-                250,000
------------------------  ------------------  ---------------------  ---------
Darwin Ting and Kuei Mei                 -0-                 55,000
Ting TRS FBO Ting
Family Trust UA 03-14-92
------------------------  ------------------  ---------------------  ---------
Charles Ting                             -0-                 55,000
------------------------  ------------------  ---------------------  ---------
Total                             10,744,000              5,360,000
------------------------  ------------------  ---------------------  ---------
</TABLE>


                                     - 11 -
<PAGE>
<TABLE>
<CAPTION>
      THE SSWM OPTION HOLDERS:
Name               Options  Signature
-----------------  -------  ---------
<S>                <C>      <C>
Robert C. Brehm    100,000
-----------------  -------  ---------
Bruce S. Beattie    70,000
-----------------  -------  ---------
Behzad Mirzayi      70,000
-----------------  -------  ---------
Conrad Nagel        40,000
-----------------  -------  ---------
Mery Robinson       40,000
-----------------  -------  ---------
Laurie Romag        20,000
-----------------  -------  ---------
Chota Oum            8,000
-----------------  -------  ---------
Peter Schmidt        8,000
-----------------  -------  ---------
Jason Nesseth        9,000
-----------------  -------  ---------
John Hill            5,000
-----------------  -------  ---------
James Heath          5,000
-----------------  -------  ---------
Susan Kline          5,000
-----------------  -------  ---------
Ronnie Long          5,000
-----------------  -------  ---------
Gabe Lee             5,000
-----------------  -------  ---------
Justin Keener        5,000
-----------------  -------  ---------
Michelle Robinson    5,000
-----------------  -------  ---------
Total              400,000
-----------------  -------  ---------
</TABLE>


                                     - 12 -
<PAGE>