UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

|X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                         Commission file number 0-27419

                          KAHUNA NETWORK SECURITY, INC.
-------------------------------------------------------------------------------
         (Exact name of small business issuer as specified in its charter)
-------------------------------------------------------------------------------

                  Nevada                                75-2749166
 (State or other jurisdiction
of incorporation or organization)          (I.R.S. Employer Identification No.)

         9601 Katy Fwy, Suite 220                  Houston, Texas        77024
         ----------------------------------------------------------------------
         (Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (713) 266-8005
                                                            --------------

                         (Former Name since last Report)

                        COMPUTER AUTOMATION SYSTEMS, INC
               1825 E. Plano Parkway, Suite 200 Plano, Texas 75074

     Securities registered pursuant to Section 12(b) of the Act:   None
                                                                   ----

Securities registered pursuant to Section 12(g) of the Act: $.001 Par Value
Common Stock

         Check whether the Issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. (1) Yes X No (2) Yes X No

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         Issuer's revenues for the fiscal year ended December 31, 2003, were
$0.00.

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Issuer as of March 1, 2004, based upon the average
bid and asked price as of such date on the OTC Bulletin Board, was $18,546,810.
         The Registrant's common stock outstanding as of March 1, 2004, was
19,942,807 shares.


-------------------------------------------------------------------------------

  Transitional Small Business Disclosure Format (Check One): Yes [  ] No [X]





                          KAHUNA NETWORK SECURITY, INC.

                              INDEX TO FORM 10-KSB
                                December 31, 2003
<TABLE>
                                                                                              Page No.
<S>           <C>          <C>                                                                <C>
Part I        Item 1.      Description of Business                                                3
              Item 2.      Description of Property                                                6
              Item 3.      Legal Proceedings                                                      6
              Item 4.      Submission of Matters to a Vote of Security Holders                    6

Part II       Item 5.      Market for Common Equity and Related Stockholder Matters               7
              Item 6.      Management's Discussion and Analysis and Results of
                               Operations and Financial Condition                                 8
              Item 7.      Financial Statements                                                  11
              Item 8.      Changes in and Disagreements with Accountants on
                               Accounting and Financial Disclosure                               21
              Item 8A.     Controls and Procedures                                               21

Part III      Item 9.      Directors, Executive Officers, Promoters and Control Persons,
                               Compliance with Section 16(a) of the Exchange Act                 21
              Item 10.     Executive Compensation                                                23
              Item 11.     Security Ownership of Certain Beneficial Owners and
                               Management                                                        24
              Item 12.     Certain Relationships and Related Party Transactions                  25
              Item 13.     Principal Accountant Fees and Services                                25

Part IV       Item 14.     Exhibits and Reports on Form 8-K                                      26
                           Exhibit 14A - Form of Warrant Agreement                               28
                           Exhibit 14B - Employment Agreement Joe Grace                          34
                           Exhibit 14C - Employment Agreement Ed Parker                          37
                           Exhibit 14D - Employment Agreement Todd Simmons                       40
                           Exhibit 14E - Employment Agreement Richard Owens                      44
                           Exhibit 14F - Exchange Agreement Kahuna and SNS                         48
                           Exhibit 14G - Revolving Credit Agreement                              62
                           Exhibit 14H - Code of Ethics                                          64
</TABLE>



         Some of the statements contained in this report discuss future
         expectations, contain projections of results of operations or financial
         condition, or state other "forward-looking" information. The words
         "believe," "intend," "plan," "expect," "anticipate," "estimate,"
         "project" and similar expressions identify such statement was made.
         These statements are subject to known and unknown risks, uncertainties,
         and other factors that could cause the actual results to differ
         materially from those contemplated by the statements. The
         forward-looking information is based on various factors and is derived
         using numerous assumptions:

         -        changes in general economic and business conditions affecting
                  network security technology ("NT") consulting development and
                  implementation, system-based network security management, and
                  consulting and strategic business planning;
         - technical developments that make the Company's products or services
         obsolete; - changes in the Company's business strategies; - the level
         of demand for the Company's products or services; - the Company's
         ability to develop or maintain strategic relationships; and
-        global economic conditions.

         The Company does not promise to update forward-looking information to
         reflect actual results or changes in assumptions or other factors that
         could affect those statements. Future events and actual results could
         materially differ from those expressed in, contemplated by, or
         underlying such forward-looking statements.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS
-----------------------------------------------------
Overview

         Kahuna Network Security, Inc. (the "Company" or "Kahuna") is a network
security solutions provider of technology and network security hardware. We
intend to market our products and services to Fortune 2000 and small to
medium-sized business organizations. The Company's services are offered to
companies seeking to increase productivity, maintain regulatory compliance for
securing confidential data, and to reduce downtime costs by investing in secured
network technology. The Company expects initially to market to companies
regionally located around Houston, Texas.

         The Company's Internet address is http://www.kahunans.com. Information
contained on the Company's web site is not a part of this report. The Company's
stock is traded on the OTC Bulletin Board under the symbol "KHNA."

         The Company, which has network security software and appliances,
intends to provide client, gateway, and server security solutions for virus
protection, firewall, and virtual private network (VPN) security management,
intrusion detection, Internet content controls, email filtering, and remote
management technologies to enterprises and service providers. In addition, the
Company intends to offer homeland security services to commercial, Federal and
state agency buildings and ports.

Organizational History
------------------------------
         From its inception in 1998 as Computer Automation Systems, Inc. the
Company was a supplier of custom rack mount computer systems as OEM for the
telecommunications infrastructure industry. The Company operated profitably for
four years before being adversely affected by the downturn in telecom
investment. The Company sought to deploy its capabilities in new areas of
technology, but was unsuccessful in attracting sufficient new capital to develop
any new market opportunities. In 2002 the Company sought a new direction and
opportunity. To satisfy its trade creditors it returned inventory and settled
its remaining debts with share equity. In 2003 the Company accepted a proposal
from current management to recapitalize the Company and enter the network
security business. In December 2003 the former Board of Directors appointed
current management, issued new management shares for their efforts, ratified
capitalization changes, changed the name to Kahuna Network Security Inc. and
resigned.


         The Company entered the network security business through the
acquisition of Simple Network Solutions, Inc ("SNS") in February, 2004. The
Company acquired 100% of the stock of SNS in exchange for 1,000,000 shares of
its common stock and entered into employment agreements with its principals for
an additional 3,000,000 shares of stock to be paid based on achieving certain
sales and profit goals. Kahuna also provided $60,000 in working capital to SNS.


The Company's Products and Services
--------------------------------------------------
         The Company offers its products and services in three distinct business
segments:

1)                Consulting services - the Company offers through this business
                  segment strategic network security consulting services,
                  network security compliance, network intrusion analysis and
                  review;

2)                Network security software and appliance solutions - the
                  Company offers a complete solution to its customers for
                  securing their enterprise system with its award-winning
                  FortiGate series of ASIC-accelerated Antivirus Firewalls from
                  Fortinet;

3)                Managed Security Services Provider (MSSP) - the Company is the
                  only MSSP for Fortinet (http://www.fortinet.com) in the
                  central United States, and provides installation and 24X7
                  monitoring of its clients' network systems.

The combination of these three business segments provides a total network
security solution to the Company's customers.

Network Security Integration and Consulting Services

         The Company's network security consulting segment offers a set of
services ranging from network intrusion testing and analysis, to designing and
installing complex enterprise systems. The Company focuses on providing
solutions to network security related issues ranging from managing email to
anti-virus firewalls, worm identification and rejection, hacker intrusions,
traffic shaping and content filtering. The Company markets its services through
its in-house sales staff.

Network Security Appliance Solutions

         Kahuna intends to be a supplier of network security software and
products. As an MSSP associate of Fortinet, the Company is able to provide
nationally recognized products for network security to its clients. In addition,
the Company is presently being considered for the position of exclusive Value
Added Reseller (VAR) for an innovative PC, single unit, security product being
manufactured in Europe. Each of the above situations will allow the Company to
offer its clients affordable and effective network security.

Sales and Marketing

         The Company utilizes its in-house staff of sales support personnel to
market its products and services. The Company intends to increase this staff to
fully implement its business plan. The Company believes it can obtain a greater
market share by cross-selling its products and services to its existing customer
base and identifying new customers which can benefit from the Company's total NT
solutions products and services. In addition, the Company intends to expand its
marketing and sales base through other resellers.





Competition
----------------
         The network security solution marketplace is intensely competitive and
subject to rapid technological change. The Company's competitors include other
network solutions firms, Internet professional service firms, software firms,
and product and service fulfillment companies for the acquisition and management
of network installations. These competitors are national, regional and local.
The Company anticipates that it will face additional competition from new
entrants that provide significant performance, price, creative or other
advantages over those offered by the Company. Many of these competitors have
greater name recognition and resources than the Company.

Intellectual Property, Proprietary Rights and Licenses
----------------------------------------------------------------------
         The Company's success depends to a significant degree on its
methodologies, software applications and hardware appliances. The Company does
not have any patents or registered copyrights or registered trademarks. The
Company relies, instead, on laws protecting trade secrets, common law rights
with respect to copyrights and trademarks, as well as non-disclosure and other
contractual agreements to protect proprietary rights. There can be no guarantee
that those laws, and the procedures initiated to protect its business, will
prevent misappropriation of its software and appliances. In addition, those
protections do not preclude competitors from developing products with similar
features as those of the Company.

         Although the Company believes its products and services are unique and
do not infringe upon the proprietary rights of others, there can be no assurance
that infringement claims will not be brought against the Company in the future.
Any such claim could result in costly litigation or have a material adverse
effect on the Company's business, operating results and financial condition.

Employees
--------------
         As of December 31, 2003, the Company had two full-time employees. None
of the Company's employees are covered by any collective bargaining agreements.
Management believes that its relations with its employees are good and the
Company has not experienced any work stoppages attributable to employee
disagreements.


RISK FACTORS

Limited History
----------------------
         The Company is a startup with limited operating history and faces
challenges typical of new businesses in highly competitive markets with many
other providers of the same or essentially the same products and services.

Limited Revenue and Resources
-----------------------------------------
         The Company has one operating subsidiary and, as such, it is totally
dependent on the success of its subsidiary for cash flow and profits. There is
no guarantee that the subsidiary will generate sufficient sales and cash flow to
support the Company's operations. The Company is seeking to acquire or start
other businesses, but there is no assurance that suitable opportunities will be
found, or that the Company will be able to finance their purchase, or that the
Company will be able profitably to operate any such business.

Technological Change
-----------------------------
         The Company addresses a perceived need for security of Internet and
other network communications which is addressed with various hardware and
software solutions. The continuing development and innovation of the devices and
software to address these security issues could obsolete the Company's product
and service offerings or obviate the need for this type of product.





Limited Staff
-------------------
         The Company has three officers charged with the responsibility of
executing the Company's business strategy. Any death, injury or other incapacity
of one or more of the officers could adversely affect the Company's ability to
complete its business strategy.


Volatility of Stock Market
----------------------------------
         There have been significant fluctuations in the market price for the
Company's common stock. Factors such as variations in the Company's revenues,
earnings, if any, and cash flow and announcements of innovations or acquisitions
by the Company or its competitors could cause the market price of the common
stock to fluctuate substantially. In addition, the stock market has experienced
price and volume fluctuations that have particularly affected companies in the
network security services markets and homeland security services, resulting in
changes in the market price of the stock of many companies which may not have
been directly related to the operating performance of those companies. Such
broad market fluctuations may adversely affect the market price of the Company's
common stock.

ITEM 2.  DESCRIPTION OF PROPERTY
--------------------------------------------------------
         Kahuna has leased approximately 1,800 square feet of office space at
9601 Katy Freeway, Ste 220, Houston, TX 77024, for approximately $2,100 per
month until July 31, 2007. The Company believes this space will be sufficient
for its needs for the term of the lease.

ITEM 3.  LEGAL PROCEEDINGS
----------------------------------------------
         From time to time, the Company may become involved in litigation
arising in the ordinary course of its business. The Company is not presently a
party to any legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------------------------------------------------------------------------
         In December, 2003, a special meeting of the Board of Directors and
holders of a majority of the outstanding shares of CASi common stock (6,264,333
shares or 54.7%) approved a number of corporate actions. The actions taken
included the following:

1.                To amend the Articles of Incorporation and change the
                  Company's name from Computer Automation Systems, Inc. to
                  Kahuna Network Security, Inc.;

2.       To amend the Articles of  Incorporation  to increase the total number
          of authorized  shares of common stock,  from  15,000,000
          shares to 200,000,000 shares;

3.       To amend the Articles of  Incorporation to decrease the total number
         of authorized  shares of preferred stock,  from 5,000,000
         shares to 1,000,000 shares;

4.       To approve a one-for-four reverse split of the common stock.

         The above actions became effective on January 21, 2004.






                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
-----------------------------------------------------------------------------

Market Information.
---------------------------
         The Company's common stock traded on the OTC Bulletin Board under the
symbol "CASX" until Jan. 27, 2004. The stock now trades on the OTC Bulletin
Board under the symbol "KHNA". The market for the Company's common stock on the
OTC Bulletin Board is limited, sporadic and highly volatile.

         The following quotations were provided by the OTC Bulletin Board for
the Company's common stock for the last two years. The quotations represent
inter-dealer prices and do not necessarily represent actual transactions. These
quotations do not reflect dealer markups, markdowns or commissions.

Quarter ended:                              High               Low
--------------                              ----               ---
December 31, 2003                           $0.26             $0.09
September 30, 2003                          $0.20             $0.08
June 30, 2003                               $0.07             $0.03
March 31, 2003                              $0.07             $0.03

December 31, 2002                           $0.20             $0.025
September 30, 2002                          $0.03             $0.011
June 30, 2002                               $0.08             $0.05
March 31, 2002                              $0.23             $0.06

Holders
-----------
          The number of record holders of the Company's securities as of the
date of this Report is approximately 297.

Dividends
--------------
          The Company has not declared any cash dividends with respect to its
common stock, and does not intend to declare dividends in the foreseeable
future. The future dividend policy of the Company cannot be ascertained with any
certainty, and if and until the Company completes any acquisition,
reorganization or merger, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its securities.


Recent Sales of Unregistered Securities
--------------------------------------------------

         At various dates the Company issued a total of 907,247 shares of its
common stock in payment of debt obligations of $365,119.00 to eight vendors or
other creditors. The Company also placed 1,275,000 shares with nine accredited
investors for $32,400 for funds necessary to pay accounting, legal and
administrative fees to keep the Company's regulatory filings current.

         On January 21, 2004, the Company issued 10 million shares to five
officers and directors of the Company for $10,000 and 17 million shares to
seventy-four accredited investors for services rendered and aggregate value of
$17,000. All 27,000,000 shares are subject to "Lock-up/Leak-out" agreements
which constrain the holders to a maximum sale of no more than 8.5% of their
holdings in any one month after one year of the anniversary of their receipt of
their shares.








         On March 12, 2004, Kahuna completed the placement of 2.5 million Units,
to a group of fifty-five accredited investors raising $500,000 in new equity for
the Company. Each Unit consists of one share of restricted common stock and
seven Warrants to purchase common stock at prices of $0.30, $0.40, $0.50, $0.60,
$0.70, $0.80 and $0.90. The Warrants, designated A through G, are exercisable at
the holder's discretion from the date of issue until their expiry on December
31, 2006, which period may be extended by the Board of Directors for up to 12
months.

          If the closing bid price of the Company's stock shall have equaled or
exceeded 200% of the Warrant share purchase price for a period of at least 20 of
the preceding 30 trading days at any time during the Warrant exercise period,
the Company may, at its sole discretion, redeem the Warrants by paying Warrant
holders $0.01 per Warrant. The Company must mail notice to all Warrant holders
not later than 30 days after the end of such qualifying period prescribing a
redemption period not less than 30 days or more than 60 days thereafter. Warrant
holders will be entitled to exercise Warrants at any time up to the business day
next preceding the redemption date.

         The above transactions were completed pursuant to either Section 4(2)
of the Securities Act or Rule 506 of Regulation D of the Securities Act. With
respect to issuances made pursuant to Section 4(2) of the Securities Act, the
transactions did not involve any public offering and were sold to a limited
group of persons. Each investor either received adequate information about the
Company or had access to such information. The Company determined that each
investor had such knowledge and experience in financial and business matters
that they were able to evaluate the merits and risks of an investment in the
Company.

         With respect to issuances made pursuant to Regulation D of the
Securities Act, the Company determined that each purchaser was an "accredited
investor" as defined in Rule 501(a) under the Securities Act, or if such
investor was not an accredited investor, that such investor received the
information required by Regulation D.

         All sales of the Company's securities were made by officers of the
Company who have received no commission or other remuneration for the
solicitation of any person in connection with the respective sales of the
securities described above. The recipients of securities represented their
intention to acquire the securities for investment only and not with a view to
sale, or for sale in connection with any distribution thereof. Appropriate
legends were affixed to the share certificates issued in these transactions.

Item 6.  Management's Discussion and Analysis or Plan of Operation
-------------------------------------------------------------------------------

Overview.
-------------

         From its inception in 1998, the Company supplied custom rack mount
computer hardware and software as OEM to the telecommunications infrastructure
industry. After several profitable years of operation the Company was adversely
affected by the downturn in telecom activity. The Company attempted to deploy
its expertise in other industries but was hampered by a lack of capital.

