exh10-23.htm


    Exhibit
      10.23

    ASSET
      PURCHASE AGREEMENT

    


    


    


    ASSET
      PURCHASE AGREEMENT, dated as of August 21, 2003, by and between Viper
      Networks, Inc., a Utah corporation with offices located at 7660 Fay Ave., Suite
      H339, La Jolla, California 92037 ("Buyer") and Young’s Environmental Solutions,
      LLC, a Nevada limited liability company, with offices located at 4160 S Pecos
      Suite 20, Las Vegas, Nevada 89121 (“Seller”).

    


    WHEREAS,
      Buyer is in the business of telecommunications and network services, with a
      specialization in the cost-effective design, implementation, maintenance and
      management of VolP communications (the “Business”);

    


    WHEREAS,
      Buyer desires to purchase from the Seller, and the Seller desires to sell to
      the
      Buyer, certain specified real estate assets, as set forth in this
      Agreement;

    


    NOW,
      THEREFORE, in consideration of the mutual promises herein set forth and
      upon the terms and subject to the conditions hereof, the parties agree as
      follows:

    


    


    ARTICLE
      I.  PURCHASE AND SALE OF ASSETS

    


    1.01  Sale
      of the Purchased Assets; Assumed Liabilities. Upon the terms and subject to
      the conditions of this Agreement, at the Closing (i) Seller will sell, transfer,
      assign, convey and deliver to Buyer, and Buyer will purchase, accept and acquire
      from Seller, the following property and assets of the Seller, free and clear
      of
      any option, lien, pledge, mortgage, security interest or other encumbrance
      or
      any kind (”Purchased Assets”):

    


    (i)         a
      one half (1/2) interest in property, represented by the purchase of 99,970.00
      square feet.  Seller is owner of 199,940 square feet of real property,
      located at State and Ramona known as parcel # 434-070-038-3.

    


    1.02  Purchase
      Price.  The aggregate purchase price to be paid by Buyer for the
      Purchased Assets shall consist of the Consideration described in Section 1.02(a)
      hereof.

     

    
      	
               

            	
              (a)

            	
              Consideration.  The
                consideration payable to Seller shall be an amount equal to $400,000
                Dollars, payable at the Closing in the form of four million shares
                of
                common stock issued as follows:

            


    


    
      
         

      

      
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              (b)

            	 


    

    
      	
               

            	
              (i)

            	
              Four
                Common Stock Certificates Issued to George Brown for
                250,000  shares each, restricted under Rule 144 however, with
                piggy-back registration rights to the Buyer’s proposed SB-2 Registration
                Statement to the U.S. Securities and Exchange Commission, making
                the
                shares issued pursuant to section 1.02 (ii), freely tradable upon
                the
                effectiveness of the SB-2 Registration Statement.  Upon
                effectiveness of the SB-2 Registration, Seller will be limited to
                the sale
                of no more than 250,000 Common Shares per
                quarter;  and

            


    

    
      	
               

            	
              (ii)

            	
              Four
                Common Stock Certificates Glen Barnett for 250,000 restricted common
                shares each of Buyer, restricted under Rule 144, however, with piggy-back
                registration rights to the Buyer’s proposed SB-2 Registration Statement to
                the U.S. Securities and Exchange Commission, making the shares issued
                pursuant to section 1.02 (ii), freely tradable upon the effectiveness
                of
                the SB-2 Registration Statement.  Upon effectiveness of the SB-2
                Registration, Seller will be limited to the sale of no more than
                250,000
                Common Shares per quarter.

            


    

    
      	
               

            	
              (iii)

            	
              One
                Common Stock Certificates issued to George Brown for 1,000,000 shares,
                restricted under Rule 144 for one full year. Upon effectiveness,
                Seller
                will be limited to the sale of no more than 250,000 Common Shares
                per
                quarter.

