exh10-22.htm


    Exhibit
      10.22

    SECURITIES
      PURCHASE AGREEMENT

    


    THIS
      SECURITIES PURCHASE AGREEMENT (“Agreement”) is entered into as of July 16, 2003
      by and among Viper Networks, Inc., a Utah corporation (“Company”), those certain
      representatives of the Company listed on Exhibit A attached hereto (the “Viper
      Representatives”), Coliance Communications, Inc., a California corporation
      (“Coliance”), and the common and preferred stockholders of Coliance
      (collectively the “Selling Stockholders”) listed on Exhibit B attached
      hereto.

    


    R
      E C I T A L S

     

    A.           The
      Company has authorized capital stock consisting of 100,000,000 shares of common
      stock (“Common Stock”), no par value, of which 38,082,770 shares are issued and
      outstanding; 100,000 shares of Class A preferred stock (“Class A Preferred
      Stock”), with a par value of $1.00 per share, of which no shares are issued and
      outstanding; and 10,000,000 shares of Class B preferred stock (“Class B
      Preferred Stock”), with a par value of $1.00 per shares, of which 450,000 shares
      are issued and outstanding.

     

    B.           Coliance
      has authorized capital stock consisting of 8,000,000 shares of common stock,
      no
      par value, of which 4,985,000 shares are issued and outstanding and held by
      the
      Selling Common Stockholders; and 10,000,000 shares of Preferred stock, no par
      value, of which 2,456,000 shares are issued and outstanding and held by the
      Selling Preferred Stockholders (collectively “Selling
      Stockholders”).

     

    C.           The
      Selling Stockholders wish to sell, and the Company wishes to purchase a
      non-dilutive 60% of the Coliance Shares on the Closing Date (as defined below),
      in exchange for 12,000,000 shares of the Company’s Common Stock (the “Company
      Common Shares”), which will exchanged with the Selling
      Stockholders.

     

    A
      G R E E M E N T

     

    It
      is agreed as follows:

     

    1.           Securities
      Purchase And Reorganization

     

    1.1           Agreement
      to Exchange Securities.  Subject to the terms and upon the
      conditions set forth herein, each Selling Stockholder agrees to sell, assign,
      transfer and deliver to the Company, and the Company agrees to purchase from
      each Selling Stockholder, at the Closing (as defined below), the Coliance Shares
      owned by the respective Selling Stockholder as set forth on Exhibit A attached
      hereto, in exchange for the transfer, at the Closing, by the Company to each
      Selling Stockholder a pro rata share of the Company Common Shares, as determined
      according to Section 1.1(a) below.

     

    (a)           Determination
      of Pro Rata Share of Company Shares.  The number of Common Company
      Shares which each Selling Stockholder is entitled to receive hereunder will
      be
      exchanges pro rate, based on the number of Coliance Shares owned by the Selling
      Stockholder at the Closing.

     


    
      
         

      

      
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    1.2           Instruments
      of Transfer.

     

    (a)           Coliance
      Shares.  Each Selling Stockholder shall deliver to the Company
      original certificates evidencing the Coliance Shares along with executed stock
      powers, in form and substance satisfactory to the Company, for purposes of
      assigning and transferring all of their right, title and interest in and to
      the
      Coliance Shares.  From time to time after the Closing Date, and
      without further consideration, the Selling Stockholders will execute and deliver
      such other instruments of transfer and take such other actions as the Company
      may reasonably request in order to facilitate the transfer to the Company of
      the
      securities intended to be transferred hereunder.

     

    (b)           The
      Company Shares.  The Company shall deliver to the Selling
      Stockholders on the Closing Date original certificates evidencing the Company
      Shares or in the alternative an authorized Treasury Order to the Company’s
      Transfer Agent for the same, in form and substance satisfactory to the Selling
      Stockholders, in order to effectively vest in the Selling Stockholders all
      right, title and interest in and to the Company Shares, subject to certain
      performance benchmarks as identified in paragraph 1.2 (b) i of this Agreement
      below.  From time to time after the Closing Date, and without further
      consideration, the Company will execute and deliver such other instruments
      and
      take such other actions as the Selling Stockholders may reasonably request
      in
      order to facilitate the issuance to them of the Company Shares.

     

    (i)           Performance
      Benchmarks.  The 12,00,000 of shares of the Company’s Common Stock
      will be issued, but released pursuant and subject to certain performance
      benchmarks completed by Coliance, as follows:

     

    1.           4,000,000
      Common Shares at Closing as identified in paragraph 1.3 of this Agreement,
      which
      will vest over four (4) equal quarterly periods;

     

    2.           4,000,000
      Common Shares once Coliance has generated gross monthly revenues of at least
      $100,000 for three (3) consecutive months;

     

    3.           2,000,000
      Common Shares at the closing of any Coliance contracts resulting in the sale
      of
      10,000 USB phones and placed on an operational network; and

     

    4.           2,000,000
      Common Shares at the two (2) year anniversary of this Agreement or upon the
      market price of the Company’s Common Stock trading at a price of $1.00 or higher
      for three (3) consecutive months, whichever occurs sooner.

     

    1.3           Closing.  The
      closing (“Closing”) of the exchange of the Coliance Shares and the Company
      Common Shares shall take place at the offices of the Company at 12:00 p.m.,
      local time, on July 16, 2003, or at such other time and place as may be agreed
      to by all of the parties hereto (“Closing Date”).

     

    1.4           Tax
      Free Reorganization.  The parties intend that the transaction
      under this Agreement qualify as a tax free reorganization under Section 368
      (a)(1)(B) of the Internal Revenue Code of 1986, as amended.

     


    
      
         

      

      
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    2.           Deliveries
      At Closing.