         The Company ceased all operations during 2002. In 2002 and 2003 in an
effort to make the Company more desirable for a new business partner or a merger
candidate, the Company focused on settling its trade payables through the offer
of stock for debt. In 2003 the Company accepted a proposal from current
management to recapitalize and to change the Company's strategic direction. The
Company had minimal or no revenue for 2002 and 2003, therefore any comparison of
those results with the results of the Company's new focus and strategy is not
meaningful.

         Kahuna began the execution of its new strategy with the acquisition of
a network security company, Simple Network Solutions (SNS), in February of 2004.
SNS provides a suite of network analytical services for a client's complete
network enterprise. These services include intrusion detection and penetration
prevention, virus protection, firewalls, Internet content controls, email
(anti-spam) filtering, virtual private network (VPN) security management and
remote management technologies.

         In February 2004, the Company acquired Simple Network Solutions, a
network security company. Further to its strategy, the Company is in ongoing
discussions to acquire Superior Protection Inc., a Homeland security company.
The Company loaned Superior $200,000 for one year at 6% interest and holds 100%
of the issued shares of Superior as collateral for the loan..

         Management intends to focus on developing its security related business
and to acquire core technologies to enhance its service offerings in the network
security business, while seeking other appropriate candidates for acquisition.

         In October of 2003 the Company hired Daniel Sauseda as Vice President
to execute the new business strategy of the Company. Mr. Sauseda was terminated
for cause in February of 2004. The Company and Mr. Sauseda executed a mutual
release in March of 2004, for consideration of $8,750.00 and 145,833 shares of
restricted common stock paid to Mr. Sauseda.


Critical Accounting Policies
------------------------------------
         Revenue Recognition

         The Company recognizes revenue when products and services are
delivered.

         Accounting for Stock-Based Compensation

         Stock-based compensation is accounted for following the provisions of
Accounting Board Opinion No.25 as amended by the FASB Interpretation No.44.
These rules state that no compensation expense is recorded for stock options or
other stock awards to employees that are granted with an exercise price equal to
or above the estimated fair value per share on the date of the grant.

         The Company follows the disclosure requirements of Financial Accounting
Standards No. 123 as amended by FASB Statement No.148.

Off Balance Sheet Arrangements
------------------------------------------
         The Company has no off balance sheet arrangements.






Accounting Pronouncements
---------------------------------------
          In December 2002, the FASB issued SFAS No. 148.Statement 148
establishes standards for two alternative methods of transition to the fair
value method of accounting for stock-based employee compensation of FASB SFAS
no. 123. SFAS 148 also amends and augments the disclosure provisions of SFAS 123
and Accounting Principles Board Opinion 28 to require disclosure in the summary
of significant accounting policies for all companies of the effects of an
entity's accounting policy with respect to stock-based employee compensation on
reported net income and earnings per share in annual and interim financial
statements. The transition standards and disclosure requirements of SFAS 148 are
effective for fiscal years and interim periods ending after December 15, 2002.
The Company has adopted these standards which have had no material effect on the
Company's financial position

SFAS no. 150 was issued in May 2003 and requires issuers to classify as
liabilities three classes of freestanding financial instruments that represent
obligations for the issuer. SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003 and is otherwise effective at the
beginning of the first interim period beginning after December 15, 2003. The
adoption of this statement did not have a material effect on the Company's
financial, results of operations or cash flows.

Results of Operations.
-----------------------------
         The Company had no revenue during the calendar year ended December 31,
2003, as compared with revenues of $36,113 during the calendar year ended
December 31, 2002.

         The Company had no gross profit during the calendar year 2003 as
compared with a gross profit of $31,928 during the calendar year ended December
31, 2002. General and administrative expenses were $30,784 and $279,972 for the
calendar years ended December 31, 2003 and 2002 respectively. Principal general
and administrative expenses included contracted services ($19,087 and $35,461,
respectively); legal expenses ($7,862 and $27,304, respectively) and bad debts
($0 and $40,586, respectively); and payroll ($0 and $36,907 respectively).

         The Company recorded an impairment adjustment on its fixed assets
relating to its Kiosk equipment in 2002. Management was also successful in
returning some of the raw materials used to manufacture this equipment for
credits to the respective vendors. The total write-off from these transactions
was $260,372.

         The Company had a net operating loss for the years ended December 31,
2003 and 2002.

Liquidity and Capital Resources.
-------------------------------------------
         In March of 2004 the Company completed a private placement of 2.5
million Units for gross proceeds of $500,000. Each Unit consists of one share of
common stock and seven Warrants to purchase an additional share of stock at
prices between $0.30 and $0.90 inclusive. The cash remaining from the Units
offering is sufficient to fund the Company's operations for the next four
quarters. Any exercise of Warrants will provide the Company with additional
funds to expand operations or fund acquisitions.

         The Company did not generate any cash flow from operating activities
during 2003 and 2002. The Company did not have any cash assets as of December
31, 2002.




         The net change in cash position for 2003 is due primarily from settling
trade accounts payable and issuance of stock. The Company exchanged 809,882
shares of its pre-split common stock for the settlement of $256,328.00 of trade
payables and other debt. Also, in 2003 the Company privately placed 947,500
shares of common stock for $18,950.

         During 2002, The Company used cash generated from collection of
accounts receivable and collection of an income tax receivable to pay amounts
owed to trade creditors.

         Management does not believe that SFAS No's 131 and 133 regarding
segment reporting and derivatives, respectively, will have any impact on the
Company's financial condition and operations.


                          ITEM 7 - FINANCIAL STATEMENTS


             KAHUNA NETWORK SECURITY, INC. AND SUBSIDIARY, FORMERLY
                COMPUTER AUTOMATION SYSTEMS, INC. AND SUBSIDIARY


                          INDEX TO FINANCIAL STATEMENTS



                                                                          Page
Report of Independent Certified Public Accountants............................3

Financial Statements

   Consolidated Balance Sheets at December 31, 2003 and 2002..................4

   Consolidated Statements of Operations for the years ended
    December 31, 2003 and 2002................................................5

   Consolidated Statement of Shareholders' Equity for the years
   ended December 31, 2003 and 2002..........................................6

   Consolidated Statements of Cash Flows for the years ended
   December 31, 2003 and 2002................................................7

   Notes to Consolidated Financial Statements................................8




            REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors and Shareholders of
Kahuna Network Security, Inc.
Plano, Texas

We have audited the accompanying consolidated balance sheets of Kahuna Network
Security, Inc. formerly, Computer Automation Systems, Inc., as of December 31,
2003, and the related consolidated statements of operations, shareholders'
deficit, and cash flows for each of the two years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Computer
Automation Systems, Inc. as of December 31, 2003, and the consolidated results
of their operations and cash flows for each of the two years then ended, in
conformity with accounting principles generally accepted in the United States of
America.



MALONE and BAILEY, PLLC
www.malone-bailey.com
Houston, Texas


April 11, 2002







See summary of accounting policies and notes to consolidated financial
statements.                             4


             KAHUNA NETWORK SECURITY, INC. AND SUBSIDIARY, FORMERLY
                COMPUTER AUTOMATION SYSTEMS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2003

                                     ASSETS
<TABLE>
                                                                                                   2003

<S>                                                                                            <C>
    Cash in bank                                                                               $        231
    Restricted cash                                                                                  25,000
                                                                                               ------------

    Total Assets                                                                               $     25,231
                                                                                               ============


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                                           $    164,782
    Accounts payable - related party                                                                 18,060
    Deposit                                                                                          25,000
                                                                                               ------------

    Total current liabilities                                                                       207,842
                                                                                               ------------

    Contingencies                                                                                         -

Shareholders' deficit:
    Preferred stock - 1,000,000 shares authorized; $.001 par
      value; no shares issued or outstanding                                                              -
    Common stock - 200,000,000 shares authorized; $.001 par
      value; 11,448,619 and 9,983,619 shares issued and outstanding
      at December 31, 2003 and 2002, respectively                                                    11,449
    Additional paid-in capital                                                                      600,913
    Accumulated deficit                                                                            (794,973)
                                                                                               -------------

Total shareholders' deficit                                                                        (182,611)
                                                                                               -------------

Total liabilities and shareholders' equity                                                     $     25,231
                                                                                               ============

</TABLE>


The accompanying notes are an integral part of these consolidated financial
 statements.                        5


             KAHUNA NETWORK SECURITY, INC. AND SUBSIDIARY, FORMERLY
                COMPUTER AUTOMATION SYSTEMS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        For the years ended December 31,

<TABLE>


                                                                           2003                      2002
                                                                       -------------             ------------
<S>                                                                    <C>                       <C>
Revenues                                                               $           -             $     36,113

Cost of revenues                                                               7,090                    4,185
                                                                       -------------             ------------

         Gross profit                                                         (7,090)                  31,928

General and administrative expenses                                           30,784                  279,972

Impairment valuation allowance                                                     -                  260,372
                                                                       -------------             ------------

Operating loss                                                               (23,694)                (508,416)

Other expenses
   Interest                                                                        -                   14,323
   Other                                                                      (1,107)                  14,009
                                                                       --------------            ------------
                                                                              (1,107)                  28,332

Net (loss) before income taxes                                               (22,587)                (536,748)

Income tax benefit                                                                 -                        -

         Net (loss)                                                    $     (22,587)            $   (536,748)
                                                                       ==============            =============

Loss per common share - basic and diluted                              $       (.002)            $       (.06)
                                                                       ==============            =============

Weighted average shares outstanding - basic and diluted                    9,544,288                8,647,785
                                                                       =============             ============
</TABLE>

The accompanying notes are an integral part of this consolidated financial
statement.                          7


             KAHUNA NETWORK SECURITY, INC. AND SUBSIDIARY, FORMERLY
                COMPUTER AUTOMATION SYSTEMS, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                 For the years ended December 31, 2003 and 2002


<TABLE>

                                                                     Additional       Retained
                                             Common Stock              Paid-in         Earnings
                                      --------------------------
                                         Shares         Amount         Capital        (Deficit)         Total
                                      ------------     ---------     -----------    -------------    -----------
<S>                                   <C>              <C>           <C>            <C>              <C>
Balances at December 31, 2001            8,393,334     $    8,394     $  340,073     $   (235,638)   $   112,829

   Stock for Trade Creditors               164,411           165          70,402                          70,567
   Stock for Convertible Debt              250,000           250         119,750                         120,000
   Common Stock Issued                   1,005,874         1,175          39,325                          40,500

   Net Loss for the year                         -             -               -         (536,748)      (536,748)
                                      ------------     ---------      ----------     -------------   ------------

Balances at December 31, 2002            9,983,619         9,984         569,550         (772,386)     (192,852)

   Common Stock Issued                     728,000           728          17,360                          18,088
   Common Stock issued to Directors        480,000           480           9,120                           9,600
   Common Stock issued for services        257,000           257           4,883                           5,140

   Net Loss for the year                         -             -               -          (22,587)       (22,587)
                                      ------------     ---------      ----------     -------------   ------------

Balances at December 31, 2003           11,448,619     $  11,449      $  600,913     $   (794,973)   $  (182,611)
                                      ============     =========      ==========     =============   ============
</TABLE>




             KAHUNA NETWORK SECURITY, INC. AND SUBSIDIARY, FORMERLY
                COMPUTER AUTOMATION SYSTEMS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        For the years ended December 31,
<TABLE>

                                                                               2003                     2002
                                                                           ------------             -----------
<S>                                                                        <C>                      <C>
Cash flows from operating activities
    Net (loss)                                                             $    (22,587)            $  (536,748)
    Adjustments to reconcile net income (loss) to net cash
      provided by (used in) operating activities:
        Depreciation and amortization                                                                    38,371
        Common Stock for servces                                                  14,740                      -
        Loss on abandonment of capital equipment                                                         87,796
        Bad debt expense                                                                                 46,444
        Impairment of assets and inventory write-downs                                                  297,533
Changes in operating assets and liabilities:
          Accounts receivable                                                                            83,189
          Inventory                                                                                       7,808
          Employee receivables                                                                           32,014
          Note receivable                                                                                 5,384
          Other assets                                                                                    5,858
          Accounts payable and bank overdraft                                    (10,010)               (175,676)
          Accrued liabilities                                                                           (18,306)
          Income tax receivable                                                                          88,789
                                                                           ------------             -----------
                Net cash provided by operating activities                       (17,857)                (37,544)
                                                                           -------------            ------------

Cash flows from investing activities
    Issuance of common stock                                                     18,088                 40,500
    Capital expenditures                                                              -                 (2,956)
                                                                           ------------             -----------
                Net cash used in investing activities                            18,088                 37,544
                                                                           ------------             -----------

Net increase (decrease) in cash and cash equivalents                                231                       -

Cash and cash equivalents, beginning of year                                          -                       -
                                                                           ------------             -----------

Cash and cash equivalents, end of year                                     $        231             $         -
                                                                           ============             ===========

Supplemental disclosures of cash flow information:
    Cash paid for interest                                                 $          -             $     6,474
                                                                           ============             ===========
    Cash paid for income taxes                                             $          -             $         -
                                                                           ============             ===========

Schedule of non-cash investing and financing transactions
    Stock issued for trade creditors                                       $          -             $    70,657
                                                                           ============             ===========
    Stock issued for debt                                                  $          -             $   120,000
                                                                           ============              ==========


</TABLE>


             KAHUNA NETWORK SECURITY, INC. AND SUBSIDIARY, FORMERLY
                COMPUTER AUTOMATION SYSTEMS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002




NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

         Computer Automation Systems, Inc. (CASi") was incorporated in the State
of Nevada. Its wholly owned subsidiary CASI-Texas was a Texas corporation
incorporated on February 13, 1998 that designed and manufactured custom rack
mount and industrial computer applications for the telecom and other high tech
industries. On Dec. 5, 2003, Computer Automation Systems Inc. Board of Directors
adopted resolutions to change the Company name to Kahuna Network Security, Inc.,
("Kahuna"), increase the total number of authorized shares of common stock from
15,000,000 to 200,000,000 and to decrease the number of authorized shares of
preferred stock from 5,000,000 to 1,000,000.

         The Board of Directors also approved a reverse stock split of 1:4 in
connection with this recapitalization pursuant to IRS Section 368(a)(1)(E). On
Jan. 27, 2004, the Company's stock began trading under the symbol: "KHNA" on the
OTC Bulletin Board.

         The consolidated financial statements of Kahuna and its subsidiary
(CASI-Texas) include the accounts of the Company and its subsidiary. All
significant inter-company transactions have been eliminated.

Cash and Cash Equivalents

         For purposes of the statements of cash flows, Kahuna considers all
highly liquid investments purchased with an original maturity date of three
months or less to be cash equivalents.

Inventory

         Inventory consists of component parts and finished goods valued at the
lower of cost or market (net realizable value) using the first-in, first-out
method.

Property and Equipment

         Property and equipment are stated at cost. Depreciation is provided
using the straight-line and accelerated methods over the useful lives of the
related assets. Expenditures for maintenance and repairs are charged to expense
as incurred. Betterments and renewals are capitalized.

Income Taxes

         Kahuna utilizes the asset and liability method in accounting for income
taxes. Kahuna recognizes deferred tax assets or liabilities computed based on
the difference between the financial statements and income tax basis of assets
and liabilities using the enacted marginal tax rate. Income tax expense or
benefit is the tax payable or refundable for the period plus or minus the change
during the period in deferred tax assets and liabilities.





Revenue Recognition

         Revenue is recognized when earned. For products that CASi designed and
engineered or manufactured, revenue is recognized when products are shipped.
Revenue is recognized for services such as custom design, configuration, and
programming, as provided to customers.

Loss Per Common Share

         Basic loss per share is computed by dividing net loss by the weighted
average number of shares outstanding for the year. Diluted earnings per share is
computed by dividing net loss by the weighted average number of common shares
plus dilutive common share equivalents outstanding during the period using the
treasury stock method. Common stock equivalents were not included in the
computation for the year ended December 31, 2003 because their inclusion is
anti-dilutive. There were no outstanding common stock equivalents during the
year ended December 31, 2003.

Use of Estimates in Preparation of Financial Statements

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

         The fair values of Kahuna's financial instruments, consisting primarily
of cash and cash equivalents, accounts receivable and accounts payable, and
convertible debt approximate their carrying values because of their short term
nature or based on the Company's incremental borrowing rate.

Stock-based Compensation

         Kahuna accounts for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25 (APB 25),
Accounting for Stock Issued to Employees, and related interpretations and
applies Statement of Financial Accounting Standards No. 123 (SFAS 123),
Accounting for Stock-Based Compensation, on a disclosure basis only.


NOTE 2 - INVENTORY

Kahuna did not have any inventory as of December 31, 2003 and 2002.






NOTE 3 - PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE COSTS

All property and equipment was considered impaired at December 31, 2003 and has
been adjusted to reflect its actual value. Total impairment adjustment was
$260,372 during 2002.

Depreciation expense was $0 and $38,371 for the years ended December 31, 2003
and 2002, respectively.


NOTE 4 - CONVERTIBLE DEBT

During 2000, Casi secured $100,000 of financing as part of a $150,000
convertible note agreement. Interest accrues on the outstanding principal
balance of the note at the rate of 10% per annum and is payable monthly. The
unpaid principal together with any unpaid accrued interest is due on September
27, 2003. The holder of the note elected to convert this debt to stock during
2002. The principal balance of $100,000 and accrued interest of $20,000 has been
converted to 350,000 shares of common stock.