            


    

    
      	
               

            	
              (iv)

            	
              One
                Common Stock Certificates issued to Glen Barnett for 1,000,000 shares,
                restricted under Rule 144 for one full year. Upon effectiveness,
                Seller
                will be limited to the sale of no more than 250,000 Common Shares
                per
                quarter.

            


    

    
      	
               

            	
              (v)

            	
              Total
                of all shares equal 4,000,000

            


    

    


    1.03 
      No Assumption of Liabilities.  The Buyer is not assuming, and
      shall not be deemed to have assumed, any obligations or liabilities of the
      Seller.

     

    1.04  Allocation
      of the
      Purchase Price.  Buyer and Seller hereby agree that the purchase
      price for the Purchased Assets shall be allocated in accordance with Exhibit
      3
      hereto.  The parties agree to be bound by such allocation for all
      purposes, including for purposes of all Federal, state, local and foreign tax
      returns filed by any of them subsequent to the Closing Date, the determination
      by Seller of taxable gain or loss on the sale of the Purchased Assets, and
      the
      determination by Buyer of its tax basis in the Purchased Assets.

    


    



    
      
         

      

      
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    1.05
       Closing Deliveries.

    


    (a)  Sellers'
      Deliveries.  At the Closing, Seller shall deliver to
      Buyer:

    


    (i)  Such
      bills of sale, assignments and other Instruments (in form and substance
      satisfactory to Buyer) as shall be necessary or appropriate to vest in Buyer
      good and marketable title to the Purchased Assets, free and clear of all liens,
      options, pledges, mortgages, security interests or other
      encumbrances;

    (ii)  Such
      Consents, Permits and other Instruments as Buyer may reasonably request to
      enable it to utilize the assets in the Business without interruption or
      disruption;

    (iii)   A
      duly
      authorized Resolution of the Board of Directors of Seller approving this
      transaction;

    (iv)   A
      current
      Certificate of Good Standing of Seller in its State of
      Incorporation.

    (v)  Buyer’s
      standard
      Subscription Agreement for the Common Stock executed by Seller.

    


    (b)  Buyer's
      Deliveries.  At the Closing, Buyer shall deliver to
      Seller:

    


    (i)  Eight
      (8) Common Stock Certificates of Buyer for 250,000 Common Shares each of
      restricted common stock and two (2) Common Stock Certificates of Buyer for
      1,000,000 Common Shares each of restricted common stock in the name of Sellers
      in accordance with Section 1.02(a) hereof;

    (ii)   A
      duly
      authorized Resolution of the Board of Directors of Buyer approving this
      transaction;

    (iii)   A
      current
      Certificate of Good Standing of Buyer in its State of
      Incorporation.

    


    ARTICLE
      II.  CLOSING CONDITIONS

    


    2.01  Closing.  The
      closing of the transactions contemplated by this Agreement (the “Closing”) shall
      take place by correspondence and facsimile on or before September 15, 2003,
      or
      on such other date and at such place as the Buyer and Seller may mutually
      determine (the “Closing Date”).

    


    2.02  Conditions
      Precedent to the Obligations of Seller.  All obligations of Seller
      under this Agreement are subject to the fulfillment, at the option of Seller,
      at
      or prior to the Closing Date, of each of the following conditions:

    


    (a)  Buyer's
      Representations and Warranties.  The representations and
      warranties of Buyer herein contained shall be true on and as of the Closing
      Date
      with the same force and effect as though made on and as of said date, except
      as
      affected by transactions contemplated or permitted by this
      Agreement.

    


    (b)  Buyer's
      Covenants.  Buyer shall have performed all its obligations and
      agreements and complied with all its covenants contained in this Agreement
      to be
      performed and complied with by Buyer prior to the Closing Date.

     

     

    
      
         

      

      
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    (c)  Consents.  Seller
      shall have received evidence, satisfactory to Seller and its counsel, that
      all
      the Consents hereto, including the Board of Directors of Buyer, have been
      obtained.