     

    2.1           Company’s
      Deliveries at Closing.  At or prior to the Closing, the Company
      shall deliver or cause to be delivered to Coliance and the Selling Stockholders
      all of the following:

     

    (a)           Certificates
      representing the Company Common and Preferred Shares, registered in the names
      of
      the Selling Stockholders;

     

    (b)           An
      Officer’s Certificate signed by the Company’s president in the form attached
      hereto as Exhibit C;

     

    (c)           Certified
      resolutions of the Board of Directors of the Company in the form attached hereto
      as Exhibit D (i) authorizing the consummation of the transactions contemplated
      by this Agreement; and (ii) electing the persons designated as officers and
      directors of the Company and Coliance effective as of the Closing
      Date.

     

    (d)           A
      certificate of good standing of the Company from the State of Utah as of the
      most recent practicable date.

     

    (e)           Such
      other documents and instruments as shall be reasonably necessary to effect
      the
      transactions contemplated hereby.

     

    2.2           Selling
      Stockholders’ Deliveries at Closing.  At or prior to the Closing,
      the Selling Stockholders shall deliver or cause to be delivered to the Company
      all of the following:

     

    (a)           Original
      certificates representing the Coliance Shares, along with duly executed stock
      powers, in form and substance satisfactory to the Company.

     

    (b)           Such
      other documents and instruments as shall be reasonably necessary to effect
      the
      transactions contemplated hereby.

     

    2.3           Coliance’s
      Deliveries at Closing.  At or prior to the Closing, Coliance shall
      deliver or cause to be delivered to the Company all of the
      following:

     

    (a)           An
      Officer’s Certificate signed by Coliance’s president in the form attached hereto
      as Exhibit E.

     

    (b)           Certified
      resolutions of the Board of Directors of Coliance in the form attached hereto
      as
      Exhibit F authorizing the consummation of the transactions contemplated by
      this
      Agreement.

     

    (c)           A
      certificate of good standing of Coliance from the State of California as of
      the
      most recent practicable date.

     

    (d)           Such
      other documents and instruments as shall be reasonably necessary to effect
      the
      transactions contemplated hereby.

     


    
      
         

      

      
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    3.           Representations
      and Warranties of the Selling Stockholders.  Each Selling
      Stockholder severally represents, warrants and covenants to and with the Company
      with respect to himself, as follows:

     

    3.1           Power
      and Authority.  The Selling Stockholder has all requisite
      individual power and authority to enter into and to carry out all of the terms
      of this Agreement and all other documents executed and delivered in connection
      herewith (collectively, the “Documents”).  All individual action on
      the part of the Selling Stockholder necessary for the authorization, execution,
      delivery and performance of the Documents by the Selling Stockholder has been
      taken and no further authorization on the part of the Selling Stockholder is
      required to consummate the transactions provided for in the
      Documents.  When executed and delivered by the Selling Stockholder,
      the Documents shall constitute the valid and legally binding obligation of
      the
      Selling Stockholder enforceable in accordance with their respective terms,
      except as limited by applicable bankruptcy, insolvency reorganization and
      moratorium laws and other laws affecting enforcement of creditor’s rights
      generally and by general principles of equity.

     

    3.2           Ownership
      of and Title to Securities.  The Selling Stockholder represents
      that he is the sole owner of the Coliance Shares held by him and that there
      are
      no warrants, options, subscriptions, calls, or other similar rights of any
      kind
      for the issuance or purchase of any of the Coliance Shares or other securities
      of Coliance held by the Selling Stockholder. The Selling Stockholder represents
      that the Selling Stockholder has and will transfer to the Company good and
      marketable title to the Coliance Shares which he owns, free and clear of all
      pledges, security interests, mortgages, liens, claims, charges, restrictions
      or
      encumbrances.

     

    3.3           Investment
      and Related Representations.  The Selling Stockholder is aware
      that neither the Company Shares nor the offer or sale thereof to the Selling
      Stockholder has been registered under the Securities Act of 1933, as amended
      (“Act”), or under any state securities law.  The Selling Stockholder
      understands that the Company Shares will be characterized as “restricted”
securities under federal securities laws inasmuch as they are being acquired
      in
      a transaction not involving a public offering and that under such laws and
      applicable regulations such securities may be resold without registration under
      the Act only in certain limited circumstances.  The Selling
      Stockholder agrees that the Selling Stockholder will not sell all or any portion
      of the Company Shares except pursuant to registration under the Act or pursuant
      to an available exemption from registration under the Act.  The
      Selling Stockholder understands and acknowledges that all certificates
      representing the Company Shares shall bear the following legend or a legend
      of
      similar import and that the Company shall refuse to transfer the Company Shares
      except in accordance with such restrictions:

     

    "THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER CERTAIN STATE
      SECURITIES LAWS.  NO SALE OR TRANSFER OF THESE SHARES MAY BE MADE IN
      THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (2)
      AN
      OPINION OF COUNSEL THAT REGISTRATION UNDER THE ACT OR UNDER APPLICABLE STATE
      SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED SALE OR
      TRANSFER."


    
      
         

      

      
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    4.           Representations
      And Warranties Of COLIANCE.  Coliance represents, warrants
      and covenants to and with the Company as follows

     

    4.1           Organization
      and Good Standing.  Coliance is a corporation duly organized,
      validly existing, and in good standing under the laws of the State of California
      and has full corporate power and authority to enter into and perform its
      obligations under this Agreement.

