Exhibit 10.11

                            ASSET PURCHASE AGREEMENT



     ASSET  PURCHASE  AGREEMENT,  dated as of October __,  2001,  by and between
Viper Networks,  Inc. an Utah Corporation with offices located at 7960 Silverton
Ave.,  Suite 210, San Diego,  California  92126  ("Buyer")  and ePhone,  Inc., a
Nevada  Corporation,  with offices located at 50 W. Liberty  Street,  Suite 880,
Reno, Nevada 89501 ("Seller").

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

     WHEREAS,  Buyer desires to purchase from the Seller, and the Seller desires
to sell to the Buyer, certain specified assets relating to Viper's Business,  as
set forth in this Agreement;

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

<PAGE>
                     ARTICLE I. PURCHASE AND SALE OF ASSETS

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

     (i)  all equipment,  machinery,  tools, spare parts,  personal property and
          other physical assets of Seller described on Exhibit 1.1(i);

     (ii) all rights of the Seller under all licenses, permits,  authorizations,
          approvals, consents and franchises and any pending applications or the
          like relating to any of the foregoing; and

     (iii)all equipment repair, maintenance or other service records relating to
          any of the Purchased Assets described above.

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

(a)  Consideration. The Consideration payable to Seller shall be an amount equal
     to $100,000 Dollars, payable at the Closing in the form of:

     (i)  a Common Stock  Certificate  for 170,000  restricted  common shares of
          Buyer; and

     (ii) a Warrant to  purchase  up to  170,000  additional  restricted  common
          shares of Buyer on the following  terms: (a) for the term beginning on
          the date of this  Agreement  until the first day of public  trading of
          Buyer's  common stock on the NASD's OTC  Bulletin  Board  Exchange,  a
          purchase  price of $.50 per share;  (b) for the term  beginning on the
          first day of public  trading  and for 90 days  thereafter,  a purchase
          price of $1.00  per  share;  (c) the  Warrant  shall  expire  upon the
          completion  of  the  term  in  (b)  above.  The  Warrant  is  to be in
          substantially the same form as Exhibit 1.2(a)(ii) hereto.

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



<PAGE>



     1.04 Allocation of the Purchase  Price.  Buyer and Seller hereby agree that
the purchase  price for the  Purchased  Assets shall be allocated in  accordance
with Exhibit 1.4 hereto.  The parties agree to be bound by such  allocation  for
all purposes,  including for purposes of all Federal,  state,  local and foreign
tax  returns  filed  by  any  of  them  subsequent  to  the  Closing  Date,  the
determination  by Seller of  taxable  gain or loss on the sale of the  Purchased
Assets, and the determination by Buyer of its tax basis in the Purchased Assets.

     1.05 Closing Deliveries.

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

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

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

          (iii)The Consulting  Agreement  executed by Arash Noorai in accordance
               with Section 2.03(g) hereof; (iv) A duly authorized Resolution of
               the Board of Directors of Seller approving this transaction;

          (v)  A current  Certificate of Good Standing of Seller in its State of
               Incorporation.  (vi) Buyer's standard Subscription  Agreement for
               the Common Stock and Warrant to acquire  additional  Common Stock
               executed by Seller.

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

          (i)  The  Common  Stock  Certificate  of Buyer for  170,000  shares of
               restricted  common stock in the name of Seller in accordance with
               Section 1.02(a) hereof;

          (ii) The  Warrant  to  purchase  an  additional   170,000   shares  of
               restricted  common  stock in name of  Seller in  accordance  with
               Section 1.02(a) hereof;

          (iii)The  Consulting  Agreement  executed by the President of Buyer in
               accordance with Section 2.03(g) hereof.

          (iv) A duly  authorized  Resolution of the Board of Directors of Buyer
               approving  this  transaction;  (v) A current  Certificate of Good
               Standing of Buyer in its State of Incorporation.

                         ARTICLE II. CLOSING CONDITIONS

     2.01  Closing.  The  closing  of  the  transactions  contemplated  by  this
Agreement (the "Closing") shall take place by correspondence and facsimile on or
before October 5, 2001, or on such other date and at such place as the Buyer and
Seller may mutually determine (the "Closing Date").

