|SECURITIES MERGER AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|THIS SECURITIES MERGER AGREEMENT ("Agreement") is entered into as of January 30, 2004 by and among Viper Networks, Inc., a Utah corporation ("Viper" or the "Company"), those certain representatives of the Company listed on Exhibit A attached hereto (the "Viper Representatives"), Adoria Communications, LLC, a Delaware limited liability company ("Adoria"), and the sole common stockholder of Adoria, James Balestraci ("Balestraci") listed on Exhibit B attached hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|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 92,000,000 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 share, of which no shares are issued and outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|B.     Adoria has authorized capital stock consisting of ______ shares of common stock, ___ par value, of which __________ shares are issued and outstanding ("Adoria Shares") and held by the Balestraci.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|C.     Balestraci wishes to exchange his 100% non-dilutive ownership of his Adoria Shares on the Closing Date (as defined below), for $1,500,000, as follows:  $166,666 cash at 30 days from the Closing Date, $166,667 cash at 60 days from the Closing Date, and $166,667 cash at 90 days from the Closing Date; and $1,000,000 in Viper's common stock by issuance of two separate common stock certificates, as follows: (1) 2,000,000 shares of the Company's common stock and (2) 500,000 shares of the Company's common stock (the "Company Common Shares"), both of which will exchanged with Balestraci.  The 500,000 Company Common Shares with be subject to certain performance benchmarks, as outlined paragraph 1.2 (b) i.                                                                                                                                                                                                                                                                                                      
|A G R E E M E N T                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|"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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|[THIS SPACE INTENTIONALLY LEFT BLANK]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|"COMPANY"
Viper Networks, Inc
a Utah corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|By:     Ronald G. Weaver, President/CEO                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|"ADORIA"
Adoria Communications, LLC.
a Delaware limited liability company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|By:     James Balestraci, President                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|COMPANY DISCLOSURE SCHEDULE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|The following schedule is intended to provide Adoria and Balestraci with additional disclosure regarding the company and must be read in conjunction Section 5 of the SECURITIES MERGER AGREEMENT.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|EXHIBIT A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Viper Representatives                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|Name and Address of Viper Representative                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|John Castiglione                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Jason Sunstein                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Stephen Young                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Ronald Weaver                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Farid Shouekani                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Jason Sunstein, Secretary
Viper Networks, Inc.
Employee Compensation Fund                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|EXHIBIT B                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|LIST OF MERGING STOCKHOLDERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|Name and Address of Selling Stockholder                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|James Balestraci                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|*Subject to certain performance benchmarks, as identified in Paragraph 1.2 (b) i herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|EXHIBIT C                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|FORM OF COMPANY OFFICERS CERTIFICATE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|The undersigned hereby certifies to Adoria and the Merging Stockholders (as those terms are defined in that certain SECURITIES MERGER AGREEMENT dated as of October 10, 2003 by and among Adoria, Balestraci, Viper Networks, Inc. and the Viper Representatives (the "Agreement")) that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|Executed effective as of January 30, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|__________________________________________
          Ronald G. Weaver, President/CEO                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|EXHIBIT D                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|FORM OF COMPANY RESOLUTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
VIPER NETWORKS, INC.
A Utah Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|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 January 30, 2004, hereby waiving all notice of and the holding of any meeting of the board of directors to act upon such resolutions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|SECURITIES MERGER AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|WHEREAS, there has been presented to the board of directors of this Corporation a proposed SECURITIES MERGER AGREEMENT (the "Agreement") by and among this Corporation, Adoria Communications, LLC, a Delaware limited liability company ("Adoria"), and the sold common stockholder of Adoria, James Balestraci ("Balestraci") providing for the exchange by the Corporation of a non-dilutive 100% interest in Adoria in exchange for $1,500,000, as follows:  $166,666 cash at 30 days from the Closing Date, $166,667 cash at 60 days from the Closing Date, and $166,667 cash at 90 days from the Closing Date; and $1,000,000 in Viper's common stock by issuance of two separate common stock certificates, as follows: (1) 2,000,000 shares of the Company's common stock and (2) 500,000 shares of the Company's common stock (the "Company Common Shares"), both of which will exchanged with Balestraci.  The 500,000 Company Common Shares with be subject to certain performance benchmarks, as outlined paragraph 1.2 (b) i; 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 100% interest in Adoria 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 Adoria and Balestraci 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 2,500,000 shares of Common Stock, as identified in Paragraph 1.2 (b) i, herein;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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 five (5), effective immediately until such time as the number is changed in accordance with the Corporation's Bylaws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|RESOLVED, FURTHER, that James Balestraci is hereby elected to serve as a director 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 January 30, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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John Castiglione                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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Jason Sunstein                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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Stephen Young                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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Ronald Weaver                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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Farid Shouekani                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|EXHIBIT E                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|FORM OF ADORIA OFFICERS CERTIFICATE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|The undersigned hereby certifies to the Viper Networks, Inc. ("Viper") that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|Executed effective as of January 30, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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     James Balestraci, President                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|EXHIBIT F                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|FORM OF ADORIA RESOLUTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|WRITTEN CONSENT OF DIRECTORS AND SHAREHOLDERS OF
ADORIA COMMUNICATIONS, LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|Pursuant to the provisions of the General Corporation Law of California, the undersigned being all the shareholders and directors of Adoria Communications, LLC (the "Corporation"), a Delaware limited liability company 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.                                                                                                                                                                                                                                                                                      
|1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|NOW, THEREFORE, IT IS HEREBY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|RESOLVED, that the form, terms and provisions of the SECURITIES MERGER AGREEMENT dated on or about January 30, 2004 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|EXHIBIT G                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|LIST OF ASSETS OF SELLER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|CERTIFIED:
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James Balestraci, President