     

    4.2           Capitalization.  The
      authorized capital stock of Coliance consists of 8,000,000 shares of common
      stock, no par value, of which 4,985,000 shares are issued and outstanding and
      10,000,000 shares of preferred stock, no par value, of which 2,456,900 shares
      are issued and outstanding. All outstanding shares of Coliance’s common and
      preferred stock were offered and sold in compliance with applicable state and
      federal securities laws, have been duly authorized and validly issued, and
      are
      fully paid, nonassessable, and free of any preemptive rights.  There
      are no warrants, options, subscriptions, calls, other similar rights to purchase
      any of Coliance’s capital stock, and there are no voting, pooling or voting
      trust agreements, arrangements or contracts by and among Coliance, its
      shareholders, or any of them.

     

    4.3           Validity
      of Transactions.  This Agreement, and each document executed and
      delivered by Coliance in connection with the transactions contemplated by this
      Agreement, and the performance of the transactions contemplated therein have
      been duly authorized by the directors of Coliance, have been duly executed
      and
      delivered by Coliance and is each the valid and legally binding obligation
      of
      Coliance, enforceable in accordance with its terms, except as limited by
      applicable bankruptcy, insolvency reorganization and moratorium laws and other
      laws affecting enforcement of creditor’s rights generally and by general
      principles of equity.

     

    4.4           No
      Conflict.  The execution and delivery of this Agreement and the
      consummation of the transactions contemplated hereby do not and will not
      conflict with, or result in a breach of any term or provision of, or constitute
      a default under or result in a violation of (i) the Certificate of Incorporation
      or Bylaws of Coliance, as amended, (ii) any agreement, contract, lease, license
      or instrument to which Coliance is a party or by which Coliance or any of its
      properties or assets are bound, or (iii) any judgment, decree, order, or writ
      by
      which Coliance is bound or to which it or any of its properties or assets are
      subject.

     

    4.5           Approvals
      and Consents.  There are no permits, consents, mandates or
      approvals of public authorities, either federal, state or local, or of any
      third
      party necessary for Coliance’s consummation of the transactions contemplated
      hereby.

     

    4.6           Accuracy
      of Information.  None of the representations or warranties or
      information provided and to be provided by the Coliance in this Agreement,
      or
      any schedules or exhibits hereto, contains or will contain any untrue statement
      of a material fact or omits or will omit to state any material facts necessary
      in order to make the statements and facts contained herein or therein not false
      or misleading.  Copies of all documents heretofore or hereafter
      delivered or made available to Coliance pursuant hereto were or will be complete
      and accurate records of such documents.

     


    
      
         

      

      
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    5.           Representations,
      Warranties and Covenants of the Company.  The Company
      represents, warrants and covenants to and with Coliance and each of the Selling
      Stockholders as follows.  As used herein, the term “Company Disclosure
      Schedule” shall refer to the Company Disclosure Schedule attached
      hereto.

     

    5.1           Organization
      and Good Standing.  The Company is a corporation duly organized,
      validly existing, and in good standing under the laws of the State of Utah
      and
      has full corporate power and authority to enter into and perform its obligations
      under this Agreement.

     

               5.2                      Capitalization.
      The Company has authorized capital stock consisting of 100,000,000 shares of
      common stock (“Common Stock”), no par value, of which 38,082,770 shares are
      issued and outstanding; 100,000 shares of Class A preferred stock (“Class A
      Preferred Stock”), with a par value of $1.00 per share, of which no shares are
      issued and outstanding; and 10,000,000 shares of Class B preferred stock (“Class
      B Preferred Stock”), with a par value of $1.00 per shares, of which 450,000
      shares are issued and outstanding.

     

    5.3           Validity
      of Transactions.  Except as set forth on the Company Disclosure
      Schedule: (i) this Agreement, and each document executed and delivered by the
      Company in connection with the transactions contemplated by this Agreement,
      and
      the performance of the transactions contemplated therein have been duly
      authorized by the directors of the Company, have been duly executed and
      delivered by the Company and is each the valid and legally binding obligation
      of
      the Company, enforceable in accordance with its terms, except as limited by
      applicable bankruptcy, insolvency reorganization and moratorium laws and other
      laws affecting enforcement of creditor’s rights generally and by general
      principles of equity; (ii) the Company Shares issuable hereunder, when issued
      in
      accordance with the terms of this Agreement, will be duly authorized, validly
      issued, fully paid and nonassessable; and (iii) the Company Shares will be
      free
      of any liens or encumbrances, except for any restrictions imposed by federal
      or
      state securities laws.

     

    5.4           No
      Conflict.  Except as set forth on the Company Disclosure Schedule,
      the execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby do not and will not conflict with, or result
      in
      a breach of any term or provision of, or constitute a default under or result
      in
      a violation of (i) the Articles of Incorporation or Bylaws of the Company,
      as
      amended, (ii) any agreement, contract, lease, license or instrument to which
      the
      Company is a party or by which the Company or any of its properties or assets
      are bound, or (iii) any judgment, decree, order, or writ by which the Company
      is
      bound or to which it or any of its properties or assets are
      subject.

     

    5.5           Approvals
      and Consents.  Except as set forth on the Company Disclosure
      Schedule, there are no permits, consents, mandates or approvals of public
      authorities, either federal, state or local, or of any third party necessary
      for
      the Company’s consummation of the transactions contemplated hereby.

     

    5.6           Litigation.  Except
      as set forth in the Company Disclosure Schedule, there are no suits or
      proceedings (including without limitation, proceedings by or before any
      arbitrator, government commission, board, bureau or other administrative agency)
      pending or, to the knowledge of the Company, threatened against or affecting
      the
      Company, the officers or

     


    
      
         

      

      
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    directors
      of the Company or any of their respective affiliates or which questions or
      threatens the validity of this Agreement or any action to be taken in connection
      therewith, and neither the Company nor any of its assets is subject to or in
      default with respect to any order, writ, injunction or decree of any federal,
      state, local or other governmental department.  The Company has not
      commenced and does not currently intend to commence any legal proceedings
      against any other person or entity.