NOTE 6 - INCOME TAXES

Temporary differences that give rise to the deferred tax assets or liabilities
at December 31, 2003 and 2002 are as follows:

     Deferred tax assets
       Deferred tax asset                                              613,162
       Valuation allowance                                            (613,162)
                                                                      --------
     Net deferred tax asset                                           $      -
                                                                      ========

             There were no provisions for income taxes for the years ended
December 31, 2003 and 2002.

         A reconciliation of income tax expense (benefit) using the statutory
federal income tax rate of 34% to the actual income tax expense (benefit) for
the years ended December 31, 2002 and 2001 is as follows:
<TABLE>
                                                                 2003                        2002
                                                             -----------                 ----------
<S>  <C>                                                     <C>                         <C>
     Federal tax expense (benefit) at statutory rate         $  (208,479)                $ (170,927)
     Change in valuation allowance                               208,479                    170,927
                                                             -----------                 ----------
                                                             $         -                 $        -
                                                             ===========                 ==========
</TABLE>
         Kahuna has total net operating losses at December 31, 2003 of
approximately $610,000.


NOTE 7 - RELATED-PARTY TRANSACTIONS

In January 2002, Control Manufacturing, a related party, advanced CASi $50,000
for operating capital. The funds were repaid with accounts receivable
collections in February 2002. The total amount repaid was $55,000.


NOTE 8 - LEASES

Kahuna leased office space from Control Manufacturing, a related party, during
2002. The lease agreement provided for rent of $1,505 to be paid on a
month-to-month basis. Total rent expense was $0 and $18,060 for the years ended
December 31, 2003 and 2002 respectively.


NOTE 9 - SUBSEQUENT EVENTS

Pursuant to the resolutions adopted by the board of directors on December 5,
2003, the Company completed a reverse stock split effective January 21, 2004.

The Company issued 10,000,000 shares of its common stock to its directors for
services rendered in 2003.

In March of 2004, Kahuna completed a private placement of 2.5 million Units
consisting of one share of its common stock and seven Warrants to purchase
additional shares of common stock at a prices ranging from $0.30 to $0.90.  The
Exercise Period expires on December 31, 2006.  The Company raised net proceeds
of %$500,000 in this offering which the Company believes will provide sufficient
liquidity to fund the Company's operations for the next four quarters.

Kahuna began the execution of its new strategy with the acquisition of a network
security company, Simple Network Solutions (SNS), in February of 2004.  SNS
provides a suite of network analytical services for a client's complete network
enterprise.  These services include intrusion detection and penetration
prevention, virus protection, firewalls, Internet content controls, email (anti-
spam)filtering, virtual prviate network (VPN) security management and remote
management technologies.

Further to its strategy, the Company entered into a Letter of Intent to acquire
Superior Protection, Inc., a Homeland security company.  The Company loaned
Superior $200,000 for one year at 6% interest and holds 100% of the issued
shares of Superior as collateral for the loan.  At the time of this filing the
Letter of Intent with Superior has expired, however management is continuing
discussions with Superior.


                                                                       21
ITEM 8

Changes In and Disagreements With Accountants on Accounting and Financial
 Disclosure.

Not applicable.

Item 8A.  Controls and Procedures.
----------------------------------------------
         The Company's Chief Executive Officer and Chief Financial Officer
("Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
concluded (based on their evaluation of these controls and procedures as of
March 31, 2004), that the design and operation of the Company's disclosure
controls and procedures (as defined in Rule 13a-14(c) under the Securities
Exchange Act of 1934) adequately meet intended objectives and are effective. As
of this date, given the small size of the Company and its limited operations and
over the last year, the Company utilized a preliminary and basic standard of
internal controls and procedures related to its financial reporting for the
period covered by this report. Management is in the process of developing and
adopting new and more stringent controls and procedures and anticipates such
controls and procedures to be in place prior to the end of fiscal year 2004.

         Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in Company
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in Company reports filed under the Exchange
Act are accumulated and communicated to management, including our Chairman, to
allow timely decisions regarding required disclosure.

         No significant changes were made in the Company's internal controls nor
other facts that would significantly affect these controls subsequent to the
date of this evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


                                    PART III

ITEM 9 - Directors, Executives Officers, Promoters and Control Persons,
               Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------------------------------------
         The Company has adopted a Code of Ethics that applies to all of its
Directors, Officers (including its CEO, CFO and chief accounting officer and any
person performing similar functions) and all employees. The Code is attached as
"Exhibit 14H".







                                                                      33
Directors and Executive Officers
--------------------------------------------------

         The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination.

                                                                        Date of
 Positions                 Election or
Name                                          Held                 Designation
----                                         ----                   -----------
Mr. Joe Grace President 12/5/03

Mr. Edward Parker CEO, Secretary 12/5/03

Mr. Frank Neukomm CFO 2/25/04



 Business Experience
---------------------------
          Joe Grace (59),  President,  has an extensive  background in finance
and  management.  Mr. Grace has over 21 years of finance and banking
experience  including  stints with Texas  Commerce and Charter  Banks.  Mr.
Grace has owned and operated  four  successful companies including businesses
relating to network security monitoring,  telecommunications  and document
digitization.  Mr. Grace was President of an online data center  company with
customers  that included 215 banks and over 160 hospitals  nationwide.  Mr.
Grace is a former  member of the  Greater  Houston  Partnership  CEO
Roundtable.  For the five years  prior to joining  Kahuna,  Mr.  Grace was a
contracted business consultant and managed family investments.

               L. Edward Parker (57), CEO, has an extensive background in
management and marketing. Mr. Parker served from 1989 to 1995 as EVP of Sales
and Marketing for Burlington Resources, a $7,000,000,000 exploration and
production company. Prior to 1989 Mr. Parker served as VP of Finance and
Planning for Burlington Northern Inc. Mr. Parker has over 30 years of operating
and management experience in a wide variety of industries. For the past five
years, Mr. Parker has primarily managed personal investments.

                Frank Neukomm (54), CFO, has an extensive background in finance,
mergers and acquisitions, and sales and marketing. Mr. Neukomm has served as a
senior executive of brokerage and M and A companies, software companies and
telecom companies. Mr. Neukomm has been instrumental in purchasing or starting
companies in industries as diverse as insurance, consumer retail goods,
industrial services and wireless telecommunications. Since 1995, Mr. Neukomm has
served as President of NeuHaus Advisors, Inc., a consulting firm to the
telecommunications industry.

Compliance with Section 16(a) of the Exchange Act
------------------------------------------------------------------

          Each of the Company's directors and executive officers filed a Form 3
Initial Statement of Beneficial Ownership of Securities with the Securities and
Exchange Commission on or about December 5, 2003, and February 25, 2004. To the
best knowledge of management, all reports required to be filed by members of
management under Section 16(a) of the 1934 Act have been filed.






Item 10. Executive Compensation.
--------------------------------------------

Cash Compensation.
---------------------------

         As of March, 2004, there were four employment agreements in effect,
three of which call for cash compensation. Details of each follow.

-                 Mr. Joe Grace received 4,000,000 shares of restricted stock
                  and is to receive a cash salary of $5,000 per month beginning
                  in January of 2004. However, as of the date of this filing, no
                  salary payments have been made.
-        Mr. L. Edward Parker received 4,000,000 shares of restricted stock
with no salary requirement.
-        Mr. Todd Simmons,  an officer of Kahuna's  subsidiary SNS, received
1,000,000 shares of restricted stock and a monthly salary
                  of $5,000 beginning in March 2004.
-        Mr. Richard Owen, an officer of Kahuna's  subsidiary SNS,  received
 2,000,000 shares of restricted stock and a monthly salary
                  of $4,500 beginning in March 2004.


Name              Year              Other Comp
Position          Period            Salary
-------------------------------------------------------------------------

Michael E.
Cherry,             12/31/03           $0
Former CEO          12/31/02      $15,385


L. Edward,          12/31/03            0
Parker
CEO, Secretary


         Except as set forth above, no cash compensation, deferred compensation
or long-term incentive plan awards were issued or granted to the Company's
management during the calendar years ended December 31, 2003 and 2002.

Compensation of Directors
------------------------------------
         The former Directors were compensated with restricted stock during 2003
for attending meetings and for work performed. Total stock awarded was 480,000
shares.

Certain Transactions
----------------------------

         Pursuant to resolutions adopted by the Board of Directors in 2003, Mr.
Grace was issued 4,000,000 shares of common stock, Mr. Parker was issued
4,000,000 shares of common stock, and Mr. Cherry was issued 1,000,000 shares of
common stock for services rendered. These shares were issued on January 21,
2004.


Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.


         There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company, any change in control of the
Company, or a change in the person's responsibilities following a change in
control of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
-------------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
----------------------------------------------------------------

         The following table sets forth the share holdings of those persons who
own more than five percent of the Company's common stock, including stock
options, outstanding as of the date of this Report, assuming 29,942,807 shares
are outstanding:
<TABLE>
                                Type of           No. of Shares                                Percentage
    Name and Address             Ownership       Beneficially Owned                               of Class
--------------------------------------------------------------------------------------------------------
<S>                              <C>             <C>                                            <C>
Mr. Joe Grace                    Personal                 3,750,000**                               12.52%
9601 Katy Freeway
Suite 220
Houston, TX  77024

Mr. Edward Parker                Personal                4,000,000                                  13.36%
9601 Katy Freeway
Suite 220
Houston, TX  77024

Mr. Frank Neukomm                Personal                  510,584                                    1.7%
9601 Katy Freeway
Suite 220
Houston, TX  77024

Mr. Mike Cherry                  Personal                1,602,494                                    5.3%
815 Autumn Ridge Dr
McKinney, TX  75070
</TABLE>
* Messrs Joe Grace and Edward Parker were issued 4,000,000 shares each on
January 21, 2004 pursuant to the reverse merger resolution adopted by the Board
of Directors in December 2003. Mr. Mike Cherry was issued an additional
1,000,000 shares on January 21, 2004. See Part III, Item 10 - "Compensation of
Directors".

**Mr. Grace's share number includes 750,000 shares in his wife's name, Barbara
Grace. Mr. Grace gifted 250,000 shares to his son J. Bradley Grace, who is of
majority age and does not reside with him, and which shares are not included in
the above table.





Item 12. Certain Relationships and Related Transactions.
 -----------------------------------------------

          There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company and any director, executive officer, five
percent stockholder or associate of any of these persons.

Item 13. Principal Accountant Fees and Services
--------------------------------------------------------------

AUDIT FEES

Malone and Bailey were our auditors for the fiscal years ended December 31, 2002
and 2003.

AUDIT FEES

For their audit of our annual financial statements and for their review of our
Quarterly Reports on Form 10-Q, Malone and Bailey billed us a total of $9,500
or the fiscal year ended December 31, 2002 and $8,200 for the fiscal year ended
December 31, 2003.

TAX FEES

For their review of tax matters, John A. Wilkinson, P.C. billed us a total of
$3,328 in 2002 and $3,717 in 2003.

ALL OTHER FEES

John A. Wilkinson, P.C. billed us $ 2,540 related to general accounting
services and quarterly filings of Form 10-QSB.

The Board of Directors Pre-approval Policy and Procedures

We do not have a separate Audit Committee. Our full Board of Directors performs
the functions of an Audit Committee. During fiscal year 2003, the Board of
Directors adopted policies and procedures for the pre-approval of audit and
non-audit services for the purpose of maintaining the independence of our
independent auditors. We may not engage our independent auditors to render any
audit or non-audit service unless either the service is approved in advance by
the Board of Directors or the engagement to render the service is entered into
pursuant to the Board of Director's pre-approval policies and procedures. On an
annual basis, the Board of Directors may pre-approve services that are expected
to be provided to us by the independent auditors during the following 12 months.
At the time such pre-approval is granted, the Board of Directors must (1)
identify the particular pre-approved services in a sufficient level of detail so
that management will not be called upon to make judgment as to whether a
proposed service fits within the pre-approved services and (2) establish a
monetary limit with respect to each particular pre-approved service, which limit
may not be exceeded without obtaining further pre-approval under the policy.

The Board has considered whether the provision of the services described above
under the caption "All Other Fees" is compatible with maintaining independence.








                                     PART IV

Item 14. Exhibits and Reports on Form 8-K.
---------------------------------------------------------
         Reports on Form 8-K.
--------------------------------------

         None

         Exhibits*

          (i)

         Registration Statement on Form 10-SB, as amended, previously filed with
the Securities and Exchange Commission**.


         Initial Articles of Incorporation filed in the State of Utah.**

         Initial Articles of Incorporation filed in the State of Nevada.**

         Articles of Merger to change the Company's domicile filed in the State
         of Utah and Nevada and effecting a one for four reverse split of the
         outstanding securities of The Company.**

         Certificate of Amendment changing the name of the Company to Kahuna
         Network Security, Inc. in the State of Nevada.**

         By-Laws**

         Agreement and Plan of Reorganization with Kahuna Network Securities,
         Inc. exhibits.**

         Calculation of Weighted Average Shares**

         Subsidiaries**

         Financial Data Schedule.**



Exhibit
Number               Description
----------               ---------------

14A      Form of Warrant Agreement

14B      Employment Agreement - Joe Grace

14C      Employment Agreement - L. Edward Parker

14D      Employment Agreement - Todd Simmons

14E      Employment Agreement - Richard Owen

14F      Exchange Agreement - Kahuna and SNS

14G      Revolving Credit Agreement - Superior Protection Inc. and Kahuna

14H      Code of Ethics


          *    Summaries of all exhibits contained within this Report are
               modified in their entirety by reference to these Exhibits.

                ** These documents and related exhibits have been previously
filed with the Securities and Exchange Commission. In accordance with the
requirements of the Exchange Act, the registrant caused this report to be signed
by the undersigned, hereunto duly authorized.














EXHIBIT 14A - Form of Warrant Agreement
-----------------------------------------------------------

                          KAHUNA NETWORK SECURITY, INC.

                                WARRANT AGREEMENT



         KAHUNA NETWORK SECURITY, INC., a Nevada corporation (the "Company")
(formerly known as Computer Automation Systems, Inc.), for value received,
hereby agrees to issue a Class A warrant entitling you to purchase the shares of
the Company's common stock (the "Common Stock") set forth on the signature page
hereof (each such instrument being hereinafter referred to as a "Warrant,
"Warrants: or "Warrant Agreement"). The Warrants will be issued in consideration
of an investment in the Company by you. The number of shares of Common Stock
purchasable upon exercise of the Warrants is subject to adjustment as provided
in Section 5 below. The Warrants will be exercisable by each you or any other
Warrant holder (as defined below) as to all or any lesser number of shares of
Common Stock covered thereby, at an initial Purchase Price of $.30 per share,
subject to adjustment as provided in Section 5 below, for the exercise period
defined in Section 3(a) below. The term "Warrant holder" refers to each person
whose name appears on the signature page of this agreement and any transferee or
transferees of any of them permitted by Section 2(a) below. Such term, when used
in this Warrant Agreement in reference to or in the context of a person who
holds or owns shares of Common Stock issued upon exercise of a Warrant, refers
where appropriate to such person who holds or owns such shares of Common Stock.

1. Representations and Warranties.

         The Company represents and warrants to you as follows:

(a)               Corporate and Other Action.  The Company has all requisite
        power and authority  (corporate and other),  and has taken
        all necessary corporate action, to authorize,  execute, deliver and
        perform this Warrant Agreement, to execute, issue, sell and
        deliver the Warrants and a certificate or  certificates  evidencing the
         Warrants,  to authorize and reserve for issue and, upon
        payment from time to time of the Purchase  Price,  to issue,  sell and
         deliver,  the shares of the Common Stock  issuable  upon
        exercise of the Warrants (the "Shares"),  and to perform all of its
         obligations  under this Warrant Agreement and the Warrants.
        The Shares,  when issued in accordance with this Agreement,  will be
        duly authorized and validly issued and outstanding,  fully
        paid and  nonassessable and free of all liens,  claims,  encumbrances
        and preemptive  rights.  This Warrant Agreement and, when
        issued,  each Warrant issued pursuant hereto,  has been or will be duly
         executed and delivered by the Company and is or will be
        a legal,  valid and binding  agreement of the Company,  enforceable in
        accordance with its terms. No  authorization,  approval,
        consent  or  other  order of any  governmental  entity,  regulatory
        authority  or  other  third  party  is  required  for such
        authorization, execution, delivery, performance, issue or sale.

(b)     No Violation. The execution and delivery of this Warrant Agreement, the
        consummation of the transactions herein contemplated and the compliance
        with the terms and provisions of this Warrant Agreement and of the
        Warrants will not conflict with, or result in a breach of, or constitute
        a default or an event permitting acceleration under, any statute, the
        Certificate of Incorporation or Bylaws of the Company or any indenture,
        mortgage, deed of trust, note, bank loan, credit agreement, franchise,
        license, lease, permit, or any other agreement, understanding,
        instrument, judgment, decree, order, statute, rule or regulation to
        which the Company is a party or by which it is or may be bound.

2.      Transfer.

(a)     Transferability of Warrants. You agree that the Warrants are being
        acquired as an investment and not with a view to distribution thereof
        and that the Warrants may not be transferred, sold, assigned or
        hypothecated except as provided herein and in compliance with all
        applicable securities and other laws.