    


    (d)  Other
      Agreements.  On the Closing Date, the Instruments reasonably
      necessary to carry out the transactions contemplated by this Agreement shall
      have been duly executed and delivered by Buyer.

    


    (e)  Documentation.  All
      matters and proceedings taken in connection with the sale of the Purchased
      Assets as herein contemplated, including forms of Instruments and matters of
      title, shall be reasonably satisfactory to Seller and its counsel.

    


    2.03  Conditions
      Precedent to the Obligations of Buyer.  All obligations of Buyer
      under this Agreement are subject to the fulfillment of each of the following
      conditions:

    


    (a)  Seller’s
      Representations and Warranties.  The representations and
      warranties of Seller and the its officers and directors herein contained shall
      be true on and as of the Closing Date with the same force and effect as though
      made on and as of said date, except as affected by transactions contemplated
      or
      permitted by this Agreement.

    


    (b)  Sellers'
      Covenants.  Seller and its officers and directors shall have
      performed all of their obligations and agreements and complied with all of
      their
      covenants contained in this Agreement to be performed and complied with by
      them
      prior to the Closing Date.

    


    (c)  Consents.  Buyer
      shall have received evidence, satisfactory to Buyer and its counsel, that all
      of
      the Consents hereto, including the Board of Directors of Seller, have been
      duly
      obtained.

    


    (d)  Other
      Agreements.  On the Closing Date, the executed copy of this
      instrument of transfer of the Purchased Assets shall have been duly delivered
      by
      Seller.

    


    (e)  No
      Litigation.  No suit, action or litigation, administrative,
      arbitration or other proceeding shall have been commenced and still be pending,
      which is expected to prevent or change the transactions contemplated hereby
      or
      questioning the validity or legality of any of such transactions.

    


    No
      investigation by any Governmental Authority shall have been commenced and still
      be pending, seeking to restrain, prevent or change the transactions contemplated
      hereby or questioning the validity or legality of any of such
      transactions.

    
 

    
      
         

      

      
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    No
      Proceeding shall have been threatened against Seller or Buyer seeking to
      restrain, prevent or change the transactions contemplated hereby or questioning
      the validity or legality of any of such transactions.

    


    (f)
      Documentation.  All matters and proceedings taken in connection
      with the sale of the Purchased Assets as herein contemplated, including forms
      of
      Instruments and matters of title, shall be reasonably satisfactory to Buyer
      and
      its counsel.

    


    ARTICLE
      III  REPRESENTATIONS AND WARRANTIES OF SELLER

    


    Seller
      hereby represents and warrants to Buyer as follows:

    


    3.01  Organization;
      Good Standing;.  Seller is a corporation duly organized, validly
      existing and in good standing under the laws of its jurisdiction of
      incorporation and has all requisite corporate, and other power and authority
      and
      legal right to own, operate and lease its properties, and to carry on its
      business as now being conducted.  Seller is duly qualified to do
      business and is in good standing in each jurisdiction where the conduct of
      its
      business or the ownership or leasing of its property requires such
      qualification.

    


    3.02  Authorization.  Seller
      has all requisite legal right, power, authority and capacity to enter into
      this
      Agreement and to perform all of its obligations hereunder.  Seller has
      taken all necessary action to authorize the sale hereunder on the terms and
      conditions of this Agreement and to authorize the execution, delivery and
      performance of this Agreement.  This Agreement has been duly executed
      by Seller and constitutes a legal, valid and binding obligation of Seller
      enforceable against it in accordance with its terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency, or other
      similar laws from time to time in effect, which affect the enforcement of
      creditors’ rights in general and by general principles of equity (regardless of
      whether such enforceability is considered in a proceeding in equity or at
      law).


    3.03  Title
      to Assets.  Seller has good and marketable title to all of the
      Purchased Assets, free of Liens, options, pledges, mortgages, security interests
      or other encumbrances of any kind.

