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                              VIPER NETWORKS, INC.
                       EMPLOYEE COMPENSATION FUND AND PLAN


     This Employee  Compensation Fund and Plan (the "Plan") is hereby adopted by
Viper  Networks,  Inc., a Utah  corporation  (the  "Corporation")  pursuant to a
resolution adopted by the Corporation's Stockholders of March 1, 2002.

     NOW THEREFORE, THE CORPORATION ADOPTS THE PLAN AS FOLLOWS:

     1. Purpose of Plan. The purpose of the Plan is to provide key employees and
consultants of the Corporation and its Subsidiaries with an increased  incentive
to make significant and extraordinary contributions to the long-term performance
and growth of the Corporation and its Subsidiaries, to join the interests of key
employees  with the  interests of the  shareholders  of the  Corporation  and to
facilitate attracting and retaining key individuals of exceptional ability.

     2.  Control of the Plan.  The Plan shall be  controlled  and subject to the
supervision  of an  independent  committee  to be  established  pursuant to duly
adopted resolutions by the Corporation's Board of Directors.

     3. Participation.  The Committee shall determine and designate from time to
time,  in  its  Discretion,  those  key  employees  of  the  Corporation  or any
Subsidiary who shall become Participants in the Plan.

     4. Written  Agreement.  Each Participant  shall execute one or more written
agreements  ("Corporation-Participant  Agreement") containing such provisions as
may be approved by the Committee.  Each such  Corporation-Participant  Agreement
shall  constitute a binding contract between the Corporation and the Participant
and every Participant,  upon acceptance of such Agreement, shall be bound by the
terms of the Plan and such Agreement. The terms of such  Corporation-Participant
Agreement  shall be in accordance  with the Plan, but each Agreement may include
such additional provisions and restrictions  determined by the Committee, in its
Discretion,  provided that such additional  provisions and  restrictions are not
inconsistent with the terms of the Plan.

     5. Initial and Subsequent Stock to Plan. The initial allocation to the Plan
shall be ten million  (10,000,000) shares of the Corporation's Common Stock with
such  allocation  to be subject to any later  resolutions  as duly  adopted  and
approved by the Corporation's  Board of Directors and the  Corporation's  Common
Stockholders.

     6. Compensation Formula and Limitations.

     Subject  to the terms of the Plan,  Compensation  shall be  awarded to each
Participant  ("Compensation  Award")  at such  times and in such  amounts as the
Committee shall determine. In general, and subject to approval of the Committee,
the amount of the  Compensation  Award  shall be  awarded  upon  achievement  of
pre-established  objective performance goals using such business criteria as the
Committee  establishes  in  connection  with the  goals  and  objectives  of the
Corporation and the  performance  and services  rendered by the recipient of any
Compensation Award (these may include, but are not limited to, average return on
equity,  average return on invested capital,  pre-tax income and target business
mix,  all  as  may  be  defined  in  the  Plan  and/or   Corporation-Participant
Agreements).  Payments of the  Compensation  Award for each  Participant will be
computed  based  upon the  achievement  of one or more of these  pre-established
objective performance goals.

          (a) Subject to the terms of the Plan, the  Corporation  shall pay to a
     Participant  the  Participant's  Compensation  Award as soon as  reasonably
     practicable after appropriate determinations have been made.

          (b) As a condition  to  participation  in the Plan,  each  Participant
     shall remain in the  continuous  employ of the  Corporation or a Subsidiary
     for the Measurement Period.

          (c) Notwithstanding Section 6(b) above, if a Participant's  employment
     with  the  Corporation  or a  Subsidiary  shall be  terminated  at any time
     because  of  the   Participant's   death  or  Permanent   Disability,   the
     Compensation  Award  allocable to the  Participant  shall be payable to the
     Participant or the Participant's legal representative or representatives in
     the case of Permanent  Disability,  or to the person or persons entitled to
     such payment under the Participant's will in the event of the Participant's
     death, or if the Participant shall fail to make testamentary disposition of
     such  compensation  and shall die  intestate,  to the  Participant's  legal
     representative or representatives;  provided,  however,  that the committee
     may in its  Discretion  reduce all or a portion of the  Compensation  Award
     allocable to a  Participant  whose  employment  with the  Corporation  or a
     Subsidiary  terminates  because  of the  Participant's  death or  Permanent
     Disability  during the  Measurement  Period.  Such  payment shah be made in
     accordance with Section 6(a) above.

          (d)  Notwithstanding  anything  in the  Plan to the  contrary,  to the
     extent that the  deduction  for a  Compensation  Award would be  disallowed
     under Section  162(m) of the Code,  the payment of the  Compensation  Award
     would  automatically  be deferred  until the following tax year or years of
     the Corporation.