(a)     Registration of Shares. You agree not to make any sale or other
        disposition of the Shares except pursuant to a registration statement
        which has become effective under the Securities Act of 1933, as amended
        (the "Act"), setting forth the terms of such offering, the underwriting
        discount and commissions and any other pertinent data with respect
        thereto, unless you have provided the Company with an opinion of counsel
        reasonably acceptable to the Company that such registration is not
        required. Certificates representing the Shares, which are not registered
        as provided in Section 2, shall bear an appropriate legend and be
        subject to a "stop-transfer" order.

3.      Exercise of Warrants; Partial Exercise; Redemption.

(a)     Exercise Period. This Warrant is exercisable from the date hereof and
        expires on December 31, 2006. The Board of Directors reserves the right
        to extend the Exercise Period for up to 12 months.

(b)     Exercise in Full. Subject to Section 3(a), Warrants may be exercised in
        full by the Warrant holder by surrender of the Warrants, with the form
        of subscription at the end thereof duly executed by such Warrant holder,
        to the Company at its principal office, accompanied by payment, in cash
        or by certified or bank cashier's check payable to the order of the
        Company, in the amount obtained by multiplying the number of shares of
        the Common Stock represented by the respective Warrant or Warrants by
        the Purchase Price per share (after giving effect to any adjustments as
        provided in Section 5 below).

(c)               Partial  Exercise.  Subject to Section 3(a), each Warrant may
        be exercised in part by the Warrant holder by surrender of the Warrant,
        with the form of subscription  at the end thereof duly executed by such
        Warrant  holder,  in the manner and at
        the place provided in Section 3(b) above,  accompanied by payment,  in
        cash or by certified or bank cashier's  check payable to
        the order of the Company,  in amount obtained by multiplying the number
        of shares of the Common Stock designated by the Warrant
        holder in the form of  subscription  attached  to the  Warrant by the
        Purchase  Price per share  (after  giving  effect to any
        adjustments as provided in Section 5 below).  Upon any such partial
        exercise,  the Company at its expense will forthwith issue
        and deliver to or upon the order of the Warrant  holder a new Warrant
        of like tenor,  in the name of the Warrant holder thereof
        or as the Warrant  holder (upon  payment by such  Warrant  holder of
        any  applicable  transfer  taxes) may request,  subject to
        Section  2(a),  calling in the  aggregate  for the  purchase of the
        number of shares of the Common Stock equal to the number of
        such shares called for on the face of the  respective  Warrant
       (after giving  effect to any  adjustment  herein as provided in
        Section 5 below) minus the number of such shares designated by the
        Warrant holder in the aforementioned form of subscription.

(d)     Company to Reaffirm Obligations. The Company will, at the time of any
        exercise of any Warrant, upon the request of the Warrant holder,
        acknowledge in writing its continuing obligation to afford to such
        Warrant holder any rights to which such Warrant holder shall continue to
        be entitled after such exercise in accordance with the provisions of
        this Warrant Agreement; provided, however, that if the Warrant holder
        shall fail to make any such request, such failure shall not affect the
        continuing obligation of the Company to afford to such Warrant holder
        any such right.

         (e) Method of Redemption. If the closing bid price of the Common Stock
shall have equaled or exceeded 200% of the Purchase Price, as adjusted, for a
period of at least twenty (20) of the last thirty trading days at any time
during the term hereof, the Company may, in its sole discretion, redeem the
Warrants by paying Warrant holders $.01 per Warrant, provided such notice is
mailed to all Warrant holders not later than thirty (30) days after the end of
such period and prescribes a redemption date at least thirty (30) days but not
more than sixty (60) days thereafter. Warrant holders will be entitled to
exercise Warrants at any time up to the business day next preceding the
redemption date.


4. Delivery of Stock Certificates on Exercise.

         Any exercise of the Warrants pursuant to Section 3 shall be deemed to
have been effected immediately prior to the close of business on the date on
which the Warrants together with the subscription form and the payment for the
aggregate Purchase Price shall have been received by the Company. At such time,
the person or persons in whose name or names any certificate or certificates
representing the Shares or Other Securities (as defined below) shall be issuable
upon such exercise shall be deemed to have become the holder or holders of
record of the Shares or Other Securities so purchased. As soon as practicable
after the exercise of any Warrant in full or in part, and in any event within 10
days thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of, and delivered to
the purchasing Warrant holder, a certificate or certificates representing the
number of fully paid and nonassessable shares of Common Stock or Other
Securities to which such Warrant holder shall be entitled upon such exercise,
plus in lieu of any fractional share to which such Warrant holder would
otherwise be entitled, cash in an amount determined pursuant to Section 6(h),
together with any other stock or other securities and property (including cash,
where applicable). The term "Other Securities" refers to any stock (other than
Common Stock), other securities or assets (including cash) of the Company or any
other person (corporate or otherwise) which the holders of the Warrants at any
time shall be entitled to receive, or shall have received, upon the exercise of
the Warrants, in lieu of or in addition to Common Stock, or which at any time
shall be issuable or shall have been issued in exchange for or in replacement of
Common Stock or Other Securities pursuant to Section 5 below or otherwise.

5. Adjustment of Purchase Price and Number of Shares Purchasable.

         The Purchase Price and the number of Shares are subject to adjustment
from time to time as set forth in this Section 5.

(a)               In case the Company shall at any time after the date of this
        Agreement (i) declare a dividend on the Common Stock in
        shares of its capital stock, (ii) subdivide the outstanding  Shares,
        (iii) combine the outstanding Common Stock into a smaller
        number of Common Stock, or (iv) issue any shares of its capital stock
       by  reclassification  of the Common Stock  (including any
        such  reclassification in connection with a consolidation or merger in
          which the Company is the continuing  corporation),  then
        in each case the Purchase  Price,  and the number and kind of Shares
         receivable  upon  exercise,  in effect at the time of the
        record  date for such  dividend  or of the  effective  date of such
        subdivision,  combination,  or  reclassification  shall be
        proportionately  adjusted  so that the  holder of any  Warrant
        exercised  after  such time shall be  entitled  to receive  the
        aggregate  number and kind of Shares which,  if such Warrant had been
        exercised  immediately  prior to such time, he would have
        owned  upon  such  exercise  and  been  entitled  to  receive  by
         virtue  of  such  dividend,  subdivision,   combination,  or
        reclassification.  Such adjustment shall be made successively whenever
        any event listed above shall occur.

(b)     No adjustment in the Purchase Price shall be required if such adjustment
        is less than $.05; provided, however, that any adjustments which by
        reason of this subsection (h) are not required to be made shall be
        carried forward and taken into account in any subsequent adjustment. All
        calculations under this Section 5 shall be made to the nearest cent or
        to the nearest one-thousandth of a share, as the case may be.

(c)     Upon each adjustment of the Purchase Price as a result of the
        calculations made in any of subsection (a) of this Section 5, each
        Warrant outstanding prior to the making of the adjustment in the
        Purchase Price shall thereafter evidence the right to purchase, at the
        adjusted Purchase Price, that number of Shares (calculated to the
        nearest thousandth) obtained by (i) multiplying the number of Shares
        purchasable upon exercise of a Warrant immediately prior to adjustment
        of the number of Shares by the Purchase Price in effect prior to
        adjustment of the Purchase Price and (ii) dividing the product so
        obtained by the Purchase Price in effect immediately after such
        adjustment of the Purchase Price.

(d)               In case of any capital  reorganization of the Company,  or of
 any  reclassification of the Common Stock (other than a
        reclassification  of the Common Stock referred to in subsection (a) of
this Section 5), or in the case of the  consolidation of
        the Company with or the merger of the Company into any other
orporation or of the sale,  transfer,  or lease of the properties
        and assets of the Company as, or substantially as, an entirety to any
other corporation,  each Warrant shall after such capital
        reorganization,  reclassification of the Common Stock, consolidation,
 merger, sale, transfer, or lease be exercisable, upon the
        terms and conditions  specified in this Agreement,  for the number of
 shares of stock or other  securities,  assets, or cash to
        which a  holder  of the  number  of  shares  of  Common  Stock
 purchasable  (at  the  time  of  such  capital  reorganization,
        reclassification of shares,  consolidation,  merger,  sale,  transfer,
 or lease) upon exercise of such Warrant would have been
        entitled upon such capital  reorganization,  reclassification of the
 Common Stock,  consolidation,  merger, sale, transfer,  or
        lease; and in any such case, if necessary,  the provisions set forth
in this Section 5 with respect to the rights and interests
        thereafter of the holders of the Warrants shall be appropriately
 adjusted so as to be applicable,  as nearly as may reasonably
        be, to any shares of stock or other securities,  assets, or cash
thereafter  deliverable upon the exercise of the Warrants. The
        subdivision or combination of the Common Stock at any time  outstanding
  into a greater or lesser number of shares shall not be
        deemed to be a reclassification  of the Common Stock for the purposes
 of this paragraph.  The Company shall not effect any such
        consolidation,  merger,  transfer,  or lease,  unless prior to or
simultaneously with the consummation  thereof,  the successor
        corporation (if other than the Company) resulting from such
consolidation or merger or the corporation  purchasing,  receiving,
        or leasing such assets or other appropriate  corporation or entity
shall assume, by written  instrument  executed and delivered
        to the Warrant  holder,  the  obligation to deliver to the Warrant
 holder such shares of stock,  securities,  or assets as, in
        accordance with the foregoing  provisions,  such holders may be
entitled to purchase,  and to perform the other  obligations of
        the Company under this Warrant Agreement.

6.      Further Covenants of the Company.

(a)     Dilution or Impairments. The Company will not, by amendment of its
        certificate or articles of incorporation or through any reorganization,
        transfer of assets, consolidation, merger, dissolution, issue or sale of
        securities or any other voluntary action, avoid or seek to avoid the
        observance or performance of any of the terms of the Warrants or of this
        Warrant Agreement, but will at all times in good faith assist in the
        carrying out of all such terms and in the taking of all such action as
        may be necessary or appropriate in order to protect the rights of the
        Warrant holders against dilution or other impairment. Without limiting
        the generality of the foregoing, the Company:

(i)     shall at all times reserve and keep available, solely for issuance and
        delivery upon the exercise of the Warrants, all shares of Common Stock
        (or Other Securities) from time to time issuable upon the exercise of
        the Warrants and shall take all necessary actions to ensure that the par
        value per share, if any, of the Common Stock (or Other Securities) is at
        all times equal to or less than the then effective Purchase Price per
        share;

(ii)    will take all such action as may be necessary or appropriate in order
        that the Company may validly and legally issue fully paid and
        nonassessable shares of Common Stock or Other Securities upon the
        exercise of the Warrants from time to time outstanding;

(iii)   will not issue any capital stock of any class which is preferred as to
        dividends or as to the distribution of assets upon voluntary or
        involuntary dissolution, liquidation or winding-up, unless the rights of
        the holders thereof shall be limited to a fixed sum or percentage of par
        value in respect of participation in dividends and in any such
        distribution of assets; and

(iv)    will not transfer all or substantially all of its properties and assets
        to any person (corporate or otherwise), or consolidate with or merge
        into any other person or permit any such person to consolidate with or
        merge into the Company (if the Company is not the surviving
        corporation), unless such other person shall expressly assume in writing
        and will be bound by all the terms of this Warrant Agreement and the
        Warrants.

(b)     Title to Stock. All shares of Common Stock delivered upon the exercise
        of the Warrants shall be validly issued, fully paid and nonassessable;
        each Warrant holder shall, upon such delivery, receive good and
        marketable title to the Shares, free and clear of all voting and other
        trust arrangements, liens, encumbrances, equities and claims whatsoever;
        and the Company shall have paid all taxes, if any, in respect of the
        issuance thereof.

(c)     Remedies. The Company stipulates that the remedies at law of the Warrant
        holder or any holder of Shares in the event of any default or threatened
        default by the Company in the performance of or compliance with any of
        the terms of this Warrant Agreement or the Warrants are not and will not
        be adequate and that such terms may be specifically enforced by a decree
        for the specific performance of any agreement contained herein or in the
        Warrants or by an injunction against a violation of any of the terms
        hereof or thereof or otherwise.

(d)     Exchange of Warrants. Subject to Section 2(a) hereof, upon surrender for
        exchange of any Warrant to the Company, the Company at its expense will
        promptly issue and deliver to or upon the order of the holder thereof a
        new Warrant or like tenor, in the name of such holder or as such holder
        (upon payment by such Warrant holder of any applicable transfer taxes)
        may direct, calling in the aggregate for the purchase of the number of
        shares of the Common Stock called for on the face or faces of the
        Warrant or Warrants so surrendered. The Warrants and all rights
        thereunder are transferable in whole or in part upon the books of the
        Company by the registered holder thereof, subject to the provisions of
        Section 2(a), in person or by duly authorized attorney, upon surrender
        of the Warrant, duly endorsed, at the principal office of the Company.

(e)     Replacement of Warrants. Upon receipt of evidence reasonably
        satisfactory to the Company of the loss, theft, destruction or
        mutilation of any Warrant and, in the case of any such loss, theft or
        destruction, upon delivery of an indemnity agreement reasonably
        satisfactory in form and amount to the Company or, in the case of any
        such mutilation, upon surrender and cancellation of such Warrant, the
        Company, at the expense of the Warrant holder, will execute and deliver,
        in lieu thereof, a new Warrant of like tenor.

(f)     Reporting by the Company. The Company agrees that during the term of the
        Warrants it will use its best efforts to keep current in the filing of
        all forms and other materials, if any, which it may be required to file
        with the appropriate regulatory authority pursuant to the Securities
        Exchange Act of 1934, as amended (the "Exchange Act"), and all other
        forms and reports required to be filed with any regulatory authority
        having jurisdiction over the Company.

(g)               Fractional  Shares.  No  fractional  Shares are to be issued
 upon the exercise of any Warrant,  but the Company shall
        pay a cash  adjustment  in respect of any  fraction  of a share which
would  otherwise  be issuable in an amount  equal to such
        fraction  multiplied by the closing price which shall be the last
reported sales price regular way or, in case no such reported
        sales  takes  place on such day,  the  average of the closing bid and
 asked  prices  regular  way,  on the  principal  national
        securities  exchange in the United States on which the Common Stock
is listed or admitted to trading, or if the Common Stock is
        not listed or admitted to trading on any such national securities
exchange,  the average of the highest reported bid and lowest
        reported  asked price as furnished by the National  Association of
 Securities  Dealers,  Inc.  through its automated  quotation
        system ("Nasdaq") or a similar organization if Nasdaq is no longer
reporting such information.

7.      Other Warrant Holders: Holders of Shares.

         The Warrants are issued upon the following terms, to all of which each
Warrant holder by the taking thereof consents and agrees: (a) any person who
shall become a transferee, within the limitations on transfer imposed by Section
2(a) hereof, of a Warrant properly endorsed shall take such Warrant subject to
the provisions of Section 2(a) hereof and thereupon shall be authorized to
represent himself as absolute owner thereof and, subject to the restrictions
contained in this Warrant Agreement, shall be empowered to transfer absolute
title by endorsement and delivery thereof to a permitted bona fide purchaser for
value; (b) any person who shall become a holder or owner of Shares shall take
such shares subject to the provisions of Section 2(b) hereof; (c) each prior
taker or owner waives and renounces all of his equities or rights in such
Warrant in favor of each such permitted bona fide purchaser, and each such
permitted bona fide purchaser shall acquire absolute title thereto and to all
rights presented thereby; and (d) until such time as the respective Warrant is
transferred on the books of the Company, the Company may treat the registered
holder thereof as the absolute owner thereof for all purposes, notwithstanding
any notice to the contrary.

8. Miscellaneous.

         All notices, certificates and other communications from or at the
request of the Company to any Warrant holder shall be mailed by first class,
registered or certified mail, postage prepaid, to such address as may have been
furnished to the Company in writing by such Warrant holder, or, until an address
is so furnished, to the address of the last holder of such Warrant who has so
furnished an address to the Company, except as otherwise provided herein. This
Warrant Agreement and any of the terms hereof may be changed, waived, discharged
or terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. This
Warrant Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Texas. The headings in this Warrant
Agreement are for purposes of reference only and shall not limit or otherwise
affect any of the terms hereof. This Warrant Agreement, together with the forms
of instruments annexed hereto as exhibits, constitutes the full and complete
agreement of the parties hereto with respect to the subject matter hereof.






         IN WITNESS WHEREOF, the Company has caused this Warrant Agreement to be
executed in Houston, Texas, by its proper corporate officers, thereunto duly
authorized as of the date set forth below.

                          KAHUNA NETWORK SECURITY, INC.


                      By: ___________________________________
                      L. EDWARD PARKER   CEO

                      Dated:_________________________________

The above Warrant Agreement is confirmed
as of the date hereof.
(to be Witnesses by Kahuna Network Security, Inc.)


By:_________________________________

Printed Name: ________________________

Title:________________________________






EXHIBIT 4-4







EXHIBIT 14B - Employment Agreement for Joe Grace
------------------------------------------------------------------------

                              EMPLOYMENT AGREEMENT

This Employment Agreement; (the "Agreement") is entered into effective as of
October 15, 2003 between Computer Automation Systems, Inc., a Nevada corporation
(the "Company" or "CASX"), and Joe Grace (the "Executive").

RECITALS

WHEREAS, Computer Automation Systems, Inc., a Nevada corporation ("is engaged
in the business of providing Network Security, (the
Company's Business); and

WHEREAS, Executive possess substantial knowledge and experience with respect to
 the Company's Business; and

WHEREAS, the Company desires to employ the Executive to have the benefits of his
expertise and knowledge. The Executive, in turn, desires employment with the
Company. The parties, therefore, enter into this Agreement to establish the
terms and conditions of the Executive's employment with the Company.