    


    3.04  Condition
      of Property; Maintenance. The Purchased Assets being acquired are
      in
      good operating condition and repair, subject only to ordinary wear and
      tear.  Seller has maintained all of the Purchased Assets in customary
      repair, order and condition (taking into consideration the age and condition
      thereof).

    


    3.05  Litigation,
      etc. There is no suit, action or litigation, administrative, arbitration or
      other Proceeding or governmental investigation or inquiry or any change in
      any
      law the effect of which would impair or affect the Purchased Assets or to the
      knowledge of Seller, no such action is threatened. To the best knowledge of
      Seller, no investigation is pending, or threatened, by any Federal, state,
      local
      or foreign government or by any agency or instrumentality thereof, the effect
      of
      which would impair or affect the Purchased Assets.

    
 

    
      
         

      

      
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    3.06  Compliance
      with other Instruments, Consents etc.  Neither the execution and
      delivery of this Agreement by Seller, nor the consummation of the transactions
      contemplated hereby will (i) conflict with or result in any violation of or
      constitute a default under any term of the certificate of incorporation or
      by-laws of Seller, or (ii) conflict with or result in any violation of or
      constitute a default under any Law, Instrument, Lien or Contract by which Seller
      is, or the Purchased Assets are bound, or (iii) result in the creation or
      imposition of any Lien or give to any other Person any interest or right,
      including rights of acceleration, termination or cancellation in or with respect
      to, or otherwise affect, the Purchased Assets.  Seller has, or prior
      to the Closing will have, obtained any Consent or Permit which is required
      on
      the part of Seller in connection with the execution or delivery of this
      Agreement or the consummation of the transactions contemplated
      hereby.

    


    3.07  Brokers.  All
      negotiations relative to this Agreement and the transactions contemplated hereby
      have been carried on by Seller without the intervention of any other Person
      in
      such manner as to give rise to any valid claim for a finder's fee, brokerage
      commission or other like payment.

    
       

      3.08
        Due Diligence; Investment Intent.  Seller acknowledges that it
        is acquiring the Shares in Buyer for a long term investment; that the Shares
        have not been registered under the Securities Act of 1933 or under the
        securities laws of any state, and therefore, the Shares and Warrant cannot
        be
        resold unless they are subsequently registered under said laws or exemptions
        from such registrations are available and a legend to that effect will be
        placed
        on any certificate representing the Shares;  that it recognizes that
        the Shares and Warrant as an investment involves a high degree of
        risk;  that it has conducted due diligence on the Buyer to its
        satisfaction and has been given
        full and complete access to information regarding Buyer and the Business,
        reasonable opportunity to ask questions of and receive answers from
        representatives of Buyer to its satisfaction.

    

     

    
      	
               

            	
              ARTICLE
                IV.  REPRESENTATIONS AND WARRANTIES OF
                BUYER

            


    

    


    Buyer
      represents and warrants to Seller as follows:

    


    4.01  Organization.  Buyer
      is a Utah corporation duly organized and validly under the laws of the State
      of its incorporation, and has all requisite corporate
      power and authority to own, operate and lease its properties and
      assets.

     

    4.02  Authorization.  Buyer
      has full corporate power, authority and legal right to execute and deliver,
      and
      to perform its obligations under, this Agreement, and has taken all necessary
      action to authorize the purchase hereunder on the terms and conditions of this
      Agreement and to authorize the execution, delivery and performance of this
      Agreement.  This Agreement has been duly executed by Buyer, and
      constitutes a legal, valid and binding obligation of Buyer enforceable in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, or other similar laws from time to time
      in
      effect, which affect the enforcement of creditors’ rights in general and by
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law).

