Exhibit 10.13

                          SECURITIES PURCHASE AGREEMENT



     THIS SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION ("Agreement")
is entered  into as of November  19, 2002 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"),  PC Mailbox,
Inc.,  a California  corporation  ("PC  Mailbox"),  and the  stockholders  of PC
Mailbox (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 8,200,000 shares
are issued and outstanding, and 10,100,000 shares of preferred stock, 100,000 of
which are designated as Class A Preferred Stock ("Class A Preferred Stock") none
of which have been  issued and  10,000,000  of which are  designated  as Class B
Preferred Stock ("Class B Preferred Stock") none of which have been issued.

     B. PC Mailbox has authorized  capital stock consisting of 50,000,000 shares
of common stock, no par value, of which  50,000,000  shares (the "Viper Shares")
are issued and outstanding and held by the Selling Stockholders.

     C.  The  Selling  Stockholders  wish to sell,  and the  Company  wishes  to
purchase a  non-dilutive  49%  interest in the PC Mailbox  Shares on the Closing
Date (as defined below),  in exchange for 800,000 shares of the Company's Common
Stock (the  "Company  Shares"),  subject to and upon the terms  hereinafter  set
forth.

                                A G R E E M E N T

     It is agreed as follows:

     1. Securities Purchase

     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 PC Mailbox
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 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  shall be determined by  multiplying  the total number of Company
     Shares (i.e.,  800,000) by a fraction,  the numerator of which is the total
     number of PC Mailbox Shares owned by the Selling Stockholder at the Closing
     and the  denominator  of which is the  total  number of PC  Mailbox  Shares
     issued and outstanding at the Closing (i.e., 50,000,000).

                  1.2      Instruments of Transfer.

          (a) PC Mailbox Shares.  Each Selling  Stockholder shall deliver to the
     Company original  certificates  evidencing the PC Mailbox 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 PC  Mailbox  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.
     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.

     1.3 Closing.  The closing  ("Closing")  of the exchange of the Viper Shares
and the Company  Shares  shall take place at the offices of Viper at 10:00 a.m.,
local time,  on  November  22,  2002,  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.

     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 PC Mailbox and the Selling
Stockholders all of the following:

          (a) Certificates  representing  the Company 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;

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

          (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 PC Mailbox Shares,  along
     with duly executed stock powers, in form and substance  satisfactory to the
     Company; and

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

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

          (a) An Officer's  Certificate signed by PC Mailbox's  president in the
     form attached hereto as Exhibit E;

          (b) Certified  resolutions  of the Board of Directors of PC Mailbox 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 PC Mailbox  from the State of
     California as of the most recent practicable date; and

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

     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 PC Mailbox  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 PC Mailbox  Shares
or other securities of PC Mailbox 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 PC Mailbox 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."

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

     4.1  Organization  and Good  Standing.  PC  Mailbox 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 PC Mailbox consists of
50,000,000  shares of common stock, no par value, of which 50,000,000 shares are
issued and outstanding. The shares representing the non-dilutive 49% interest in
PC Mailbox's  common 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 PC Mailbox's capital stock, and there are no voting,  pooling or voting trust
agreements, arrangements or contracts by and among PC Mailbox, its shareholders,
or any of them.

     4.3 Validity of Transactions.  This Agreement,  and each document  executed
and delivered by PC Mailbox 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 PC  Mailbox,  have been duly
executed and  delivered by PC Mailbox and is each the valid and legally  binding
obligation of PC Mailbox,  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 PC  Mailbox,  as  amended,  (ii) any  agreement,  contract,  lease,
license or  instrument  to which PC Mailbox is a party or by which PC Mailbox or
any of its properties or assets are bound, or (iii) any judgment, decree, order,
or writ by which PC Mailbox 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 PC Mailbox'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 PC Mailbox 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 PC Mailbox  pursuant  hereto were or will be complete and accurate
records of such documents.