In consideration of the mutual covenants and representations contained in this
Agreement, the Company and the Executive agree as follows:

1. Employment of Executive; Duties, The Company agrees to employ the Executive
and the Executive agrees to be employed by the Company, as Chairman of the
Board, for the period specified in Section 3 (the "Employment Period"), subject
to the terms and conditions of this Agreement. During the Employment Period, the
Executive shall have such duties and responsibilities generally consistent with
his position and such other duties not inconsistent with his title and position
and as may be assigned to him by the Company, which may include providing
similar services for each of the Company's subsidiaries, parents or affiliates.
In connection therewith, Executive shall devote his best efforts, experience and
judgment to iully discharge his duties and responsibilities under this
Employment Agreement and as reasonably contemplated hereby, and shall act in
conformity with the written and oral policies of the Company and within the
limits, budgets, business plans and instructions as set by its Board of
Directors. Executive shall be subject to the authority of the Company's Board of
Directors and duly appointed officers.

2. Place of Employment and Travel. Executive acknowledges that the Company's
offices and headquarters are currently located in Houston, Texas and that shall
be the initial site of Executives employment.

3. Employment Period. The Employment Period shall begin on the date first
written above and shall continue for three (3) years.

4. Base Salary. During the Employment Period, the Company shall pay the
Executive a minimum annual base salary of U.S. sixty-thousand Dollars
(US$60,000). The base salary shall be payable in twelve (12) equal monthly
installments beginning the first week of January 2004 which are not less
frequent than the periodic installments in effect for salaries of other
executives of the Company- The base salary shall be subject to review annually
by the Board of Directors ("Board") (or a committee appointed by the Board) for
upward adjustments based on the policies of the Company and (tie Executive's
contributions to the business of the Company.

5. Benefits. In addition to and except for the matters governed by this
Agreement, the Executive shall be entitled to: (i) employee benefits and
perquisites, including but not limited to pension plans, deferred compensation
plans, stock options, annual bonus plans, long term incentive plans, group life
insurance, disability, sickness and accident insurance and health benefits under
such plans and programs as provided to other executives of the Company from time
to time; and (ii) paid vacation as well as holidays, leave of absence and leave
for illness and temporary disability in accordance with the policies of the
Company.

6. Other consideration. In addition, the Executive will be issued four (4)
million (4,000,000) post- split shares of the Company on or before the execution
of the Exchange Agreement between the Company and Network Box USA, inc.

7. Non-Disclosure; Non-Competition. As a condition to the employment
arrangement, Executive agrees to execute and comply with the terms and
conditions of the "Employee Non-Disclosure, Non-Competition and Assignment of
Inventions Agreement" attached hereto as Exhibit 1.

8. Termination.

8.1. Termination by the Company.

a. The Company, by action of its Board, may terminate the Executive's employment
under this Agreement for Cause at any time by notifying the Executive of such
termination. For all purposes of this Agreement, the Employment Period shall end
as of the date of such termination of employment. "Cause" means the Executive's:
(i) persistent and repeated refusal, failure or neglect to perform the material
duties of his employment under this Agreement (other than by reason of the
Executive's physical or mental illness or impairment), provided that such Cause
shall be deemed to occur only after the Company gave notice thereof to the
Executive specifying in reasonable detail the conduct constituting Cause, and
the Executive failed to cure and correct his conduct within thirty (30) days
after such notice; (ii) committing any act of fraud or embezzlement, provided
that such Cause shall be deemed to occur only after the Company gave notice
thereof to the Executive specifying in reasonable detail the instances of such
conduct, and the Executive had the opportunity to be heard at a meeting of the
Board; (iii) breach of the Employee Non-Disclosure, Non-Competition and
Assignment of Inventions Agreement or of such other subsequent agreements
entered into during the Employment Period that results in a detriment to the
Company; (iv) conviction of a felony (including pleading guilty to a felony); or
(v) habitual abuse of alcohol or drugs.

8.2. Termination by the Executive. The Executive may terminate this Agreement at
any time, for any reason or for no reason at all, by giving notice thereof to
the Company at least ninety (90) days before the effective date of such
termination. The Employment Period shall terminate as of the date of such
termination of employment.

8.3. Severance Benefits.

a. If the Executive's employment under this Agreement is terminated before the
end of the Employment Period by the Company with Cause or by the Executive for
Good Reason (as defined in herein below), the Company shall continue to pay to
the Executive his unpaid Base Salary through the time of termination and for a
period extending ninety (90) days thereafter.

b. If the Executive's employment under this Agreement is terminated by the
Company with Cause, or if the Executive dies or becomes totally disabled (as
defined herein below), the Company shall only pay the Executive a lump sum cash
payment within fifteen (15) days of the date of such termination, equal to the
sum of: (i) Executive's unpaid Base Salary earned to the termination date plus
ninety (90) days.

8.4. Termination by Death or Disability. This Agreement shall terminate
automatically upon the Executive's death. If the Company determines in good
faith that the Executive has a "total disability" (within the meaning of such
term or of a similar term as defined in the Company's long-term disability plan
as in effect from time to time), the Company may terminate his employment under
this Agreement by notifying the Executive thereof at least thirty (30) days
before the effective date of such termination.

9. Representation by Executive. Executive represents and warrants to the Company
that his employment hereunder will not conflict with or result in a violation or
breach of, or constitute a default under any contract, agreement or
understanding to which he is or was a party.

10. Notices. Any notices, requests, demands and other communications provided
for by this Agreement shall be sufficient if in writing and if sent by
registered or certified mail to the Executive at the last address he has filed
in writing with the Company or, in the case of the Company, to the Company's
principal executive offices.

11. Withholding Taxes. The Company shall have the right, but not the duty, to
the extent permitted by law, to withhold from any payment of any kind due to the
Executive under this Agreement to satisfy the tax withholding obligations of the
Company under applicable law.

12. Validity; Complete Agreement. The validity and enforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision hereof. This Agreement sets forth the entire understanding and
embodies the entire Agreement of the parties with respect to the subject matter
covered hereby and supersedes atl prior or contemporaneous oral or written
agreements, understandings, arrangements, negotiations or communications, among
the parties hereto.

13. Amendment. This Agreement shall not be modified or amended except by written
agreement of the parties hereto.

14. Choice of Law; Jurisdiction and Venue. This Agreement shall be governed by
and construed in accordance with the law of the State of Texas. The Parties
consent to the exclusive jurisdiction of the Texas courts. Venue for any action
brought hereunder shall be exclusively in the State of Texas, County of Harris.

15. Counterpart. This Agreement may be executed in any number of counterparts,
all of which shall be considered one and the same agreement.

16. Delay; Partial Exercise. No failure or delay by any party in exercising any
right, power or privilege under this Agreement shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.

17. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns. The Company shall have
the right to assign this Agreement to any of its respective subsidiaries,
parents or affiliates. The rights and obligations of Executive under this
Agreement are personal to him and no such right or obligation shall be subject
to voluntary or involuntary alienation, assignment, or transfer.

Mandatory Arbitration. DISPUTES REGARDING THE EXECUTIVE'S EMPLOYMENT BY THE
COMPANY, INCLUDING, WITHOUT LIMITATION, ANY DISPUTE UNDER THIS AGREEMENT WHICH
CANNOT BE RESOLVED BY NEGOTIATIONS BETWEEN THE COMPANY AND THE EXECUTIVE SHALL
BE SUBMITTED TQ, AND SOLELY DETERMINED BY, FINAL AND BINDING ARBITRATION
CONDUCTED UNDER THE RULES OF ARBITRATION OF THE STATE OF TEXAS APPLICABLE TO
EMPLOYMENT DISPUTES, AND THE PARTIES AGREE TO BE BOUND BY THE FINAL AWARD OF THE
ARBITRATOR IN ANY SUCH PROCEEDING. THE ARBITRATOR SHALL APPLY THE LAWS OF THE
STATE OF TEXAS WITH RESPECT TO THE INTERPRETATION OR ENFORCEMENT OF ANY MATTER
RELATING TO THIS AGREEMENT. ARBITRATION SHALL BE HELD IN HOUSTON, HARRIS COUNTY.
TEXAS, AND SHALL BE CONDUCTED BY A QUALIFIED ARBITRATOR APPOINTED UNDER THE LAWS
OF THE STATE OF TEXAS. JUDGMENT UPON THE AWARD BY THE ARBITRATOR MAY BE ENTERED
IN ANY COURT HAVING JURISDICTION THEREOF.

IN VYITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.

Witness



Witness

i

By:





EXHIBIT 14C - Employment Agreement for L. Edward Parker
-------------------------------------------------------------------------------

EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is entered into effective as of
October 15, 2003 between Computer Automation Systems, Inc., a Nevada corporation
(the "Company" or "CASX"), and Ed Parker (the "Executive").

RECITALS

WHEREAS, Computer Automation Systems, Inc., a Nevada corporation ("is engaged
in the business of providing Network Security, (the
Company's Business); and

WHEREAS, Executive possess substantial knowledge and experience with respect to
 the Company's Business; and

WHEREAS, the Company desires to employ the Executive to have the benefits of his
expertise and knowledge. The Executive, in turn, desires employment with the
Company. The parties, therefore, enter into this Agreement to establish the
terms and conditions of the Executive's employment with the Company.

In consideration of the mutual covenants and representations contained in this
Agreement, the Company and the Executive agree as follows:

1. Employment of Executive; Duties. The Company agrees to employ the Executive
and the Executive agrees to be employed by the Company, as Chief Executive
Officer, for the period specified in Section 3 (the "Employment Period"),
subject to the terms and conditions of this Agreement. During the Employment
Period, the Executive shall have such duties and responsibilities generally
consistent with his position and such other duties not inconsistent with his
title and position and as may be assigned to him by the Company, which may
include providing similar services for each of the Company's subsidiaries,
parents or affiliates. ln connection therewith, Executive shall devote his best
efforts, experience and judgment to fully discharge his duties and
responsibilities under this Employment Agreement and as reasonably contemplated
hereby, and shall act in conformity with the written and oral policies of the
Company and within the limits, budgets, business ptans and instructions as set
by its Board of Directors. Executive shall be subject to the authority of the
Company's Board of Directors and duly appointed officers.

2. Place of Employment and Travel. Executive acknowledges that the Company's
offices and headquarters are currently located in Houston, Texas and that shall
be the initial site of Executives employment.

3. Employment Period. The Employment Period shall begin on the date first
written above and shall continue for three (3) years.

4. Consideration. The Executive will be issued four (4) million (4,000,000)
post-split shares of the Company on or before the execution of the Exchange
Agreement between the Company and Network Box USA, Inc.

5. Non-Disclosure; Non-Competition. As a condition to the employment
arrangement, Executive agrees to execute and comply with the terms and
conditions of the "Employee Non-Disclosure, Non-Competition and Assignment of
Inventions Agreement" attached hereto as Exhibit 1.

6. Termination.

6.1. Termination by the Company.

a. The Company, by action of its Board, may terminate the Executive's employment
under this Agreement for Cause at any time by notifying the Executive of such
termination. For all purposes of this Agreement, the Employment Period shall end
as of the date of such termination of employment. "Cause" means the Executive's:
(i) persistent and repeated refusal, failure or neglect to perform the material
duties of his employment under this Agreement (other than by reason of the
Executive's physical or mental illness or impairment), provided that such Cause
shall be deemed to occur only after the Company gave notice thereof to the
Executive specifying in reasonable detail the conduct constituting Cause, and
the Executive failed to cure and correct his conduct within thirty (30) days
after such notice; (ii) committing any act of fraud or embezzlement, provided
that such Cause shall be deemed to occur only after the Company gave notice
thereof to the Executive specifying in reasonable detail the instances of such
coriduct, and the Executive had the opportunity to be heard at a meeting of the
Board; (iii) breach of the Employee Non-Disclosure, Non-Competition and
Assignment of Inventions Agreement or of such other subsequent agreements
entered into during the Employment Period that results in a detriment to the
Company; (iv) conviction of a felony (including pleading guilty to a felony); or
(v) habitual abuse of alcohol or drugs.

6.2. Termination by the Executive. The Executive may terminate this Agreement at
any time, for any reason or for no reason at all, by giving notice thereof to
the Company at least ninety (90) days before the effective date of such
termination. The Employment Period shall terminate as of the date of such
termination of employment.

6.3. Termination by Death or Disability. This Agreement shall terminate
automatically upon the Executive's death. If the Company determines in good
faith that the Executive has a "total disability" (within the meaning of such
term or of a similar term as defined in the Company's long-term disability plan
as in effect from time to time), the Company may terminate his employment under
this Agreement by notifying the Executive thereof at least thirty (30) days
before the effective date of such termination.

7. Representation by Executive. Executive represents and warrants to the Company
that his employment hereunder will not conflict with or result in a violation or
breach of, or constitute a default under any contract, agreement or
understanding to which he is or was a party.

8. Notices. Any notices, requests, demands and other communications provided for
by this Agreement shall be sufficient if in writing and if sent by registered or
certified rnail to the Executive at the last address he has filed in writing
with the Company or, in the case of the Company, to the Company's principal
executive offices.

9. Withholding Taxes. The Company shall have the right, but not the duty, to the
extent permitted by law, to withhold from any payment of any kind due to the
Executive under this Agreement to satisfy the tax withholding obligations of the
Company under applicable law.

10. Validity; Complete Agreement. The validity and enforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision hereof. This Agreement sets forth the entire understanding and
embodies the entire Agreement of the parties with respect to the subject matter
covered hereby and supersedes all prior or contemporaneous oral or written
agreements, understandings, arrangements, negotiations or communications, among
the parties hereto.

11. Amendment. This Agreement shall not be modified or amended except by written
agreement of the parties hereto.

12. Choice of Law; Jurisdiction and Venue. This Agreement shall be governed by
and construed in accordance with the law of the State of Texas. The Parties
consent to the exclusive jurisdiction of the Texas courts. Venue for any action
brought hereunder shall be exclusively in the State of Texas, County of Harris.

13. Counterpart. This Agreement may be executed in any number of counterparts,
all of which shall be considered one and the same agreement.

14. Delay; Partial Exercise. No failure or delay by any party in exercising any
right, power or privilege under this Agreement shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.

15. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns. The Company shall have
the right to assign this Agreement to any of its respective subsidiaries,
parents or affiliates. The rights and obligations of Executive under this
Agreement are personal to him and no such right or obligation shall be subject
to voluntary or involuntary alienation, assignment, or transfer.

Mandatory Arbitration. DISPUTES REGARDING THE EXECUTIVE'S EMPLOYMENT BY THE
COMPANY, INCLUDING, WITHOUT LIMITATION, ANY DISPUTE UNDER THIS AGREEMENT WHICH
CANNOT BE RESOLVED BY NEGOTIATIONS BETWEEN THE COMPANY AND THE EXECUTIVE SHALL
BE SUBMITTED TO, AND SOLELY DETERMINED BY, FINAL AND BINDING ARBITRATION
CONDUCTED UNDER THE RULES OF ARBITRATION OF THE STATE OF TEXAS APPLICABLE TO
EMPLOYMENT DISPUTES, AND THE PARTIES AGREE TO BE BOUND BY THE FINAL AWARD OF THE
ARBITRATOR IN ANY SUCH PROCEEDING. THE ARBITRATOR SHALL APPLY THE LAWS OF THE
STATE OF TEXAS WITH RESPECT TO THE INTERPRETATION OR ENFORCEMENT OF ANY MATTER
RELATING TO THIS AGREEMENT. ARBITRATION SHALL BE HELD IN KOUSTON, HARRIS COUNTY.
TEXAS, AND SHALL BE CONDUCTED BY A QUALIFIED ARITRATOR APPOINTED UNDER THE LAWS
OF THE STATE OF TEXAS. JUDGMENT UPON THE AWARD BY THE ARBITRATOR MAY BE ENTERED
IN ANY COURT HAVING JURISDICTION THEREOF.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.

Witness



Witness

By:





EXHIBIT 14D - Employment Agreement for Todd Simmons
-------------------------------------------------------------------------------

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement") is entered into effective
as of February 19, 2004 between Simple Network Solutions, Inc., a Texas
corporation ("SNS" or the "Company"), and Todd Simmons (the "Executive").

         RECITALS

         WHEREAS, SNS, a Texas corporation is engaged in the business of
providing network security solutions (the "Business"); and

         WHEREAS, Executive possess substantial knowledge and experience with
respect to the Business; and

         WHEREAS, the Company desires to employ the Executive full-time to have
the benefits of his expertise and knowledge. The Executive, in turn, desires
employment with the Company. The parties, therefore, enter into this Agreement
to establish the terms and conditions of the Executive's employment with the
Company.

         In consideration of the mutual covenants and representations contained
in this Agreement, the Company and the Executive agree as follows:

1.       Employment of Executive; Duties. The Company agrees to employ the
Executive and  the  Executive  agrees  to  be  employed
         by  the  Company,  as President, for the period specified in Section
3 (the "Employment Period"), subject to the terms and
         conditions of this Agreement. During the Employment Period, the
Executive shall have such duties and responsibilities
         generally consistent with his position and such other duties not
inconsistent with his title and position and as may be
         assigned to him by the Company, which may include providing similar
services for each of the Company's subsidiaries, parents
         or affiliates. In connection therewith, Executive shall devote his
 full-time best efforts, experience and judgment to fully
         discharge his duties and responsibilities under this Employment
Agreement and as reasonably contemplated hereby, and shall
         act in conformity with the written and oral policies of the Company
and within the limits, budgets, business plans and
         instructions as set by the board of directors of the Company ("Board
of Directors").  Executive shall be subject to the
         authority of the Board of Directors and duly appointed officers.