     

    5.7           Taxes.  All
      federal income tax returns and state and local income tax returns for the
      Company have been filed as required by law.  All taxes as shown on
      such returns or on any assessment received subsequent to the filing of such
      returns have been paid, and there are no pending assessments or adjustments
      or
      any income tax payable for which reserves, which are reasonably believed by
      the
      Company to be adequate for the payment of any additional taxes that may come
      due, have not been established.  All other taxes imposed by any
      government authority on the Company have been paid and any reports or returns
      due in connection therewith have been filed.  No outstanding claim for
      assessment or collection of taxes has been asserted against the Company and
      there are no pending, or to the knowledge of the Company, threatened tax audits,
      examinations or claims.

     

    5.8           No
      Defaults.  No material default (or event which, with the passage
      of time or the giving of notice, or both, would become a material default)
      exists or is alleged to exist with respect to the performance of any obligation
      either of the Company under the terms of any indenture, license, mortgage,
      deed
      of trust, lease, note, guaranty, joint venture agreement, operating agreement,
      partnership agreement, or other contract or instrument to which the Company
      is a
      party or any of its assets are subject, or by which it is otherwise bound,
      and,
      to the best knowledge of the Company, no such default or event exists or is
      alleged to exist with respect to the performance of any obligation of any party
      thereto.

     

    5.9           Corporate
      Documents.  The Company has furnished to Coliance and the Selling
      Stockholders true and complete copies of the Articles of Incorporation and
      Bylaws of the Company certified by its secretary and copies of the resolutions
      adopted by the Company’s Board of Directors authorizing and approving this
      Agreement and the transactions contemplated hereby.  The Company has
      made available to Coliance and the Selling Stockholders and their
      representatives all corporate minute books of the Company, and such minute
      books
      contain complete and accurate records of the proceedings of the Company’s
      shareholders and directors.

     

    5.10           Contracts
      and Other Commitments.  Except as set forth on the Company
      Disclosure Schedule, the Company does not have and is not bound by any contract,
      agreement, lease, commitment or proposed transaction, judgment, order, writ
      or
      decree, written or oral, absolute or contingent.

     

    5.11           Compliance
      with Laws.  The Company has complied in all material respects with
      all laws, regulations and orders affecting its business and operations and
      is
      not in default under or in violation of any provision of any federal, state
      or
      local rule, regulation or law, including without limitation, any applicable
      statute, law or regulation relating to the environment or occupational health
      and safety, and no material expenditures are or will be required in order to
      comply with any such existing statute, law or regulation.

     


    
      
         

      

      
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    5.12           Assets
      or Liabilities.  Except as set forth on the Company Disclosure
      Schedule or the Company’s financial statements dated June 1, 200, the Company
      represents and warrants that it does not have any assets, liabilities or
      operations.

     

    5.13           Absence
      of Certain Changes.   Except as set forth on the Company
      Disclosure Schedule, since the date of the Company’s financial statements dated
      December 31, 2002, there has not been any Material Adverse Change or any change
      of the kind described in Section 7.4 of this Agreement.  For the
      purposes hereof, “Material Adverse Change” means any event, circumstance,
      condition, development or occurrence causing, resulting in, having or that
      could
      reasonably be expected to have, a material adverse effect on the business,
      assets or financial condition of the Company.

     

    5.14           Brokers
      and Finders.  The Company has not dealt with any broker or finder
      in connection with the transactions contemplated hereby.  The Company
      has not incurred, nor shall it incur, directly or indirectly, any liability
      for
      any brokerage or finders’ fees, agent commissions or any similar charges in
      connection with this Agreement or any transaction contemplated
      hereby.

     

    5.15           Intercompany
      and Affiliate Transactions; Insider Interests.  Except as set
      forth on the Company Disclosure Schedule, there are, and during the last two
      years there have been, no transactions, agreements or arrangements of any kind,
      direct or indirect, between the Company and any director, officer, employee,
      stockholder, or affiliate of the Company, including, without limitation, loans,
      guarantees or pledges to, by or for the Company or from, to, by or for any
      of
      such persons, that are currently in effect.

     

    5.16           Accuracy
      of Information.  None of the representations or warranties or
      information provided and to be provided by the Company to Coliance or the
      Selling Stockholders in this Agreement, or any schedules or exhibits hereto,
      contains or will contain any untrue statement of a material fact or omits or
      will omit to state any material facts necessary in order to make the statements
      and facts contained herein or therein not false or misleading.  Copies
      of all documents heretofore or hereafter delivered or made available to Coliance
      pursuant hereto were or will be complete and accurate records of such
      documents.

     

    6.           Viper
      Representatives’ Lock-up.

     

    6.1           Lock-Up
      of Shares.  No lock up agreements.

     

    7.           Additional
      Understandings and Agreements of the Parties

     

    7.1           Access
      to Coliance.  Coliance shall afford to the Company and shall cause
      its independent accountants to afford to the Company, and its accountants,
      counsel and other representatives, reasonable access during normal business
      hours during the period prior to the Closing Date to all of Coliance’s
      properties, books, contracts, commitments and records and to the audit work
      papers and other records of Coliance’s independent
      accountants.  During such period, Coliance shall use reasonable
      efforts to furnish promptly to the Company all information concerning the
      business, properties and personnel of Coliance as the Company may reasonably
      request, provided that Coliance shall not be required to disclose any
      information which it is legally required to keep confidential.  The
      Company will not use such information for purposes

     


    
      
         

      

      
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    other
      than this Agreement and the transaction contemplated hereby and will otherwise
      hold such information in confidence (and the Company will cause its consultants
      and advisors also to hold such information in confidence) until such time as
      such information otherwise becomes publicly available, and in the event of
      termination of this Agreement for any reason the Company shall promptly return,
      or cause to be returned, to Coliance all documents obtained from Coliance,
      and
      any copies made of such documents, extracts and copies thereof.