     7. Reduction in  Responsibility.  If the Participant takes another position
within the Corporation or a Subsidiary  during the Measurement  Period,  whether
initiated  by either the  Participant,  the  Corporation  or a  Subsidiary,  the
Committee shall make, at its sole discretion,  such additional determinations as
are necessary in light of the circumstances.

     8. Administration. The Plan shall be administered by the Committee. Subject
to the terms of the Plan,  the Committee is authorized to interpret the Plan, to
make,  amend and rescind rules and regulations  relating to the Plan and to make
all other determinations  necessary or advisable for the Plan's  administration.
Interpretation  and  construction  of any provision of the Plan by the Committee
shall, unless otherwise determined by the Board of Directors of the Corporation,
be final and conclusive.  A majority of the Committee shall  constitute a quorum
and the acts  approved by a majority  of the  members  present at any meeting at
which a quorum is  present,  or acts  approved  in writing by a majority  of the
Committee, shall be the acts of the Committee.

     9. No Rights to Continued Employment. Nothing contained in the Plan nor any
action taken by the Committee  hereunder,  shall confer upon any Participant any
right  with  respect to  continuation  of  employment  by the  Corporation  or a
Subsidiary  nor  interfere  in any way with the  right of the  Corporation  or a
Subsidiary to terminate  such  person's  employment at any time (with or without
Cause).

     10. Termination, Duration and Amendments of Plan. The Plan may be abandoned
or  terminated  at any time by the Board of  Directors of the  Corporation.  The
termination of the Plan shall not affect the validity of any Compensation  Award
outstanding  on the date of  termination.  For the purpose of  conforming to any
changes in applicable law or governmental  regulations,  or for any other lawful
purpose,  the Board of  Directors  shall  have the right to amend or revise  the
terms of the Plan at any time;  provided,  however,  that no such  amendment  or
revision shall,  without the consent of the holder thereof,  alter or impair any
Compensation Award which shall have been previously vested under the Plan.

     11.  Effective  Date.  The Plan shall be  effective  as of March 1, 2002 as
approved by the Corporation's shareholders.

     12.  Definitions.  The following words and phrases,  wherever  capitalized,
shall have the  following  respective  meanings,  unless the  context  otherwise
requires:

          (a)  "Board of  Directors"  shall mean the Board of  Directors  of the
     Corporation.

          (b)  "Cause"  shall  mean  intentional  or willful  misconduct,  gross
     neglect of duties,  or other material acts or omissions  detrimental to the
     best interests of the Corporation or a Subsidiary.

          (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (d)  "Committee"  shall mean the Committee  designated by the Board of
     Directors of the Corporation, or such other committee as shall be specified
     by the Board of  Directors  to  perform  the  functions  and  duties of the
     Committee  under the Plan;  provided,  however,  the Committee shall comply
     with the requirements of (i) Rule 16b-3 of the Rules and Regulations  under
     the Exchange Act, and (ii) Section 162(m) of the Code, and the  regulations
     thereunder.

          (e) "Corporation" shall mean Viper Networks, Inc., a Utah corporation,
     or any successor thereof.

          (f)  "Corporation-Participant  Agreement"  shall have the  meaning set
     forth in above.

          (g)  "Discretion"  shall mean in the sole discretion of the Committee,
     with no requirement  whatsoever  that the Committee  follow past practices,
     act in a manner consistent with past practices,  or treat a key employee in
     a manner  consistent  with the treatment  afforded other key employees with
     respect to the Plan.

          (h) "Exchange Act" shall mean the Securities  Exchange Act of 1934, as
     amended.

          (i)  "Measurement   Period"  means  the  period   established  by  the
     Committee, in its sole discretion, from time to time.

          (j)   "Participant"   shall  mean  any  key  employee   based  at  the
     Corporation's office.

          (k) "Plan" shall mean this Viper Networks,  Inc. Employee Compensation
     Plan.

     13.  Operation  and  Management  of the Plan.  The Plan  shall  operate  in
accordance with the  requirements of the law of the  Corporation's  domicile and
all applicable state and federal  securities laws as determined by the Committee
in the exercise of its sole discretion.  The Committee shall have the right, but
not the  obligation,  to adopt and amend this Plan as it determines and make and
determine the criteria,  amount,  and basis for any Compensation Award upon such
terms  as it  deems  reasonable  in  view of the  plans  and  objectives  of the
Corporation,  the services  rendered by any  Participant,  and any other matters
deemed appropriate by the Committee.


     Adopted: As adopted by the Board of Directors on March 1, 2002.


    Acknowledgement:

   _____________________________
   Jason A. Sunstein, Secretary