2.       Place of Employment and Travel. Executive acknowledges that the
         Company's offices and headquarters are currently located in Houston,
         Texas and that shall be the initial site of Executives employment.

3.       Employment Period. The Employment Period shall begin on the date first
         written above and shall expire February 19, 2006, which may be extended
         upon the mutual agreement by the Company and the Executive.

4.       Base Salary. During the Employment Period, the Company shall pay the
         Executive an annual base salary of sixty thousand dollars (US$60,000).
         The base salary shall be payable in equal monthly installments, or in
         accordance with the Company's payroll policies. The base salary shall
         be subject to review annually by the Board of Directors, or a committee
         appointed by the Board of Directors, for adjustments based on the
         policies of the Company and the Executive's contributions to the
         Business. It is understood that the Executive may also be eligible for
         a commission, and or bonus, which will be at the discretion of the
         Board of Directors, or committee thereof.

5.       Benefits; Stock Award.

         5.1 Benefits. In addition to and except for the matters governed by
         this Agreement, the Executive shall be entitled to: (i) employee
         benefits and perquisites, including but not limited to pension plans,
         deferred compensation plans, stock options, annual bonus plans, long
         term incentive plans, group life insurance, disability, sickness and
         accident insurance and health benefits under such plans and programs as
         provided to other executives of the Company from time to time (to the
         extent that the Board of Directors, or a committee thereof, has adopted
         such benefits and perquisites; and (ii) paid vacation as well as
         holidays, leave of absence and leave for illness and temporary
         disability in accordance with the policies of the Company.

         5.2 Stock Award. Upon execution of this Agreement, the Executive shall
         be entitled to receive 1,000,000 shares of common stock, par value
         $.001 of Kahuna Network Security, Inc., the parent company of the
         Company.

6.       Non-Disclosure; Non-Competition. As a condition to the employment
         arrangement, Executive agrees to execute and comply with the terms and
         conditions of the "Employee Non-Disclosure, Non-Competition and
         Assignment of Inventions Agreement" attached hereto as Exhibit 1.

7.       Termination.

7.1.     Termination by the Company.

a.       The Company, by action of its Board of Directors, may terminate the
         Executive's employment under this Agreement without Cause (as defined
         in herein below) at any time by giving notice thereof to the Executive
         at least sixty (60) days before the effective date of such termination.

b.       The Company, by action of its Board of Directors, may terminate the
Executive's employment under this Agreement for Cause at
                           any time by notifying the Executive of such
termination. For all purposes of this Agreement, the Employment
                           Period shall end as of the date of such termination
 of employment notice. "Cause" means the Executive's:
                           (i) persistent and repeated refusal, failure or
 neglect to perform the material duties of his employment
                           under this Agreement (other than by reason of the
Executive's physical or mental illness or impairment),
                           provided that such Cause shall be deemed to occur
 only after the Company gave notice thereof to the
                           Executive specifying in reasonable detail the
conduct constituting Cause, and the Executive failed to cure
                           and correct his conduct within thirty (30) days
after such notice; (ii) committing any act of   fraud or
                           embezzlement, provided that such Cause shall be
deemed to occur only after the Company gave notice thereof
                           to the Executive specifying in reasonable detail
 the instances of such conduct, and the Executive had the
                           opportunity to be heard at a meeting of the Board
of Directors if requested within three business days from
                           the delivery of notice; (iii) breach of the
 Employee Non-Disclosure, Non-Competition and Assignment of
                           Inventions Agreement or of such other subsequent
agreements entered into during the Employment Period that
                           results in a detriment to the Company; (iv)
 conviction of a felony (including pleading guilty to a felony);
                           or (v) habitual abuse of alcohol or drugs as may be
 determined by the Board of Directors.

7.2.     Termination by the Executive. The Executive may terminate this
         Agreement at any time, for any reason or for no reason at all, by
         giving notice thereof to the Company at least thirty (30) days before
         the effective date of such termination. The Employment Period shall
         terminate as of the date of such termination of employment.

7.3.     Severance Benefits.

a.       If the Executive's employment under this Agreement is terminated for
         any reason, whether by the Company or by the Executive, the Executive
         shall be entitled to receive from the Company all salaries, wages and
         benefits earned through the date of termination.

b.       If the Executive is entitled to receive payments or other benefits
         under this Agreement upon the termination of his employment with the
         Company, the Executive hereby irrevocably waives the right to receive
         any payments or other benefits under any other severance or similar
         plan maintained by the Company.

7.4.     Termination by Death or Disability. This Agreement shall terminate
         automatically upon the Executive's death. If the Board of Directors
         determine in good faith that the Executive has a "total disability"
         (within the meaning of such term or of a similar term as defined in the
         Company's long-term disability plan as in effect from time to time),
         the Company may terminate his employment under this Agreement by
         notifying the Executive thereof at least thirty (30) days before the
         effective date of such termination.

8.       Representation by Executive. Executive represents and warrants to the
         Company that his employment hereunder will not conflict with or result
         in a violation or breach of, or constitute a default under any
         contract, agreement or understanding to which he is or was a party.

9.       Notices. Any notices, requests, demands and other communications
         provided for by this Agreement shall be sufficient if in writing and if
         sent by registered or certified mail to the Executive at the last
         address he has filed in writing with the Company or, in the case of the
         Company, to the Company's principal executive offices.

10.      Withholding Taxes. The Company shall have the right, but not the duty,
         to the extent permitted by law, to withhold from any payment of any
         kind due to the Executive under this Agreement to satisfy the tax
         withholding obligations of the Company under applicable law.

11.      Validity; Complete Agreement. The validity and enforceability of any
         provision hereof shall in no way affect the validity or enforceability
         of any other provision hereof. This Agreement sets forth the entire
         understanding and embodies the entire Agreement of the parties with
         respect to the subject matter covered hereby and supersedes all prior
         or contemporaneous oral or written agreements, understandings,
         arrangements, negotiations or communications, among the parties hereto.

12.      Amendment. This Agreement shall not be modified or amended except by
         written agreement of the parties hereto.

13.      Choice of Law; Jurisdiction and Venue. This Agreement shall be governed
         by and construed in accordance with the law of the State of Texas. The
         Parties consent to the exclusive jurisdiction of the Texas courts.
         Venue for any action brought hereunder shall be exclusively in the
         State of Texas, County of Harris.

14.      Counterpart. This Agreement may be executed in any number of
         counterparts, all of which shall be considered one and the same
         agreement.

15.      Delay; Partial Exercise. No failure or delay by any party in exercising
         any right, power or privilege under this Agreement shall operate as a
         waiver thereof; nor shall any single or partial exercise of any right,
         power or privilege hereunder preclude any other or further exercise
         thereof or the exercise of any other right, power or privilege.

16.      Successors and Assigns. This Agreement shall inure to the benefit of
         and be binding upon the Company and its successors and assigns. The
         Company shall have the right to assign this Agreement to any of its
         respective subsidiaries, parents or affiliates. The rights and
         obligations of Executive under this Agreement are personal to him and
         no such right or obligation shall be subject to voluntary or
         involuntary alienation, assignment, or transfer.

Mandatory Arbitration. DISPUTES REGARDING THE EXECUTIVE'S EMPLOYMENT BY THE
COMPANY, INCLUDING, WITHOUT LIMITATION, ANY DISPUTE UNDER THIS AGREEMENT WHICH
CANNOT BE RESOLVED BY NEGOTIATIONS BETWEEN THE COMPANY AND THE EXECUTIVE SHALL
BE SUBMITTED TO, AND SOLELY DETERMINED BY, FINAL AND BINDING ARBITRATION
CONDUCTED UNDER THE RULES OF ARBITRATION OF THE STATE OF TEXAS APPLICABLE TO
EMPLOYMENT DISPUTES, AND THE PARTIES AGREE TO BE BOUND BY THE FINAL AWARD OF THE
ARBITRATOR IN ANY SUCH PROCEEDING. THE ARBITRATOR SHALL APPLY THE LAWS OF THE
STATE OF TEXAS WITH RESPECT TO THE INTERPRETATION OR ENFORCEMENT OF ANY MATTER
RELATING TO THIS AGREEMENT. ARBITRATION SHALL BE HELD IN HOUSTON, HARRIS COUNTY.
TEXAS, AND SHALL BE CONDUCTED BY A QUALIFIED ARITRATOR APPOINTED UNDER THE LAWS
OF THE STATE OF TEXAS. JUDGMENT UPON THE AWARD BY THE ARBITRATOR MAY BE ENTERED
IN ANY COURT HAVING JURISDICTION THEREOF.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.


SIMPLE NETWORK SOLUTIONS, INC.                                EXECUTIVE




By:                                                           By:
   --------------------------------------------------            --------------
      Joe Grace, Chairman of the Board                              Todd Simmons






                                                                         48












EXHIBIT 14E - Employment Contract for Richard Owens
----------------------------------------------------------------------------

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement") is entered into effective
as of February 19, 2004 between Simple Network Solutions, Inc., a Texas
corporation ("SNS" or the "Company"), and Richard M. Owen (the "Executive").

         RECITALS

         WHEREAS, SNS, a Texas corporation is engaged in the business of
providing network security solutions (the "Business"); and

         WHEREAS, Executive possess substantial knowledge and experience with
respect to the Business; and

         WHEREAS, the Company desires to employ the Executive full-time to have
the benefits of his expertise and knowledge. The Executive, in turn, desires
employment with the Company. The parties, therefore, enter into this Agreement
to establish the terms and conditions of the Executive's employment with the
Company.

         In consideration of the mutual covenants and representations contained
in this Agreement, the Company and the Executive agree as follows:

17.      Employment of Executive; Duties. The Company agrees to employ the
Executive and  the  Executive  agrees  to  be  employed
         by  the  Company,  as Chief Executive Officer, for the period
specified in Section 3 (the "Employment Period"), subject to
         the terms and conditions of this Agreement. During the Employment
Period, the Executive shall have such duties and
         responsibilities generally consistent with his position and such
other duties not inconsistent with his title and position
         and as may be assigned to him by the Company, which may include
providing similar services for each of the Company's
         subsidiaries, parents or affiliates. In connection therewith,
Executive shall devote his full-time best efforts, experience
         and judgment to fully discharge his duties and responsibilities under
this Employment Agreement and as reasonably
         contemplated hereby, and shall act in conformity with the written and
 oral policies of the Company and within the limits,
         budgets, business plans and instructions as set by the board of
directors of the Company ("Board of Directors").  Executive
         shall be subject to the authority of the Board of Directors and duly
 appointed officers.

18.      Place of Employment and Travel. Executive acknowledges that the
         Company's offices and headquarters are currently located in Houston,
         Texas and that shall be the initial site of Executives employment.

19.      Employment Period. The Employment Period shall begin on the date first
         written above and shall expire February 19, 2006, which may be extended
         upon the mutual agreement by the Company and the Executive.





20.      Base Salary. During the Employment Period, the Company shall pay the
         Executive an annual base salary of fifty four thousand dollars
         (US$54,000). The base salary shall be payable in equal monthly
         installments, or in accordance with the Company's payroll policies. The
         base salary shall be subject to review annually by the Board of
         Directors, or a committee appointed by the Board of Directors, for
         adjustments based on the policies of the Company and the Executive's
         contributions to the Business. It is understood that the Executive may
         also be eligible for a commission, and or bonus, which will be at the
         discretion of the Board of Directors, or committee thereof.

21.      Benefits; Stock Award.

         5.1 Benefits. In addition to and except for the matters governed by
         this Agreement, the Executive shall be entitled to: (i) employee
         benefits and perquisites, including but not limited to pension plans,
         deferred compensation plans, stock options, annual bonus plans, long
         term incentive plans, group life insurance, disability, sickness and
         accident insurance and health benefits under such plans and programs as
         provided to other executives of the Company from time to time (to the
         extent that the Board of Directors, or a committee thereof, has adopted
         such benefits and perquisites; and (ii) paid vacation as well as
         holidays, leave of absence and leave for illness and temporary
         disability in accordance with the policies of the Company.

         5.2 Stock Award. Upon execution of this Agreement, the Executive shall
         be entitled to receive 2,000,000 shares of common stock, par value
         $.001 of Kahuna Network Security, Inc., the parent company of the
         Company.

22.      Non-Disclosure; Non-Competition. As a condition to the employment
         arrangement, Executive agrees to execute and comply with the terms and
         conditions of the "Employee Non-Disclosure, Non-Competition and
         Assignment of Inventions Agreement" attached hereto as Exhibit 1.

23.      Termination.

23.1.    Termination by the Company.

a.       The Company, by action of its Board of Directors, may terminate the
         Executive's employment under this Agreement without Cause (as defined
         in herein below) at any time by giving notice thereof to the Executive
         at least sixty (60) days before the effective date of such termination.

b.       The Company, by action of its Board of Directors, may terminate the
Executive's employment under this Agreement for Cause at
                           any time by notifying the Executive of such
termination. For all purposes of this Agreement, the Employment
                           Period shall end as of the date of such termination
 of employment notice. "Cause" means the Executive's:
                           (i) persistent and repeated refusal, failure or
neglect to perform the material duties of his employment
                           under this Agreement (other than by reason of the
Executive's physical or mental illness or impairment),
                           provided that such Cause shall be deemed to occur
only after the Company gave notice thereof to the
                           Executive specifying in reasonable detail the
conduct constituting Cause, and the Executive failed to cure
                           and correct his conduct within thirty (30) days
after such notice; (ii) committing any act of   fraud or
                           embezzlement, provided that such Cause shall be
deemed to occur only after the Company gave notice thereof
                           to the Executive specifying in reasonable detail
the instances of such conduct, and the Executive had the
                           opportunity to be heard at a meeting of the Board
of Directors if requested within three business days from
                           the delivery of notice; (iii) breach of the
 Employee Non-Disclosure, Non-Competition and Assignment of
                           Inventions Agreement or of such other subsequent
agreements entered into during the Employment Period that
                           results in a detriment to the Company; (iv)
conviction of a felony (including pleading guilty to a felony);
                           or (v) habitual abuse of alcohol or drugs as may
be determined by the Board of Directors.

23.2.    Termination by the Executive. The Executive may terminate this
         Agreement at any time, for any reason or for no reason at all, by
         giving notice thereof to the Company at least thirty (30) days before
         the effective date of such termination. The Employment Period shall
         terminate as of the date of such termination of employment.

23.3.    Severance Benefits.

a.       If the Executive's employment under this Agreement is terminated for
         any reason, whether by the Company or by the Executive, the Executive
         shall be entitled to receive from the Company all salaries, wages and
         benefits earned through the date of termination.

b.       If the Executive is entitled to receive payments or other benefits
         under this Agreement upon the termination of his employment with the
         Company, the Executive hereby irrevocably waives the right to receive
         any payments or other benefits under any other severance or similar
         plan maintained by the Company.

23.4.    Termination by Death or Disability. This Agreement shall terminate
         automatically upon the Executive's death. If the Board of Directors
         determine in good faith that the Executive has a "total disability"
         (within the meaning of such term or of a similar term as defined in the
         Company's long-term disability plan as in effect from time to time),
         the Company may terminate his employment under this Agreement by
         notifying the Executive thereof at least thirty (30) days before the
         effective date of such termination.

24.      Representation by Executive. Executive represents and warrants to the
         Company that his employment hereunder will not conflict with or result
         in a violation or breach of, or constitute a default under any
         contract, agreement or understanding to which he is or was a party.

25.      Notices. Any notices, requests, demands and other communications
         provided for by this Agreement shall be sufficient if in writing and if
         sent by registered or certified mail to the Executive at the last
         address he has filed in writing with the Company or, in the case of the
         Company, to the Company's principal executive offices.

26.      Withholding Taxes. The Company shall have the right, but not the duty,
         to the extent permitted by law, to withhold from any payment of any
         kind due to the Executive under this Agreement to satisfy the tax
         withholding obligations of the Company under applicable law.

27.      Validity; Complete Agreement. The validity and enforceability of any
         provision hereof shall in no way affect the validity or enforceability
         of any other provision hereof. This Agreement sets forth the entire
         understanding and embodies the entire Agreement of the parties with
         respect to the subject matter covered hereby and supersedes all prior
         or contemporaneous oral or written agreements, understandings,
         arrangements, negotiations or communications, among the parties hereto.

28.      Amendment. This Agreement shall not be modified or amended except by
         written agreement of the parties hereto.

29.      Choice of Law; Jurisdiction and Venue. This Agreement shall be governed
         by and construed in accordance with the law of the State of Texas. The
         Parties consent to the exclusive jurisdiction of the Texas courts.
         Venue for any action brought hereunder shall be exclusively in the
         State of Texas, County of Harris.

30.      Counterpart. This Agreement may be executed in any number of
         counterparts, all of which shall be considered one and the same
         agreement.

31.      Delay; Partial Exercise. No failure or delay by any party in exercising
         any right, power or privilege under this Agreement shall operate as a
         waiver thereof; nor shall any single or partial exercise of any right,
         power or privilege hereunder preclude any other or further exercise
         thereof or the exercise of any other right, power or privilege.