     

    7.2           Access
      to Company.  The Company shall afford to Coliance and the Selling
      Stockholders and shall cause its independent accountants to afford to Coliance
      and the Selling Stockholders, and their accountants, counsel and other
      representatives, reasonable access during normal business hours during the
      period prior to the Closing Date to all of the Company's properties, books,
      contracts, commitments and records and to the audit work papers and other
      records of the Company's independent accountants.  During such period,
      the Company shall use reasonable efforts to furnish promptly to Coliance or
      the
      Selling Stockholders such information concerning the Company as Coliance or
      the
      Selling Stockholders may reasonably request, provided that the Company shall
      not
      be required to disclose any information which it is legally required to keep
      confidential.  Coliance and the Selling Stockholders will not use such
      information for purposes other than this Agreement and the transaction
      contemplated hereby and will otherwise hold such information in confidence
      (and
      Coliance and the Selling Stockholders will cause their respective consultants
      and advisors also to hold such information in confidence) until such time as
      such information otherwise becomes publicly available, and in the event of
      termination of this Agreement for any reason Coliance and the Selling
      Stockholders shall promptly return, or cause to be returned, to the Company
      all
      documents obtained from the Company, and any copies made of such documents,
      extracts and copies thereof.

     

    7.3           Name
      Change.  To be determined.

     

    7.4           Operation
      of the Company Prior to Closing.  During the period from the date
      of this Agreement until the Closing, the Company shall not, except as
      contemplated, permitted or required by this Agreement, (i) conduct any business
      or engage in any activities other than activities related to the closing of
      the
      transactions contemplated by this Agreement; (ii) declare or pay any dividends
      on or make any other distributions in respect of any of its capital stock;
      (iii)
      split, combine or reclassify any of its capital stock or issue or authorize
      the
      issuance of any other securities in respect of, in lieu or, or in substitution
      for shares of capital stock of the Company except as called for under this
      Agreement; (iii) repurchase or otherwise acquire any shares of its capital
      stock
      or rights to acquire any shares of its capital stock; (iv) issue, deliver or
      sell or authorize or propose the issuance, delivery or sale of, any shares
      or
      its capital stock or any class or securities convertible into, or rights,
      warrants or options to acquire, any such shares or other convertible securities,
      except for the issuance and sale of the Company Shares in accordance with the
      provisions of this Agreement; (v) become a party to or become bound by or agree
      to become a party to or become bound by any contract, instrument, lease,
      license, agreement, commitment or undertaking; or (vi) incur or agree to incur
      any amount of long or short-term debt for money borrowed, or indemnify or agree
      to indemnify others, or incur or agree to incur any debts, obligations or
      liabilities whatsoever.

     


    
      
         

      

      
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    8.           Conditions
      Precedent

     

    8.1           Conditions
      to Each Party's Obligations.  The respective obligations of each
      party to consummate the transactions contemplated by this Agreement shall be
      subject to the satisfaction on or prior to the Closing of the following
      conditions unless waived by such party:

     

    (a)           Government
      Approvals.  All authorizations, consents, orders or approvals of,
      or declarations or filings with, or expiration of waiting periods imposed by,
      any governmental authority necessary for the consummation of the transactions
      contemplated by this Agreement shall have been filed, occurred or been
      obtained.

     

    (b)           Third-Party
      Approvals.  Any and all consents or approvals required from third
      parties relating to contracts, licenses, leases and other instruments, material
      to the respective businesses of the Company and Coliance, shall have been
      obtained.

     

    (c)           Legal
      Action.  No temporary restraining order, preliminary injunction or
      permanent injunction or other order preventing the consummation of the
      transactions contemplated by this Agreement shall have been issued by any
      federal or state court and remain in effect, and no litigation seeking the
      issuance of such an order or injunction, shall be pending which, in the good
      faith judgment of Coliance or the Company, has a reasonable probability of
      resulting in such order, injunction or damages.  In the event any such
      order or injunction shall have been issued, each party agrees to use its
      reasonable efforts to have any such injunction lifted.

     

    8.2           Conditions
      to Obligations of the Company.  The obligations of the Company to
      consummate the transactions contemplated by this Agreement are subject to the
      satisfaction on or prior to the Closing of the following conditions, unless
      waived by the Company:

     

    (a)           Representations
      and Warranties of Selling Stockholders.  The representations and
      warranties of the Selling Stockholders set forth in this Agreement shall be
      true
      and correct in all material respects as of the date of this Agreement and as
      if
      made at and as of the Closing Date, except as otherwise contemplated by this
      Agreement.

     

    (b)           Representations
      and Warranties of Coliance.  The representations and warranties of
      Coliance set forth in this Agreement shall be true and correct in all material
      respects as of the date of this Agreement and as if made at and as of the
      Closing Date, and the Company shall have received a certificate to such effect
      signed by the president of Coliance.

     

    (c)           Performance
      of Obligations of Coliance.  Coliance shall have performed in all
      material respects all obligations required to be performed by it under this
      Agreement prior to the Closing Date, and the Company shall have received a
      certificate to such effect signed by the president of Coliance.

     

    (d)           Additional
      Closing Documents.  The Company shall have received (i) each of
      the documents or instruments listed in Section 2.2 hereof from the Selling
      Stockholders; (ii) each of the documents or instruments listed in Section 2.3
      hereof from

     


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    


    Coliance;
      and (iii) such other documents and instruments as are required to be delivered
      pursuant to the provisions of this Agreement or as otherwise reasonably
      requested by the Company.