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

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

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

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

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

     (e)  No  Litigation.   No  suit,  action  or  litigation,   administrative,
arbitration or other  proceeding shall have been commenced and still be pending,
no  investigation  by any  Governmental  Authority shall have been commenced and
still be pending, and no Proceeding shall have been threatened against Seller or
Buyer  seeking to  restrain,  prevent or change  the  transactions  contemplated
hereby or questioning the validity or legality of any of such transactions.

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

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

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



<PAGE>



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

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

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

     (e)  No  Litigation.   No  suit,  action  or  litigation,   administrative,
arbitration or other  proceeding shall have been commenced and still be pending,
no  investigation  by any  Governmental  Authority shall have been commenced and
still be pending, and no Proceeding shall have been threatened against Seller or
Buyer  seeking to  restrain,  prevent or change  the  transactions  contemplated
hereby or questioning the validity or legality of any of such transactions.


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

     (g) Consulting Agreement.  Arash Noorai and Buyer shall have entered into a
Consulting Agreement in the form of Exhibit 2.3(g) hereto.





<PAGE>
              ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller hereby represents and warrants to Buyer as follows:

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

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

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

<PAGE>

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

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

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



<PAGE>

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

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

               ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer represents and warrants to Seller as follows:

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

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

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

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

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

     4.06 Absence of Changes.  Since  December 31, 2000,  there has not been and
will not at closing be any changes in the  financial  condition  or operation of
Buyer, except changes in the ordinary course of business, which changes have not
in the aggregate had a material adverse effect on Buyer.

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


<PAGE>

                        ARTICLE V. POST CLOSING COVENANTS

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

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

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

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

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

     5.06  Non-Compete.  Seller  acknowledges  and  recognizes its possession of
confidential or proprietary information and the highly competitive nature of the
Business of the Seller and  accordingly  agrees that,  in  consideration  of the
Buyer  entering  into this  Agreement  and the other  transactions  contemplated
hereby,  Seller  agrees that it will not,  from and after the Closing Date for a
period of three (3) years after the Closing Date for any reason whatsoever,  (i)
directly or indirectly, as shareholder,  employee,  director, officer, principal
or agent, or in any other capacity,  own,  manage,  operate,  consult with or be
employed by a Person  engaged in business  engaged in by Buyer or its Affiliates
(collectively, the "Competitive Business") in any geographic area in which Buyer
or its  Affiliates  conducts  such  business;  (ii)  assist any other  Person in
engaging in any Competitive  Business;  (iii) solicit,  attempt to solicit or do
business on behalf of a Competitive Business with any then or prior customers of
the Business;  or (iv) induce employees of the Business,  Buyer or any Affiliate
of Buyer to terminate their employment with Buyer of any such Affiliate,  as the
case may be, or hire any  employees  of Buyer or any  Affiliate of Buyer to work
with   Seller  or  any  Person  or   business   affiliated   with  any   Seller.
Notwithstanding  the  foregoing,  Seller  may  engage  in such  activities  as a
shareholder, director, officer, principal or agent of Buyer.



<PAGE>



     The parties  agrees that the Buyer does not have an adequate  remedy at law
for a breach of this  Section 5.06 and each agrees that in the event of a breach
or  threatened  breach  by any  party  of  the  provisions  of  this  5.06,  the
non-breaching  party shall be entitled to an injunction  restraining  such party
from such breach or threatened breach. Nothing in this Section 5.06 or elsewhere
in this Agreement shall be construed as prohibiting the non-breaching party from
pursuing  any other  remedies at law or in equity for such breach or  threatened
breach of this  Agreement or limiting the amount of damages  recoverable  in the
event of a breach or  threatened  breach by any party of the  provisions of this
Section 5.06.

                            ARTICLE VI. MISCELLANEOUS

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

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



<PAGE>

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

          (a)  If to Seller:

                  ePhone, Inc.
                  Attn: Arash Noorai
                  50 W. Liberty Street, Suite 880
                  Reno, Nevada 89501

          (b)  If to Buyer:

                  Viper Networks, Inc.
                  Attn:  James Wray
                  7960 Silverton Ave., Suite 210
                  San Diego, California 92126

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

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

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


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

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

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

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

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



<PAGE>


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

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

Viper Networks, Inc.:                              ePhone, Inc.:

By:          /s/                               By:  /s/
   -------------------------------               ------------------------------
Name:                                        Name:
     -----------------------------                -----------------------------

Title:                                       Title:----------------------------
       --------------------------