32.      Successors and Assigns. This Agreement shall inure to the benefit of
         and be binding upon the Company and its successors and assigns. The
         Company shall have the right to assign this Agreement to any of its
         respective subsidiaries, parents or affiliates. The rights and
         obligations of Executive under this Agreement are personal to him and
         no such right or obligation shall be subject to voluntary or
         involuntary alienation, assignment, or transfer.

Mandatory Arbitration. DISPUTES REGARDING THE EXECUTIVE'S EMPLOYMENT BY THE
COMPANY, INCLUDING, WITHOUT LIMITATION, ANY DISPUTE UNDER THIS AGREEMENT WHICH
CANNOT BE RESOLVED BY NEGOTIATIONS BETWEEN THE COMPANY AND THE EXECUTIVE SHALL
BE SUBMITTED TO, AND SOLELY DETERMINED BY, FINAL AND BINDING ARBITRATION
CONDUCTED UNDER THE RULES OF ARBITRATION OF THE STATE OF TEXAS APPLICABLE TO
EMPLOYMENT DISPUTES, AND THE PARTIES AGREE TO BE BOUND BY THE FINAL AWARD OF THE
ARBITRATOR IN ANY SUCH PROCEEDING. THE ARBITRATOR SHALL APPLY THE LAWS OF THE
STATE OF TEXAS WITH RESPECT TO THE INTERPRETATION OR ENFORCEMENT OF ANY MATTER
RELATING TO THIS AGREEMENT. ARBITRATION SHALL BE HELD IN HOUSTON, HARRIS COUNTY.
TEXAS, AND SHALL BE CONDUCTED BY A QUALIFIED ARITRATOR APPOINTED UNDER THE LAWS
OF THE STATE OF TEXAS. JUDGMENT UPON THE AWARD BY THE ARBITRATOR MAY BE ENTERED
IN ANY COURT HAVING JURISDICTION THEREOF.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.


SIMPLE NETWORK SOLUTIONS, INC.                                EXECUTIVE



By:                                                           By:
   --------------------------------------------------            -------------
      Joe Grace, Chairman of the Board                          Richard M. Owen







EXHIBIT 14F - Exchange Agreement - Kahuna and SNS
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                                                                      61
                          SECURITIES EXCHANGE AGREEMENT

         This SECURITIES EXCHANGE AGREEMENT ("Agreement") dated as of February
19, 2004, is by and between KAHUNA NETWORK SECURITY, INC., a Nevada corporation
("Kahuna"), SIMPLE NETWORK SOLUTIONS, INC., a Texas corporation ("SNS"), and
TODD SIMMONS, the sole shareholder of SNS (the "Shareholder").


                              W I T N E S S E T H:

       WHEREAS, as of February 19, 2004, there are 100 outstanding shares of the
common stock, par value $1.00 of SNS (the "SNS Stock"), all of which are owned
by the Shareholder;

       WHEREAS, Kahuna proposes to acquire all of the outstanding shares of SNS
in exchange for the issuance of an aggregate of 1,000,000 shares of Kahuna
common stock ("Kahuna Stock");

       WHEREAS, Kahuna has agreed to issue shares to Todd Simmons and to Richard
M. Owen upon execution of employment agreements with SNS; and

         WHEREAS, the Board of Directors of Kahuna and SNS and the Shareholder
have duly approved the reorganization pursuant to the terms of this Agreement.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants, agreements, representations and warranties contained herein,
the parties hereto agree as follows:


                                    ARTICLE 1
         ISSUANCE AND EXCHANGE OF SHARES

         1.1 Issuance and Exchange. At the Closing (defined below) to be held in
accordance with the provisions of Article 2 below and subject to the terms and
agreements set forth herein, Kahuna shall issue to the Shareholder, the number
of authorized and newly issued shares of Kahuna Stock determined as provided in
Section 1.2 below, and subject to Section 8.2 hereof. In consideration for the
shares of Kahuna Stock to be exchanged, the Shareholder shall deliver to Kahuna
certificates evidencing his shares of SNS, together with duly executed stock
powers to effectuate the transfer.

         1.2 Exchange Ratio. At the Closing, Kahuna shall exchange ten thousand
(10,000) shares of Kahuna Stock for each share of SNS Stock as full
consideration for the SNS Stock, provided however, than in no event shall Kahuna
be required to issue in excess of 1,000,000 shares of in exchange therefore.






                                    ARTICLE 2
         CLOSING

         2.1 Closing. The consummation of the exchange by Kahuna, SNS and the
Shareholder (the "Closing") shall occur at the offices of Brewer and Pritchard,
P.C., Three Riverway, Suite 1800, Houston, Texas 77056, at 4:00 p.m. on February
19, 2004. All costs and expenses associated with consummation of the
transactions contemplated by this Agreement incurred by Kahuna shall be the sole
responsibility of Kahuna, while all expenses incurred by the Shareholder and SNS
shall be the sole responsibility of SNS.

         2.2 Deliveries by Kahuna. Kahuna shall deliver, or cause to be
delivered to the Shareholder as soon after the Closing and no later than ten
(10) business days thereafter, certificates for the shares of Kahuna Stock being
exchanged, in form and substance reasonably satisfactory to the Shareholder.

         2.3 Deliveries by Shareholder. The Shareholder shall deliver to Kahuna
at the Closing, a certificate evidencing the ownership of the Shareholder, duly
endorsed for transfer to Kahuna; and the certificates and resolutions specified
in Article 6 below.


                                    ARTICLE 3
                         REPRESENTATIONS OF SHAREHOLDER

         Shareholder hereby represents and warrants as follows (it being
acknowledged that Kahuna is entering into this Agreement in material reliance
upon each of the following representations and warranties, and that the truth
and accuracy of each, as evidenced by their signature set forth on the signature
page, constitutes a condition precedent to the obligations of Kahuna hereunder):

         3.1 Ownership of Stock. Shareholder is the lawful owner of 100 shares
of SNS Stock, which represents 100% of the issued and outstanding capital stock
of SNS. Shareholder shall transfer his SNS Stock to Kahuna free and clear of all
preemptive or similar rights, liens, encumbrances, restrictions and claims of
every kind and the delivery to Kahuna of the SNS Stock pursuant to the
provisions of this Agreement will transfer to Kahuna valid title thereto, free
and clear of all liens, encumbrances, restrictions and claims of every kind. To
the knowledge of the Shareholder, the SNS Stock to be exchanged herein has been
duly authorized and validly issued and is fully paid and non-assessable.

         3.2 Authority to Execute and Perform Agreement; No Breach. Shareholder
has the full legal right and power and all authority and approval required to
enter into, execute and deliver this Agreement, and to sell, assign, transfer
and convey the SNS Stock and to perform fully their respective obligations
hereunder. This Agreement has been duly executed and delivered by the
Shareholder and, assuming due execution and delivery by, and enforceability
against, Kahuna, constitutes the valid and binding obligation of the Shareholder
enforceable in accordance with its terms, subject to the qualifications that
enforcement of the rights and remedies created hereby is subject to (i)
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors, and (ii) general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law). No approval or consent of, or filing with, any
governmental or regulatory body, and no approval or consent of, or filing with,
any other person is required to be obtained by the Shareholder or in connection
with the execution and delivery by the Shareholder of this Agreement and
consummation and performance by them of the transactions contemplated hereby.

         The execution, delivery and performance of this Agreement (including
but not limited to the employment agreement incorporated by reference pursuant
to Section 6 hereto) by the Shareholder and the consummation of the transactions
contemplated hereby in accordance with the terms and conditions hereof, the
Shareholder will not:

         (a)      violate, conflict with or result in the breach of any of the
                  terms of, or constitute (or with notice or lapse of time or
                  both would constitute) a default under, any contract, lease,
                  agreement or other instrument or obligation to which a
                  Shareholder is a party or by or to which any of the properties
                  and assets of the Shareholder may be bound or subject;

         (b)      violate any order, judgment, injunction, award or decree of
                  any court, arbitrator, governmental or regulatory body, by
                  which a Shareholder or the securities, assets, properties or
                  business of any of him is bound; or

         (c)      violate any statute, law or regulation to which Shareholder is
                  subject.

         3.3      Securities Matters.  The Shareholder hereby represents,
   warrants and covenants to Kahuna, as follows:

         (a)      He has been advised that the Kahuna Stock has not been
                  registered under the Securities Act of 1933, as amended (the
                  "Securities Act"), or any state securities act in reliance on
                  exemptions therefrom.

         (b)      The Kahuna Stock is being acquired solely for his own account,
                  for investment and is not being acquired with a view to or for
                  the resale, distribution, subdivision or fractionalization
                  thereof, he has no present plans to enter into any such
                  contract, undertaking, agreement or arrangement and the
                  Shareholder further understands that the Kahuna Stock, may
                  only be resold pursuant to a registration statement under the
                  Securities Act, or pursuant to some other available exemption.

         (c)      He acknowledges, in connection with the exchange of the Kahuna
                  Stock, that no representation has been made by representatives
                  of Kahuna regarding its business, assets or prospects other
                  than that set forth herein and that it is relying upon the
                  information set forth in the filings made by Kahuna pursuant
                  to Section 13 of the Securities Exchange Act of 1934, as
                  amended and such other representations and warranties as set
                  forth in this Agreement.

         (d)      He agrees that the certificate or certificates representing
                  the Kahuna Stock will be inscribed with substantially the
                  following legend:

"The     securities represented by this certificate have not been registered
         under the Securities Act of 1933. The securities have been acquired for
         investment and may not be sold, transferred or assigned in the absence
         of an effective registration statement for these securities under the
         Securities Act of 1933 or an opinion of the Company's counsel that
         registration is not required under said Act."

                                    ARTICLE 4
                             REPRESENTATIONS OF SNS

         SNS hereby represents and warrants to Kahuna as follows (it being
acknowledged that Kahuna is entering into this Agreement in material reliance
upon each of the following representations and warranties, and that the truth
and accuracy of each, as evidenced by the execution of this Agreement by a duly
authorized officer of SNS, constitutes a condition precedent to the obligations
of Kahuna hereunder) and that such representations and warranties shall survive
this Agreement for a period of one year hereafter.

         4.1 Existence and Good Standing. SNS is a corporation duly organized,
validly existing and in good standing under the laws of Texas. SNS has no
subsidiaries. SNS has the power to own or lease their respective properties and
assets and to carry on their businesses as now being conducted. SNS is duly
qualified to do business and is in good standing in the State of Texas, which is
the only jurisdiction in which the character or location of the properties owned
or leased by SNS or the nature of the business conducted by SNS makes such
qualification necessary.

         4.2 Capitalization. SNS currently has outstanding 100 shares of common
stock and no shares of preferred stock. All such outstanding shares have been
duly authorized and validly issued and are fully paid and nonassessable. There
are no outstanding options, warrants, rights, calls, commitments, conversion
rights, rights of exchange, plans or other agreements, commitments or
arrangements of any character providing for the purchase, subscription, issuance
or sale of any shares of capital stock of SNS, other than the exchange of the
SNS Stock as contemplated by this Agreement.

         4.3 Financial Statements and No Material Changes. Annexed hereto as
Schedule 4.3(a) are the unaudited balance sheets, income statements and
statements of cash flows of SNS as of December 31, 2003 (the "SNS Financial
Statements").

         The SNS Financial Statements were carefully prepared from the books and
records of SNS, present fairly the financial position, assets and liabilities of
SNS and the results of its operations, for the respective periods indicated and
reflect all necessary accruals, on a cash basis.

         Except as disclosed in Schedule 4.3(b), since December 31, 2003 there
has been (a) no material adverse change in the assets or liabilities, or in the
business or condition, financial or otherwise, or in the results of operations
or prospects, of SNS and (b) no material adverse change in the assets or
liabilities, or in the business or condition, financial or otherwise, or in the
results of operations or prospects, of SNS and to the best knowledge,
information and belief of SNS, no fact or condition exists or is contemplated or
threatened which might cause such a change in the future.

         4.4 Books and Records. The minute books of SNS, all the contents of
which have been previously made available to Kahuna and their representatives,
contain accurate records of all meetings of, and action taken by (including
action taken by written consent) the Shareholder and the Board of Directors of
SNS. Except as set forth on Schedule 4.4 attached hereto, SNS does not have any
of its respective records, systems, controls, data or information recorded,
stored, maintained, operated or otherwise wholly or partly dependent upon or
held by any means (including any electronic, mechanical or photographic process,
whether computerized or not) which (including all means of access thereto and
therefrom) are not under the exclusive ownership and direct control of SNS.

         4.5      Title to Properties; Encumbrances.

         (a)      Except as set forth on Schedule 4.5 attached hereto, SNS has
                  good, valid and marketable title to (a) all of its properties
                  and assets (real and personal, tangible and intangible),
                  including, without limitation, all of the properties and
                  assets reflected in the balance sheet included as part of the
                  SNS Financial Statements, except as indicated in the Schedules
                  hereto; and (b) all of the properties and assets purchased by
                  SNS since December 31, 2003 all of which purchases as of a
                  date not more than two days prior to the date of this
                  Agreement, have been set forth on Schedule 4.5 attached
                  hereto; in each case subject to no encumbrance, lien, charge
                  or other restriction of any kind or character.

         (b)      The rights, properties and other assets presently owned,
                  leased or licensed, by SNS reflected on the balance sheet
                  included in the SNS Financial Statements or acquired since
                  December 31, 2002 include all rights, properties and other
                  assets necessary to permit SNS to conduct its business in the
                  same manner as its business has heretofore been conducted. All
                  such properties and assets owned or leased by SNS are in
                  satisfactory condition and repair, other than ordinary wear
                  and tear.

         4.6      Leases.  SNS does not maintain any leases for real or
       personal property.

         4.7      Material Contracts.  Except as set forth on Schedule 4.7
       attached hereto, SNS is not bound by:

         (a)      any agreement, contract or commitment relating to the
                  employment of any person by SNS, or any bonus, deferred
                  compensation, pension, profit sharing, employee option,
                  employee stock purchase, retirement or other employee benefit
                  plan;

         (b)      any agreement, indenture or other instrument which contains
                  restrictions with respect to payment of dividends or any other
                  distribution in respect of its shares;

         (c)      any loan or advance to, or investment in, any individual,
                  partnership, joint venture, corporation, trust, unincorporated
                  organization, government or other entity (each a "Person") or
                  any agreement, contract or commitment relating to the making
                  of any such loan, advance or investment;

         (d)      any guarantee or other contingent liability in respect of any
                  indebtedness or obligation of any Person (other than the
                  endorsement of negotiable instruments for collection in the
                  ordinary course of business);

         (e)      any management service, consulting or any other similar type
                  contract;

         (f)      any agreement, contract or commitment limiting the freedom of
                  SNS to engage in any line of business or to compete with any
                  Person;

         (g)      any agreement, contract or commitment not entered into in the
                  ordinary course of business which involves $10,000 or more and
                  is not cancelable without penalty or premium within 30 days;
                  or

         (h)      any agreement, contract or commitment which might reasonably
                  be expected to have a potential adverse impact on the business
                  or operations of SNS; or

         (i)      any agreement, contract or commitment not reflected in the SNS
                  Financial Statement under which SNS is obligated to make cash
                  payments of, or deliver products or render services with a
                  value greater than $5,000 individually or $10,000 in the
                  aggregate, or receive cash payments of, or receive products or
                  services with a value greater than $20,000 individually or
                  $30,000 in the aggregate, and any other agreement, contract or
                  commitment which is material to the conduct of the business of
                  SNS.

         Each contract or agreement set forth on Schedule 4.7 is in full force
and effect and there exists no default or event of default or event, occurrence,
condition or act (including the consummation of the transactions contemplated
hereby) which, with the giving of notice, the lapse of time or the happening of
any other event or condition, would become a default or event of default
thereunder. SNS has not violated any of the terms or conditions of any contract
or agreement set forth on Schedule 4.7 in any material respect, and, to the best
knowledge, information and belief of SNS, all of the covenants to be performed
by any other party thereto have been fully performed. Except as set forth on
Schedule 4.7, the consummation of the transactions contemplated hereby does not
constitute an event of default (or an event, which with notice or the lapse of
time or both would constitute a default) under any such contract or agreement.

         4.8 Restrictive Documents. Except as set forth on Schedule 4.8 attached
hereto, neither SNS nor the Shareholder is subject to, or a party to, any
charter, by-law, mortgage, lien, lease, license, permit, agreement, contract,
instrument, law, rule, ordinance, regulation, order, judgment or decree, or any
other restriction of any kind or character, which could materially adversely
affect the business practices, operations or condition of SNS or any of its
assets or property ("SNS's Property"), or which would prevent consummation of
the transactions contemplated by this Agreement, compliance by the Shareholder
with the terms, conditions and provisions hereof or the continued operation of
"SNS's Business" after the date hereof or the Closing on substantially the same
basis as heretofore operated or which would restrict the ability of SNS to
conduct business in any area.

         4.9 Litigation. Except as set forth on Schedule 4.9 attached hereto,
there is no action, suit, proceeding at law or in equity, arbitration or
administrative or other proceeding by or before (or to the best knowledge,
information and belief of SNS any investigation by) any governmental or other
instrumentality or agency, pending, or, to the best knowledge, information and
belief of SNS, threatened, against or affecting SNS, or any of their respective
properties or rights, or against the Shareholder. There are no outstanding
orders, judgments, injunctions, awards or decrees of any court, governmental or
regulatory body or arbitration tribunal by which either the Shareholder or SNS,
or any officer, director or employee of SNS, or the securities, assets,
properties or business of any of them is bound.