     

    8.3           Conditions
      to Obligations of Coliance and the Selling Stockholders.  The
      obligations of Coliance and the Selling Stockholders to consummate the
      transactions contemplated by this Agreement are subject to the satisfaction
      on
      or prior to the Closing Date of the following conditions unless waived by
      Coliance and the Selling Stockholders:

     

    (a)           Representations
      and Warranties.  The representations and warranties of the Company
      set forth in this Agreement shall be true and correct in all material respects
      as of the date of this Agreement and as if made at and as of the Closing Date,
      except as otherwise contemplated by this Agreement, and Coliance and the Selling
      Stockholders shall have received a certificate to such effect signed by the
      President of the Company.

     

    (b)           Performance
      of Obligations of the Company.  The Company shall have performed
      in all material respects all obligations required to be performed by it under
      this Agreement prior to the Closing Date, and Coliance shall have received
      a
      certificate to such effect signed by the president of the Company.

     

    (c)           Additional
      Closing Documents.  Coliance and the Selling Stockholders shall
      have received (i) the documents and instruments referenced in Section 2.1
      hereof; and (ii) such other documents and instruments as are required to be
      delivered pursuant to the provisions of this Agreement or otherwise reasonably
      requested by Coliance.

     

    9.           Miscellaneous.

     

    9.1           Cumulative
      Remedies.  Any person having any rights under any provision of
      this Agreement will be entitled to enforce such rights specifically, to recover
      damages by reason of any breach of any provision of this Agreement, and to
      exercise all other rights granted by law, which rights may be exercised
      cumulatively and not alternatively.

     

    9.2           Successors
      and Assigns.  Except as otherwise expressly provided herein, this
      Agreement and any of the rights, interests or obligations hereunder may not
      be
      assigned by any of the parties hereto. All covenants and agreements contained
      in
      this Agreement by or on behalf of any of the parties hereto will bind and inure
      to the benefit of the respective permitted successors and assigns of the parties
      hereto whether so expressed or not.

     

    9.3           Severability.  Whenever
      possible, each provision of this Agreement will be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Agreement is held to be prohibited by or invalid under applicable law, such
      provision will be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of this Agreement or the other
      documents.

     

    9.4           Counterparts.  This
      Agreement may be executed in two or more counterparts, any one of which need
      not
      contain the signatures of more than one party, but all such counterparts when
      taken together will constitute one and the same agreement.

     


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    


    9.5           Entire
      Agreement.  This Agreement constitutes the entire agreement and
      understanding of the parties with respect to the subject matter thereof, and
      supersedes all prior and contemporaneous agreements and
      understandings.

     

    9.6           Survival
      of Representations.  All representations, warranties and
      agreements contained herein or made in writing by the Company, Coliance and
      the
      Selling Stockholders in connection with the transactions contemplated hereby
      except any representation, warranty or agreement as to which compliance may
      have
      been appropriately waived, shall survive the execution and delivery of this
      Agreement.

     

    9.7           Expenses
      and Attorney Fees.  The Company, Coliance and the Selling
      Stockholders shall each pay all of their respective legal and due diligence
      expenses in connection with the transactions contemplated by this Agreement,
      including, without limiting the generality of the foregoing, legal and
      accounting fees.

     

    9.8           Waiver
      of Conditions.  At any time or times during the term hereof, the
      Company may waive fulfillment of any one or more of the conditions to its
      obligations in whole or in part, and Coliance or the Selling Stockholders may
      waive fulfillment of any one or more of the foregoing conditions to their
      obligation, in whole or in part, by delivering to the other party a written
      waiver or waivers of fulfillment thereof to the extent specified in such written
      waiver or waivers.  Any such waiver shall be validly and sufficiently
      authorized for the purposes of this Agreement if, as to any party, it is
      authorized in writing by an authorized representative of such
      party.  The failure of any party hereto to enforce at any time any
      provision of this Agreement shall not be construed to be a waiver of such
      provision, nor in any way to affect the validity of this Agreement or any part
      hereof or the right of any party thereafter to enforce each and every such
      provision.  No waiver of any breach of this Agreement shall be held to
      constitute a waiver of any other or subsequent breach.

     

    9.9           Law
      Governing.  This Agreement shall be construed and interpreted in
      accordance with and governed and enforced in all respects by the laws of the
      State of California.

     

    9.10           Attorneys’
      Fees.  If any action at law or in equity is necessary to enforce
      or interpret the terms of this Agreement, the prevailing party shall be entitled
      to reasonable attorneys’ fees, costs and disbursements in addition to any other
      relief to which such party may be entitled.

     

    9.11           Delivery
      by Fax.  Delivery of an executed counterpart of the Agreement or
      any exhibit attached hereto by facsimile transmission shall be equally as
      effective as delivery of an executed hard copy of the same.  Any party
      delivering an executed counterpart of this Agreement or any exhibit attached
      hereto by facsimile transmission shall also deliver an executed hard copy of
      the
      same, but the failure by such party to deliver such executed hard copy shall
      not
      affect the validity, enforceability or binding nature effect of this Agreement
      or such exhibit.

     

    9.12           Gender
      Neutral Pronouns.  All pronouns and any variations thereof shall
      be deemed to refer to the masculine, feminine or neuter, singular or plural,
      as
      the identity of the referenced person, persons, entity or entities may
      require.

     


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    


    


     

    [THIS
      SPACE INTENTIONALLY LEFT BLANK]

     


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, each of the parties to this Agreement has executed or caused
      this Agreement to be executed as of the date first above written.