     

    
      
         

      

      
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    4.03  Compliance
      with Instruments, Consents, etc.  Neither the execution and the
      delivery of this Agreement nor the consummation of the transactions contemplated
      hereby will conflict with or result in any violation of or constitute a default
      under the certificate of incorporation or the by-laws of Buyer, or any Law,
      Instrument, Lien or other Contract by which Buyer is bound.  Buyer
      has, or prior to the Closing will have, obtained any Consent or Permit which
      is
      required on the part of Buyer in connection with the execution or delivery
      of
      this Agreement or the consummation of the transactions contemplated
      hereby.

    


    4.04  Litigation
      etc.  There is no suit, action or litigation, administrative,
      arbitration or other Proceeding or governmental investigation pending or, to
      the
      knowledge of Buyer, threatened which might, severally or in the aggregate,
      materially and adversely affect the financial condition or prospects of Buyer
      or
      Buyer's ability to acquire the Purchased Assets as contemplated by this
      Agreement.

    


    4.05  Brokers.  All
      negotiations relative to this Agreement and the transactions contemplated hereby
      have been carried on by Buyer without the intervention of any other Person
      in
      such manner as to give rise to any valid claim for a finder's
      fee, brokerage commission or other like payment.

    


    4.06  Absence
      of Changes.  Since June 30, 2003, there has not been and will not
      at closing be any changes in the financial condition or operation of Buyer,
      except changes in the ordinary course of business, which changes have not in
      the
      aggregate had a material adverse effect on Buyer.

    


    4.07  Compliance
      with Law.  Buyer represents that, to the best of its knowledge, it
      has complied with and is not in violation of any applicable federal, state
      or
      local statutes, laws or regulations which would have a material adverse effect
      on the business of Buyer

    


    
      	
               

            	
              ARTICLE
                V.  POST CLOSING
                COVENANTS

            


    

    


    5.01  Survival
      of
      Representations and Warranties.  The parties hereto agree that,
      notwithstanding any right of Buyer fully to investigate the affairs of Seller
      and notwithstanding any knowledge of facts determined or determinable by Buyer
      pursuant to such investigation or right of investigation, Buyer has the right
      to
      rely fully upon the representations and warranties of Seller contained in this
      Agreement and on the accuracy of any document, certificate, Instrument, Exhibit
      or Schedule given or delivered to Buyer herewith or at the
      Closing.  All statements contained in any such document, certificate,
      Exhibit or Schedule or other Instrument given or delivered by Seller to Buyer
      herewith or at the Closing shall be deemed to be a representation and warranty
      under this Agreement.  All covenants, representations, warranties and
      agreements made in this Agreement or in any Exhibit, Schedule, Instrument,
      certificate or document delivered herewith or at the Closing shall survive
      the
      execution and delivery thereof and the Closing hereunder.

     

    
      
         

      

      
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    5.02  Obligation
      of Seller to Indemnify.  Seller hereby agrees to indemnify,
      defend, save and hold Buyer (and its directors, officers, employees and agents)
      harmless from and against any and all damage, liability, loss, expense,
      assessment, judgment or deficiency of any nature whatsoever (including, without
      limitation, reasonable attorneys' fees and other costs and expenses incident
      to
      any suit, action or proceeding) (together "Losses") incurred or sustained by
      Buyer which arises out of or results from (i) the breach of any representation
      or warranty of Seller set forth in Article III, (ii) the breach of or failure
      to
      perform any covenant of Seller set forth in this Agreement, and (iii) any and
      all Liabilities and obligations of Seller.

    


    5.03  Obligation
      of Buyer to Indemnify. Buyer hereby agrees to indemnify, defend, save and
      hold Seller (its directors, officer, employees and agents) harmless from and
      against any and all Losses incurred or sustained by Seller which arises out
      of
      or results from (i) the breach of
      any
      representation or warranty of Buyer set forth Article VI above,
      and (ii) the breach of or failure to perform any
      covenant of Buyer set forth in this Agreement.