     5.  Representations,  Warranties and Covenants of the Company.  The Company
represents,  warrants  and  covenants  to and  with PC  Mailbox  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
8,200,000 shares are issued and outstanding,  and 10,100,000 shares of preferred
stock,  100,000 of which are  designated  as Class A Preferred  Stock  ("Class A
Preferred  Stock")  none of which have been issued and  10,000,000  of which are
designated as Class B Preferred Stock ("Class B Preferred  Stock") none of which
of which have been issued.  All outstanding shares of the Company's Common 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 the
Company's  capital  stock,  and there are no  voting,  pooling  or voting  trust
agreements,   arrangements   or  contracts   by  and  among  the  Company,   its
shareholders, or any of them.

     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 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 PC Mailbox 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 PC  Mailbox  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.

     5.12 Assets or Liabilities.  Except as set forth on the Company  Disclosure
Schedule or the Company's financial  statements dated June 30, 2002, 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
June 30, 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 PC Mailbox 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 PC Mailbox
pursuant hereto were or will be complete and accurate records of such documents.

     6. Additional Understandings and Agreements of the Parties

     6.1 Access to PC Mailbox.  PC Mailbox 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 PC  Mailbox's
properties,  books,  contracts,  commitments  and  records and to the audit work
papers and other records of PC Mailbox's  independent  accountants.  During such
period,  PC Mailbox  shall use  reasonable  efforts to furnish  promptly  to the
Company all information concerning the business,  properties and personnel of PC
Mailbox as the Company may  reasonably  request,  provided that PC Mailbox 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 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 PC Mailbox all documents  obtained from PC Mailbox,
and any copies made of such documents, extracts and copies thereof.

     6.2 Access to  Company.  The  Company  shall  afford to PC Mailbox  and the
Selling Stockholders and shall cause its independent accountants to afford to PC
Mailbox 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 PC Mailbox or the
Selling  Stockholders  such information  concerning the Company as PC Mailbox 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.  PC  Mailbox  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
PC Mailbox 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  PC  Mailbox  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.

     6.4 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.

     7. Conditions Precedent


     7.1 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
     Viper, 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 PC Mailbox 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.

     7.2  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 PC Mailbox.  The representations
     and warranties of PC Mailbox 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 PC  Mailbox.

          (c)  Performance of  Obligations of PC Mailbox.  PC Mailbox 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 PC
     Mailbox.

          (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 PC Mailbox;  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.

     7.3 Conditions to  Obligations of PC Mailbox and the Selling  Stockholders.
The  obligations  of PC Mailbox 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 PC
Mailbox 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  PC  Mailbox  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 PC Mailbox shall
     have received a  certificate  to such effect signed by the president of the
     Company.

          (c)  Additional  Closing   Documents.   PC  Mailbox  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 PC Mailbox.

     8. Miscellaneous.

     8.1 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.

     8.2 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.

     8.3 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.

     8.4   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.

     8.5 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.

     8.6  Survival  of  Representations.  All  representations,  warranties  and
agreements  contained  herein or made in writing by the  Company,  Viper 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.

     8.7  Expenses and Attorney  Fees.  The Company,  PC Mailbox 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.

     8.8 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 PC Mailbox 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.

     8.9 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.

                  8.10 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.

     8.11 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.

     8.12 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.




                      [THIS SPACE INTENTIONALLY LEFT BLANK]




<PAGE>



     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, Chief Executive Officer


"VIPER"                                         "SELLING STOCKHOLDERS"

PC MAILBOX, INC.                                 Signatures Appear on Exhibit B
a California corporation

By:
   -----------------------------------------
   Sean Rawlins, President




<PAGE>

                           COMPANY DISCLOSURE SCHEDULE


     The  following  schedule is intended  to provide PC Mailbox,  Inc.  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 June 30, 2002.
Copies of both have been provided PC Mailbox.