     

    


     

    “COMPANY”                                                                                     “VIPER
      REPRESENTATIVES”

     

    Viper
      Networks,
      Inc.                                                                            Signatures
      Appear on Exhibit A

    a
      Utah corporation

    


    


    By:                                                                

    John
      Castiglione, President

     

    


    


    


    “COLIANCE”                                                                                     “SELLING
      STOCKHOLDERS”

    


    Coliance
      Communications,
      Inc.                                                             Signatures
      Appear on Exhibit B

    a
      California corporation

    


    By:                                                                

    Stephen
      Young, President

     


    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    


    


    COMPANY
      DISCLOSURE SCHEDULE

    


    


    The
      following schedule is intended to provide International Concepts Corp. and
      the
      Selling Shareholders with additional disclosure regarding the company and must
      be read in conjunction Section 5 of the SECURITIES PURCHASE
      AGREEMENT.

     

    1.           Section
      5.12. The last audited financial statements of Company or as of December
      31, 2000.  The last unaudited balance sheet is as of December 31,
      2002.  Copies of both have been provided Coliance.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    VIPER
      REPRESENTATIVES

     

    


    Name
      and
      Address                                                                                                                               
Number of

    of
      Viper
      Representative                                                      Signature                                                      
      Securities

    


    John
      Castiglione                                                   _______________________                                    
6,000,000 shares of common

    


    Jason
      Sunstein                                                      _______________________                                    6,000,000
      shares of common

    


    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

     

    LIST
      OF SELLING STOCKHOLDERS

     

    
      	
              Name
                and Address of Selling Stockholder

            	
              Signature

            	
              Number
                of COLIANCE Shares

            	
              Number
                of Common Company Shares

            	 
	 	
               

              _______________

            	 	 	 
	 	
               

              _______________

            	 	 	 
	 	
               

              _______________

            	 	 	 


    

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


     EXHIBIT
      C

     

    FORM
      OF COMPANY OFFICERS CERTIFICATE

     

    The
      undersigned hereby certifies to Coliance and the Selling Stockholders (as those
      terms are defined in that certain SECURITIES PURCHASE AGREEMENT dated as of
      July
      16, 2003 by and among Coliance, the Selling Stockholders, Viper Networks, Inc.
      and the Viper Representatives (the “Agreement”)) that:

     

    1.           I
      am the duly elected and acting President of Viper Networks, Inc., a Utah
      corporation (“Company”).

     

    2.           This
      Officer’s Certificate is being delivered to Coliance and the Selling
      Stockholders pursuant to Sections 2.1(b) and 8.3(a) of the
      Agreement.

     

    3.           All
      of the representations and warranties of the Company made in the Agreement
      are
      true and correct in all material respects on and as of the date hereof as though
      such representations and warranties had been made or given on and as of the
      date
      hereof .

     

    4.           The
      Company has performed and complied in all material respects with all of the
      covenants and agreements made in the Agreement to be performed by or complied
      with by the Company on or prior to the date hereof.

     

    Executed
      effective as of July 16, 2003.

     

    


     

    __________________________________________

    John
      Castiglione,
      President


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      D

     

    FORM
      OF COMPANY RESOLUTIONS

     

    UNANIMOUS
      WRITTEN CONSENT

    OF
      THE BOARD OF DIRECTORS OF

    VIPER
      NETWORKS, INC.

    A
      Utah Corporation

    


    The
      undersigned, being all of the directors of Viper Networks, Inc., Inc., a Utah
      corporation (the “Corporation”), hereby adopt the following recitals and
      resolutions by their unanimous written consent thereto, effective as of July
      16,
      2003, hereby waiving all notice of and the holding of any meeting of the board
      of directors to act upon such resolutions.

     

    SECURITIES
      PURCHASE AGREEMENT

     

    WHEREAS,
      there has been presented to the board of directors of this Corporation a
      proposed SECURITIES PURCHASE AGREEMENT (the "Agreement") by and among this
      Corporation, Coliance Communications, Inc., a California corporation
      (“Coliance”), and the stockholders of Coliance (the “Selling Stockholders”)
      providing for the acquisition by the Corporation of a non-dilutive 60% interest
      in Coliance in exchange for the issuance by the Corporation of an aggregate
      of
      12,000,000 shares of Common Stock; and

    


    WHEREAS,
      the board of directors of this Corporation deems it to be in the best interests
      of the Corporation and its stockholders that the Corporation acquire a
      non-dilutive 60% interest in Coliance in accordance with the terms and
      conditions of the Agreement.

    


    RESOLVED,
      that the form, terms and conditions of the Agreement, as presented to the board
      of directors, be and they hereby are, in all respects, approved and
      adopted;

    


    RESOLVED,
      FURTHER, that the President of this Corporation is hereby authorized and
      directed, for and on behalf of the Corporation, to execute and deliver the
      Agreement to Coliance and the Selling Stockholders with such changes thereto
      as
      such officer, in his discretion, deems necessary or desirable;

    


    RESOLVED,
      FURTHER, that the officers of the Corporation are further authorized and
      empowered to execute any other agreements or documents and take any further
      action necessary in order to enable the Corporation to perform its obligations
      under the Agreement;

    


    RESOLVED,
      FURTHER, that the officers of the Corporation are further authorized and
      empowered for and on behalf of the Corporation to issue an aggregate of
      12,000,000 shares of Common Stock;

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    RESOLVED,
      FURTHER, that the officers of the Corporation are further authorized and
      empowered for and on behalf of the Corporation to pay all of the fees and
      expenses incurred by the Corporation in connection with the negotiation and
      consummation of the transactions contemplated by the Agreement;

    


    RESOLVED,
      FURTHER, that the officers of the Corporation are further authorized and
      empowered for and on behalf of the Corporation to prepare or cause to be
      prepared, execute and file the appropriate notice and exemption forms pertaining
      to the issuance of the Corporation’s stock pursuant to the Agreement as required
      under applicable federal and state securities laws including, but not limited
      to, Form D pursuant to and in accordance with Regulation D of the Securities
      Act
      of 1933.