    


    5.04  Procedures
      for Indemnification.  Promptly after service of notice of any
      claim or of process by any third person in any matter in respect of which
      indemnity may be sought from a party pursuant to this Agreement, the party
      so
      served will notify the indemnifying party of the receipt thereof.  The
      indemnifying party will have the right to participate in, or assume, at its
      own
      expense, the defense of any such claim or process (with counsel reasonably
      acceptable to the indemnified party) or settlement thereof.  After
      notice from the indemnifying party of its election so to assume the defense
      thereof, the indemnifying party will not be liable to the indemnified party
      for
      any legal or other expense incurred by the indemnified party in connection
      with
      such defense.  Such defense will be conducted expeditiously (but with
      due regard for obtaining the most favorable outcome reasonably likely under
      the
      circumstances, taking into account costs and expenditures) and the indemnified
      party will be advised promptly of all material developments.  The
      indemnifying party will not settle any such claim without the prior written
      consent of the indemnified party, which consent shall not be unreasonably
      withheld or delayed.  With respect to any matter which is the subject
      of any such claim and as to which the indemnified party fails to give the other
      party such notice as aforesaid, and such failure adversely affects the ability
      of the indemnifying party to defend such claim or materially increases the
      amount of indemnification which the indemnifying party is obligated to pay
      hereunder, the amount of indemnification which the indemnified party will be
      entitled to receive will be reduced to an amount which the indemnified party
      would have been entitled to receive had such notice been timely
      given.  No settlement of any such claim as to which the indemnifying
      party has not elected to assume the defense thereof will be made without the
      prior written consent of the indemnifying party, which consent will not be
      unreasonably withheld or delayed.

     

    
      
         

      

      
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    5.05   Further
      Assurances.  Following the Closing, at the request of Buyer,
      Seller shall execute and deliver to Buyer such further documents and take such
      reasonable action as may be necessary or appropriate to (i) confirm the sale,
      transfer, assignment, conveyance and delivery of the Purchased Assets, or (ii)
      vest in Buyer all of Seller's right, title and interest to the Purchased
      Assets.  In connection with the foregoing, from and after the Closing
      Date, Buyer shall have the right and authority to endorse, without recourse,
      the
      name of Seller on any check or similar negotiable instrument received by Buyer
      that constitutes any part of the Purchased Assets.  In addition,
      Seller shall pay to Buyer any amounts, which shall be received by Seller after
      the Closing Date which constitute part of the Purchased Assets.

    


    
      	
              ARTICLE
                VI.  MISCELLANEOUS

            


    

    


    6.01  Severability.  If
      any provision of this Agreement or the application of any such provision to
      any
      party or circumstances shall be determined by any court of competent
      jurisdiction to be invalid and unenforceable to any extent, the remainder
      of this Agreement or the application of such provision to such person or
      circumstances other than those to which it is so determined to be invalid and
      unenforceable, shall not be affected thereby, and each provision hereof shall
      be
      validated and shall be enforced to the fullest extent permitted by
      law.

    


    6.02  Waivers.  Any
      failure by any party to this Agreement to comply with any of its obligations,
      agreements or covenants hereunder may be waived by Seller in the case of a
      default by Buyer and by Buyer in the case of a default by
      Seller.  Buyer and Seller will not be deemed as a consequence of any
      act, delay, failure, omission, forbearance or other indulgences granted from
      time to time by Buyer or Seller: (i) to have waived, or to be stopped from
      exercising, any of its rights or remedies under this Agreement, or (ii) to
      have
      modified, changed, amended, terminated, rescinded, or superseded any of the
      terms of this Agreement, unless such waiver, modification, amendment, change,
      termination, rescission, or supersession is express, in writing and signed
      by a
      duly authorized officer of Seller or a duly authorized officer of Buyer, as
      the
      case may be.  No single or partial exercise by Buyer or Seller of any
      right or remedy will preclude other or further exercise thereof or preclude
      the
      exercise of any other right or remedy, and a waiver expressly made in writing
      on
      one occasion will be effective only in that specific instance and only for
      the
      precise purpose for which given, and will not be construed as a consent to
      or a
      waiver of any right or remedy on any future occasion or a waiver of any right
      or
      remedy against any other Person.

