(Exhibit 10.40)
WEINBERG & COMPANY, P.A.
[Letterhead]

June 23, 2004

Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549

RE:   FORM 8-K - XYNERGY CORPORATION

Gentlemen:

On June 17, 2004 we received simultaneous with its late filing with the
Securities and Exchange Commission ("SEC"), a copy of Form 8K regarding our
dismissal as auditor on June 3, 2004. The statements contained many inaccuracies
and do not disclose the issue with regard to the engagement.

At the time of the receipt of the dismissal, our Executive Committee was
reviewing the entire engagement and our desire to disassociate ourselves from
the Company and its personnel. When we received a letter of termination, it was
decided that it was most expeditious way to handle the matter was to merely
accept dismissal. We did immediately notify the SEC that our relationship with
Xynergy was terminated. However the late filing of the 8K not provided to us
prior to its filing and its inappropriate disclosures must be addressed. The
facts are as follows:

      1. We were approached in January 2004 to represent the Company. The
managing partner for the firm and the California resident partner held
discussions with the prior auditor to satisfy the requirements of Statements On
Auditing Standards 84. An engagement letter was prepared on January 21, 2004 to
audit the Company's December 31, 2003 financial statements, but did not receive
a retainer until February 27, 2004 and no substantive work was initiated until
March.

      2. In lieu of a financial statement,, we were provided with the first
trial balance of the company on March 17, 2004. The balances in the e general
letter did not agree to the e audited financial statements that had been filed
with the Commission the year 2002. We contacted the Company and received new
trails balance and general ledger on April 10,2004. His once again was
incorrect, and we received another general ledger on April 12, 2004.

      3. In mid April, we started discussing with the Company when we would be
receiving the financial statements and footnotes. Company personnel seemed
surprised t hath the Company was required to complete their own financial
statements and along with appropriate footnotes. We advised the company that we
must receive the statements. Between April 22 and May 27, 2004 we received no
less than five purported financial statements from the company with disclosures.
Each time we communicated with the Company to indicate that the financial
statements were deficient because of inconsistencies between prior year numbers
and the amounts included in SEC filings, unidentified prior period adjustments,
inadequate disclosures, equity transactions the at did not balance. There were
many other items that did not balance. There were many other items that did not
reflect the minimum level of financial reporting of the Securities and Exchange
Commission.


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<PAGE>

      4. On or about April 15, 2004 the Company filed a Form 10KSB without
audited financial statements. We immediately sent a letter to the company
pursuant to Section 10A of the Securities and Exchange Commission Act of 1934,
that this filing was not in compliance with Regulation 228.310 under Regulation
S-B. The Company responded orally the would amend the filing as soon as
possible. Since the Company took no corrective action and the SEC was not aware
of the deficiency an "E" was never placed on their account.

      5. On May 19, 2004 we contacted Henry Schiffer, CPA, prior auditor of the
Company in order to arrange for the reissuance of his opinion on the December
31, 2002 financial statements in connection with the filing of the 10KSB. Mr.
Schiffer referred us to his attorney. On May 20, 2004, we spoke to Mark Tow,
attorney for Mr. Schiffer,, who indicated that Mr. Schiffer's firm was under
investigation by SEC and PCAOB and that he would not be issuing his opinion. We
immediately contacted the company to allow them to determine a course of
action,, including but not limited to a re-audit of the 2002 financial
statements. Representatives of the Company indicated they would like to file
without the necessary Consent, and we strenuously objected.

      On May 27, 2004 we stopped all further work with regard to the engagement
and started our withdrawal procedures. It appeared the Company did not have the
adequate disclosure controls t produce accurate financial statements and we
advised the client orally of this issue and all communication with the company
ceased.

      We did receive an SAS communication from a successor auditor, and advised
the successor that nothing had come to our attention to indicate that the
management of Xynergy was not of good moral character, but emphasized our
concerns about internal control procedures and policies, the competence of
corporate personnel to prepare adequate financial statements, and the balance of
fees outstanding.

                                        Very truly yours,

                                        /s/

                                        WEINBERG & COMPANY, P.A.
                                        Certified Public Accounts

/ihr
cc:   Mr. Ed Rose
      Ms. Raquel Zepeda