    


    ELECTION
      OF DIRECTOR

     

    RESOLVED,
      that pursuant to the power conferred on the board of directors of the
      Corporation by the Corporation’s Bylaws, subject to the Agreement and the
      closing of the transactions contemplated thereby, the board of directors of
      the
      Corporation hereby determines that the exact number of authorized directors
      of
      the Corporation shall be three (3), effective immediately until such time as
      the
      number is changed in accordance with the Corporation’s Bylaws.

     

    RESOLVED,
      FURTHER, that Stephen Young and Ron Weaver are hereby elected to serve as a
      directors of the Corporation, his term of office to commence immediately and
      continue until his successor is duly elected and qualified.

     

    OMNIBUS
      RESOLUTIONS

     

    RESOLVED,
      that the appropriate officers of the Corporation are hereby authorized,
      empowered and directed to do or cause to be done any and all such further acts
      and things, to execute any and all such further documents as they may deem
      necessary or advisable to effect the provisions of the Agreement and to carry
      out the intent and accomplish the purposes of the foregoing
      resolutions.

     

    RESOLVED,
      FURTHER, that the authority given hereunder shall be deemed retroactive and
      any
      and all acts authorized hereunder performed prior to the passage of these
      resolutions are hereby ratified and affirmed.

     

    This
      Unanimous Written Consent may be executed in one or more counterparts, each
      of
      which shall be an original and all of which together shall be one and the same
      instrument.  This Unanimous Written Consent shall be filed in the
      Minute Book of this Corporation and become a part of the records of this
      Corporation.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent
      effective as of July 16, 2003.

     

    ____________________________________

    John
      Castiglione

     

    ____________________________________

                                                                                       
Jason
      Sunstein

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      E

     

    FORM
      OF COLIANCE OFFICERS CERTIFICATE

     

    The
      undersigned hereby certifies to the Viper Networks, Inc. (“Viper”)
      that:

     

    1.           I
      am the duly elected and acting President of Coliance Communications, Inc.,
      a
      California corporation (“Coliance”).

     

    2.           This
      Officer’s Certificate is being delivered to the Viper pursuant to Sections
      2.3(a) and 8.2(b) of the Agreement.

     

    3.           All
      of the representations and warranties of Coliance made in the Agreement are
      true
      and correct in all material respects on and as of the date hereof as though
      such
      representations and warranties had been made or given on and as of the date
      hereof .

     

    4.           Coliance
      has performed and complied in all material respects with all of the covenants
      and agreements made in the Agreement to be performed by or complied with by
      the
      Company on or prior to the date hereof.

     

    


     

    Executed
      effective as of July 16, 2003.

     

    


     

    __________________________________________

    Stephen
      Young,
      President


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      F

     

    FORM
      OF COLIANCE RESOLUTIONS

     

    WRITTEN
      CONSENT OF DIRECTORS AND SHAREHOLDERS OF

     

    COLIANCE
      COMMUNICATIONS, INC.

     

    


    Pursuant
      to the provisions of the
      General Corporation Law of California, the undersigned being all the
      shareholders and directors of Coliance Communications, Inc. (the “Corporation”),
      a California Corporation entitled to vote upon the following resolutions as
      if
      the same had been submitted at a formal meeting of the shareholders and
      directors of the Corporation duly called and held for the purpose of acting
      upon
      such resolutions, does hereby adopt such resolutions to the same extent and
      to
      have the same force and effect as it adopted by unanimous vote at a formal
      meeting of the shareholders and directors of the Corporation duly called and
      held for the purpose of acting upon proposals to adopt such
      resolutions.

    


    
      	
              I.

            	
              Approval
                of SECURITIES PURCHASE AGREEMENT

            


    

    


    NOW,
      THEREFORE, IT IS
      HEREBY

    


    RESOLVED,
      that the form, terms and
      provisions of the SECURITIES PURCHASE AGREEMENT dated on or about July 16,
      2003
      by and between Corporation and Viper Networks, Inc., a Utah Corporation (the
      “Agreement”), a copy of which has been reviewed by the undersigned Directors and
      Shareholders, be and they hereby are, in all respects approved; and it is
      further

    


    RESOLVED,
      that the officers of the
      Corporation be, and each of them hereby is, authorized in the name and on behalf
      of the Corporation to do or cause to be done all such further acts and things
      and to take or cause to be taken and any and all such further actions and to
      make, execute and deliver or cause to be made, executed and delivered any and
      all such documents, agreements, instruments, certificates, press releases.
      Filings with governmental agencies and undertakings as each such officer may
      deem necessary or advisable to carry into effect the purposes and intent of
      the
      foregoing resolution and the transactions contemplated thereby, and to perform
      or cause to be performed any agreement related thereto and any other agreement
      referred to herein or contemplated or authorized hereby, and it is
      further

    


    RESOLVED,
      that any and all actions
      heretofore or hereafter taken by any officer, agent or employee of the
      Corporation within the terms of the foregoing resolutions be and they, hereby
      are ratified, confirmed, authorized and approved as the deed of the Corporation,
      and further


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    RESOLVED,
      that the Secretary and
      Assistant Secretary of the Corporation be and each of them is hereby authorized
      and empowered to certify as to all matters pertaining to the acts, transactions
      or agreements contemplated in the foregoing resolutions.

    


    ____________________________________

    Stephen
      Young

    


    


    ____________________________________

    All
      the Directors and Shareholders of

    Coliance
      Communications, Inc.