<PAGE>

                                    EXHIBIT A

                              VIPER representatives



Name and Address                                                  Number of
of Viper Representative             Signature                    Securities

James Wray                  ---------------------------           1,800,000
John Castiglione            ---------------------------           1,800,000
Jason Sunstein              ---------------------------           1,800,000
7950 Silverton Ave., Suite 102
San Diego, CA  92126




<PAGE>


<TABLE>

                                    EXHIBIT B

                          LIST OF SELLING STOCKHOLDERS


Name and Address of                                  Number of PC Mailbox     Number of Viper
Selling Stockholder        Signature                        Shares            Networks Shares
-------------------------- ------------------------ ------------------------ -------------------
<S>                        <C>                       <C>                     <C>
Sean Rawlins                                              24,500,000              800,000
                           ---------------
</TABLE>





<PAGE>



                                    EXHIBIT C

                      Form of company officers certificate


     The undersigned hereby certifies to PC Mailbox and the Selling Stockholders
(as those terms are defined in that certain Securities  Purchase Agreement dated
as of November 19, 2002 by and among PC Mailbox,  the Selling  Stockholders  and
Viper Networks, Inc. (the "Agreement")) that:

     1. I am the duly  elected  and  acting  Chief  Executive  Officer  of Viper
Networks, Inc., a Utah corporation ("Company").

     2. This  Officer's  Certificate  is being  delivered  to PC Mailbox 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 November 19, 2002.



 ------------------------------------------
 John Castiglione, Chief Executive Officer


<PAGE>



                                    EXHIBIT D

                           Form of company RESOLUTIONS


                            UNANIMOUS WRITTEN CONSENT
                          OF THE BOARD OF DIRECTORS OF
                              VIPER NETWORKS, INC.
                           A Utah Colorado Corporation

     The undersigned, being all of the directors of Viper Networks, Inc., a Utah
corporation  (the  "Corporation"),  hereby  adopt  the  following  recitals  and
resolutions by their unanimous written consent thereto, effective as of November
19,  2002,  hereby  waiving  all notice of and the holding of any meeting of the
board of directors to act upon such resolutions.

     SECURITIES AGREEMENT AND PLAN OF REORGANIZATION

     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,  PC  Mailbox,  Inc.,  a  California  corporation  ("PC
Mailbox"),  and the  stockholders  of PC Mailbox  (the  "Selling  Stockholders")
providing for the acquisition by the Corporation of a non-dilutive  49% interest
in the outstanding shares of stock of PC Mailbox in exchange for the issuance by
the Corporation of an aggregate of 800,000 shares of its 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 the non-dilutive 49% interest in PC Mailbox 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 PC Mailbox 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 800,000 shares of its common stock to the Selling  Stockholders  in
accordance with the provisions of the Agreement;

     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.

                               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.
<PAGE>

     IN WITNESS WHEREOF,  the undersigned  have executed this Unanimous  Written
Consent effective as of November 19, 2002.

                                           ------------------------------------
                                           JAMES WRAY


                                           ------------------------------------
                                           JOHN CASTIGLIONE


                                           ------------------------------------
                                           JASON SUNSTEIN







<PAGE>



                                    EXHIBIT E

                     Form of pc mailbox officers certificate


     The undersigned hereby certifies to the Viper Networks, Inc. that:

     1. I am the duly  elected  and acting  President  of PC  Mailbox,  Inc.,  a
California corporation ("PC Mailbox").

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

         3. All of the representations and warranties of PC Mailbox 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. PC Mailbox 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 November 19, 2002.



------------------------------------------
Sean Rawlins, President


<PAGE>



                                    EXHIBIT F

                         Form of PC Mailbox RESOLUTIONS


       WRITTEN CONSENT OF DIRECTORS AND SHAREHOLDERS OF PC MAILBOX, INC.



     Pursuant to the  provisions of the General  Corporation  Law of California,
the undersigned  being all the  shareholders  and directors of PC Mailbox,  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  November 19, 2002 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.

                                           ------------------------------------
                                           Sean Rawlins, representing
                                           all the Directors and
                                           Shareholders of PC Mailbox,
                                           Inc.