    


    6.03  Notices.  All
      notices, consents, demands, requests, approvals and other communications which
      are required or may be given hereunder shall be in writing and shall be deemed
      to have been duly given if personally delivered (including by overnight courier
      service) or mailed certified first class mail, postage prepaid:

     

     

    
      
         

      

      
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      (a)  If
        to Seller:

    

     

    
      	
              Young’s
                Environmental Solutions, LLC

            


    

    
      	
              4160
                S Pecos Suite 20

            


    

    
      	
              Las
                Vegas, Nevada 89121

            


    

    


    (b)  If
      to
      Buyer:

     

    Viper
      Networks, Inc.

    Attn:  Jason
      Sunstein

    7660
      Fay Ave., Suite H339

    La
      Jolla, California 92037

     

    or
      to
      such other person or persons at such address or addresses as may be designated
      by written notice to the other parties hereunder.  Notice shall be
      deemed delivered at the time received for personal delivery, or when mailed
      at a
      United States Post Office box
      or
      branch office.

    


    6.04  Binding
      Effect,
      Benefits.  This Agreement shall inure to the benefit of and be
      binding upon the parties hereto and their respective successors and assigns;
      provided, however, that nothing in this Agreement shall be
      construed to confer any rights, remedies, obligations or liabilities on any
      Person other than the parties hereto or their respective successors and
      assigns.

    


    6.05  Entire
      Agreement;
      Amendment. This Agreement, together with the other Instruments delivered in
      connection herewith, embodies the entire agreement and understanding of the
      parties hereto and supersedes any prior agreement or under-standing between
      the
      parties with respect to the subject matter of this Agreement.  This
      Agreement cannot be amended or terminated orally, but only by a writing duly
      executed by the parties.

    


    6.06  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
      document.

    


    6.07  Headings.  Headings
      of the sections in this Agreement are for reference purposes only and shall
      not
      be deemed to have any substantive effect.

    


    6.08  Assignment.  This
      Agreement may not be assigned by either party without the prior written consent
      of the other.

     

     

    
      
         

      

      
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    6.09
Costs
      and
      Expenses.  Each party shall bear all costs and expenses incurred
      by it in connection with the transactions contemplated hereby; provided however,
      Seller shall pay for all packaging expenses in preparation of the shipping
      of
      the Purchased Assets to Buyer and Buyer shall pay all shipping
      expenses.

    


    6.10  Applicable
      Law.  This Agreement shall be governed, construed and interpreted
      in accordance with the laws of the State of California, without regard to
      conflict of law principles.

    


    6.11
      Arbitration;  Attorney Fees.  Any controversy or
      claim arising out of or relating to this Agreement, or the making, performance,
      or interpretation thereof, shall be resolved by binding arbitration in San
      Diego, California, in accordance with the Rules of the American Arbitration
      Association then existing, and judgment on the arbitration award may be entered
      in any court having jurisdiction over the subject matter of the
      controversy.  In any such arbitration award, the
      prevailing party shall be entitled to recover its attorney fees and costs of
      arbitration.

    


    IN
      WITNESS WHEREOF,
      the parties have executed this Agreement as of the date
      first written above.

     

    
      
        	
                Viper
                  Networks, Inc.:

              	
                Young’s
                  Environment Solutions, LLC:

              
	 	 
	
                By:                                                                                  

              	
                By:                                                                                                        

              
	
                Name:                                            
                                             
                  

              	
                Name:                                                                     
                     

              
	
                Title:                                                
                                            
                  

              	
                Title:                                                                        
                     

              
	 	 


      

    

    


     

     

    
 

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