         4.10 Taxes. Except as set forth on Schedule 4.10, SNS has filed or
caused to be filed, within the times and within the manner prescribed by law,
all federal, state, local and foreign tax returns and tax reports which are
required to be filed by, or with respect to SNS. Such returns and reports
reflect accurately all liability for taxes of SNS for the periods covered
thereby. Except as set forth on Schedule 4.10, all federal, state, local and
foreign income, profits, franchise, employment, sales, use, occupancy, excise
and other taxes and assessments, stock and transfer taxes (including interest
and penalties) payable by, or due from SNS, have been fully paid and fully
provided for in the books and SNS Financial Statements. No examination of any
tax return of SNS is currently in progress. There are no outstanding agreements
or waivers extending the statutory period of limitation applicable to any tax
return of SNS. Schedule 4.10 attached hereto lists all tax sharing contracts,
agreements or arrangements to which SNS is a party and all such contracts,
agreements and arrangements have been terminated prior to the Closing with no
liability or obligation to SNS.

         4.11 Liabilities. Except as set forth on Schedule 4.11, SNS has no
outstanding claims, liabilities or indebtedness, contingent or otherwise, which
are not properly reflected in the SNS Financial Statements in a manner
consistently with past practice, other than liabilities incurred subsequent to
December 31, 2003 in the ordinary course of business not exceeding $5,000
individually or $10,000 in the aggregate. Neither SNS is in default in respect
of the terms or conditions of any indebtedness, except where such default would
not have a material adverse effect on the business assets or prospects of SNS.

         4.12     Insurance.  SNS does not maintain any insurance policies with
 respect to its business, properties or employees.

         4.13 Compliance with Laws. To the knowledge of SNS, the Shareholder,
any officer, director or employee of SNS is in violation of any applicable
order, judgment, injunction, award or decree, related to, arising out of or
affecting SNS's Business or properties, the violation of which would have a
material adverse effect on the business assets or prospects of SNS. To the
knowledge of SNS, any officer, director or employee of either SNS is in
violation of any federal, state, local or foreign law, ordinance, regulation or
any other requirement of any governmental or regulatory body, court or
arbitrator (including, without limitation, laws relating to the environment and
OSHA and the Americans with Disabilities Act).

         4.14 Employment Relations. SNS is in compliance with all federal, state
or other applicable laws, domestic or foreign, respecting employment and
employment practices, terms and conditions of employment and wages and hours,
and has not and is not engaged in any unfair labor practice.;

         4.15 No Changes Since the December 31, 2003 Balance Sheet Date. Except
as disclosed in Schedule 4.15, since the December 31, 2003 Balance Sheet, SNS
has not on a consolidated basis:

         (a)      incurred any liability or obligation of any nature (whether
                  accrued, absolute, contingent or otherwise), except
                  liabilities and obligations in the ordinary course of business
                  and consistent with past practice, resulting in an increase
                  for the liabilities shown on the December 31, 2003 Balance
                  Sheet of more than $10,000 in the aggregate;

         (b)      permitted any of its material assets to be subjected to any
                  mortgage, pledge, lien, security interest, encumbrance,
                  restriction or charge of any kind;

         (c)      sold, transferred or otherwise disposed of any material assets
                  except inventory sold in the ordinary course of business and
                  consistent with past practice;

         (d)      made any single capital expenditure or commitment therefor, in
                  excess of $5,000 or made aggregate capital expenditures and
                  commitments therefor in excess of $10,000;

         (e)      declared or paid any dividend or made any distribution on any
                  shares, or redeemed, purchased or otherwise acquired any
                  shares or any option, warrant or other right to purchase or
                  acquire any such shares;

         (f)      made any bonus or profit sharing distribution or payment of
                  any kind;

         (g)      increased its indebtedness for borrowed money, or made any
                  loan to any Person;

         (h)      written off as uncollectible any notes or accounts receivable,
                  except immaterial write-downs or write-offs in the ordinary
                  course of business and consistent with past practice which do
                  not exceed $10,000 in the aggregate charged to applicable
                  reserves, and none of which individually or in the aggregate
                  is material to SNS on a consolidated basis;

         (i)      granted any increase in the rate of wages, salaries, bonuses
                  or other remuneration or benefits of any executive employee or
                  other employees or consultants;

         (j)      canceled or waived any claims or rights of substantial value;

         (k)      made any change in any method of accounting or auditing
                  practice;

         (l)      otherwise conducted its business or entered into any
                  transaction, except in the usual and ordinary manner and in
                  the ordinary course of business and consistent with past
                  practices;

         (m)      paid, discharged or satisfied any claims, liabilities or
                  obligations (absolute, accrued, contingent or otherwise) other
                  than the payment, discharge or satisfaction in the ordinary
                  course of business and consistent with past practice of
                  liabilities and obligations reflected and reserved against in
                  SNS's December 31, 2003 Balance Sheet or incurred in the
                  ordinary course of business and consistent with past practice
                  since the December 31, 2003 Balance Sheet;

         (n)      paid, loaned or advanced any amount to, or sold, transferred
                  or leased any properties or assets (real, personal or mixed,
                  tangible or intangible to, or entered into any agreement or
                  arrangement of any kind with, any of its officers, directors
                  or shareholders or any affiliate or associate of its officers,
                  directors or shareholders, except compensation to officers at
                  rates not exceeding the rate of compensation in effect as of
                  the December 31, 2003 Balance Sheet Date;

         (o)      suffered any material adverse changes in its working capital,
                  financial condition, assets, liabilities (absolute, accrued,
                  contingent or otherwise), reserves, business operations or
                  prospects; or

         (p)      agreed, whether or not in writing, to do any of the foregoing.

         4.17 Disclosure. To the best of SNS's knowledge and belief, neither
this Agreement, nor the SNS Financial Statements referred to in Section 4.3
hereof, any Schedule, exhibit or certificate attached hereto or delivered in
accordance with the terms hereof or any document or statement in writing which
has been supplied by or on behalf of the Shareholder or by or on behalf of any
of SNS's directors or officers in connection with the transactions contemplated
by this Agreement contains any untrue statement of a material fact, or omits any
statement of a material fact necessary in order to make the statements contained
herein or therein not misleading. There is no fact known to the SNS which could
materially and adversely affect the business, prospects or financial condition
of SNS or its respective properties or assets, which has not been set forth in
this Agreement, the SNS Financial Statements referred to in Section 4.3 hereof
(including the footnotes thereto), any Schedule, exhibit or certificate attached
hereto or delivered in accordance with the terms hereof or any document or
statement in writing which has been supplied by or on behalf of the Shareholder
or by or on behalf of any of SNS's directors or officers in connection with the
transactions contemplated by this Agreement.

         4.18 Broker's or Finder's Fees. No agent, broker, person or firm acting
on behalf of the Shareholder or SNS is, or will be, entitled to any commission
or broker's or finder's fees from any of the parties hereto, or from any Person
controlling, controlled by or under common control with any of the parties
hereto, in connection with any of the transactions contemplated by this
Agreement.

         4.23 Copies of Documents. The Shareholder has caused to be made
available for inspection and copying by Kahuna and its advisers, true, complete
and correct copies of all documents referred to in this Article 4 or in any
Schedule attached hereto.


                                    ARTICLE 5
         REPRESENTATIONS OF KAHUNA

         Kahuna hereby represents and warrants to SNS and the Shareholder as
follows (it being acknowledged that SNS and the Shareholder are entering into
this Agreement in material reliance upon each of the following representations
and warranties, and that the truth and accuracy of each, as evidenced by the
execution of this Agreement by a duly authorized officer of Kahuna, constitutes
a condition precedent to the obligations of SNS and the Shareholder hereunder)
and that such representations and warranties shall survive this Agreement for a
period of one year hereafter.

         5.1 Existence and Good Standing. Kahuna is a corporation duly
organized, validly existing and in good standing under the laws of Nevada.
Kahuna has the power to own or lease its properties and assets and to carry on
its business as now being conducted. Kahuna is not qualified to do business in
any foreign jurisdiction.

         5.2 Capitalization. Kahuna currently has outstanding 29,942,807 shares
of common stock and no shares of preferred stock. All such outstanding shares
have been duly authorized and validly issued and are fully paid and
nonassessable. Except as set forth on Schedule 5.2, there are no outstanding
options, warrants, rights, calls, commitments, conversion rights, rights of
exchange, plans or other agreements, commitments or arrangements of any
character providing for the purchase, subscription, issuance or sale of any
shares of capital stock of Kahuna, other than the exchange of the Kahuna Stock
as contemplated by this Agreement.

         5.3 Financial Statements and No Material Changes. Kahuna has made
available to the Shareholder and SNS, its audited balance sheets, statement of
expense and statements of cash flows as of December 31, 2002, and the unaudited
balance sheets, statements of expense and statement of cash flows as of March
31, June 30, and September 30, 2003 (the "Kahuna Financial Statements"). The
Kahuna Financial Statements were carefully prepared from the books and records
of Kahuna, and contain the footnotes which are required in audited financial
statements, present fairly the financial position, assets and liabilities of
Kahuna and the results of its operations, for the respective periods indicated
and reflect all necessary accruals, all in conformity with generally accepted
accounting principles ("GAAP") applied on a consistent basis. The Kahuna
Financial Statements contain all adjustments (consisting of only normal
recurring accruals) required to be made by GAAP, subject to normal year-end
adjustments. Except as set forth on Schedule 5.3, since September 30, 2003,
there have been (a) no material adverse changes in the assets or liabilities, or
in the business or condition, financial or otherwise, or in the results of
operations or prospects, of Kahuna whether as a result of any legislative or
regulatory change, revocation of any license or rights to do business, fire,
explosion, accident, casualty, labor trouble, flood, drought, riot, storm,
condemnation or act of God or other public force or otherwise and (b) no
material adverse changes in the assets or liabilities, or in the business or
condition, financial or otherwise, or in the results of operations or prospects,
of Kahuna and to the best knowledge, information and belief of Kahuna, no fact
or condition exists or is contemplated or threatened which might cause such a
change in the future.

         5.4 Books and Records. The minute books of Kahuna, all the contents of
which have been previously made available to SNS and its representatives,
contain accurate records of all meetings of, and action taken by (including
action taken by written consent) the shareholders and its Board of Directors.
Kahuna does not have any of its respective records, systems, controls, data or
information recorded, stored, maintained, operated or otherwise wholly or partly
dependent upon or held by any means (including any electronic, mechanical or
photographic process, whether computerized or not) which (including all means of
access thereto and therefrom) are not under the exclusive ownership and direct
control of Kahuna.

         5.5 Disclosure. To the best of Kahuna's knowledge and belief, neither
this Agreement, nor the Kahuna Financial Statements referred to in Section 5.3
hereof, any Schedule, exhibit or certificate attached hereto or delivered in
accordance with the terms hereof or any document or statement in writing which
has been supplied by or on behalf of Kahuna or by or on behalf of any of
Kahuna's directors or officers in connection with the transactions contemplated
by this Agreement contains any untrue statement of a material fact, or omits any
statement of a material fact necessary in order to make the statements contained
herein or therein not misleading. There is no fact known to Kahuna which could
materially and adversely affect the business, prospects or financial condition
of Kahuna or its properties or assets, which has not been set forth in this
Agreement, the Kahuna Financial Statements referred to in Section 5.3 hereof
(including the footnotes thereto), any Schedule, exhibit or certificate attached
hereto or delivered in accordance with the terms hereof or any document or
statement in writing which has been supplied by or on behalf of the Shareholder
or by or on behalf of any of Kahuna's directors or officers in connection with
the transactions contemplated by this Agreement.





         5.6 Broker's or Finder's Fees. No agent, broker, person or firm acting
on behalf of the Kahuna is, or will be, entitled to any commission or broker's
or finder's fees from any of the parties hereto, or from any Person controlling,
controlled by or under common control with any of the parties hereto, in
connection with any of the transactions contemplated by this Agreement.

         5.7 Approval of the Agreement. The Board of Directors of Kahuna have
authorized the execution and delivery of this Agreement and has approved the
transactions contemplated hereby. The approval of the shareholders of Kahuna
shall not be required to approve, authorize, or enter into the Agreement or the
transaction contemplated hereby.

         5.8 Validity of Kahuna Stock. The 1,000,000 shares of Kahuna Stock to
be issued to the Shareholder in exchange for the SNS Stock, when issued shall
have been duly authorized and validly issued and fully paid and nonassessable.


                                    ARTICLE 6
                         CONDITIONS TO KAHUNA'S OBLIGATIONS

         The exchange of the SNS Shares by Kahuna at the Closing is conditioned
upon satisfaction, on, prior to or after such date as may be applicable, of the
following conditions:

         6.1 Good Standing and Other Certificates. SNS shall deliver to Kahuna
at Closing, a Secretary's certificate, which shall be attached hereto as Exhibit
6.1, with the following attached as exhibits:

         (a)      copies of certificates of incorporation, all amendments
                  thereto, in each case certified by the Secretary of State or
                  other appropriate official of its jurisdiction of
                  incorporation or organization;

         (b)      a certificate from the Secretary of State or other appropriate
                  official of their respective jurisdictions of incorporation to
                  the effect that SNS is in good standing or subsisting in such
                  jurisdiction and listing all charter documents including all
                  amendments thereto, on file;

         (c)      a copy of the bylaws of SNS, certified by its Secretary as
                  being true and correct and in effect on the Closing.

         (d)      a resolution of SNS's Board of Directors approving the
                  transactions contemplated hereby and authorizing the President
                  and Secretary of each entity to execute this Agreement.

         6.2      Officer  Certificate.  SNS shall deliver a certificate of its
 President at Closing,  attached  hereto as Exhibit 6.2,
stating the following:

         (a)      No Material Adverse Change. Prior to Closing, there shall be
                  no material adverse change in the assets or liabilities, the
                  business or condition, financial or otherwise, the results of
                  operations, or prospects of SNS, whether as a result of any
                  legislative or regulatory change, revocation of any license or
                  rights to do business, fire, explosion, accident, casualty,
                  labor trouble, flood, drought, riot, storm, condemnation or
                  act of God or other public force or otherwise.

         (b)      Truth of Representations and Warranties. The representations
                  and warranties of SNS contained in this Agreement or in any
                  Schedule attached hereto shall be true and correct on and as
                  of the Closing with the same effect as though such
                  representations and warranties had been made on and as of such
                  date.

         (c)      Performance of Agreements. All of the agreements of SNS to be
                  performed on or before the Closing pursuant to the terms
                  hereof shall have been duly performed.

         (d)      No Litigation Threatened. No action or proceedings shall have
                  been instituted or threatened before a court or other
                  government body or by any public authority to restrain or
                  prohibit any of the transactions contemplated hereby.

         6.3 Governmental Approvals. All governmental and other consents and
approvals, if any, necessary to permit the consummation of the transactions
contemplated by this Agreement shall have been received.

         6.4 Proceedings. All proceedings to be taken in connection with the
transactions contemplated by this Agreement and all documents incident thereto
shall be satisfactory in form and substance to Kahuna and their counsel, and
Kahuna shall have received copies of all such documents and other evidences as
they or their counsel may reasonably request in order to establish the
consummation of such transactions and the taking of all proceedings in
connection therewith.

         6.5 Audited Financial Statements. Within sixty days of the Closing, SNS
and the Shareholder complete and delivery to Kahuna (i) SNS's consolidated
financial statements prepared in accordance with GAAP and the rules and
regulations of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
and (ii) an unqualified auditors report for the period ended December 31, 2003
(the "SNS Audited Financial Statements").

         6.6 Employment Agreements. At Closing, SNS shall have entered into
employment agreements with Todd Simmons and Richard M. Owen, in the form as
attached hereto as Exhibit 6.6(a) and Exhibit 6.6(b), respectively.


                                    ARTICLE 7
                        CONDITIONS TO THE OBLIGATIONS OF
                             THE SHAREHOLDER AND SNS

         The obligations of the Shareholder and SNS at Closing Date are
conditioned upon satisfaction, on or prior to such date, of the following
conditions:

         7.1 Secretary's Certificate. Kahuna shall have delivered to the
Shareholder, a Secretary's certificate, attached hereto as Exhibit 7.1, with the
following attached as exhibits:

         (a)      copies of the Articles of Incorporation, including all
                  amendments thereto, of Kahuna;

         (b)      copies of resolutions of the Board of Directors of Kahuna
                  approving this Agreement; and

         (c)      certificates from the Secretary of State of the State of
                  Nevada to the effect that Kahuna is in good standing in such
                  State.

         7.2 Truth of Representations and Warranties. The representations and
warranties of Kahuna contained in this Agreement shall be true and correct on
and as of the Closing with the same effect as though such representations and
warranties had been made on and as of such date, and Kahuna shall have delivered
to SNS a certificate, dated as of the Closing, to such effect.


                                    ARTICLE 8
         SURVIVAL OF REPRESENTATIONS; REMEDIES

         8.1 Survival of Covenants and Agreements. The respective
representations, warranties, covenants and agreements of the Shareholder, SNS
and Kahuna contained in this Agreement, or any Schedule attached hereto or any
agreement or document delivered pursuant to this Agreement shall survive for a
period of twelve months from the consummation of the transactions contemplated
hereby; provided, however, that the representations, warranties and agreements
made with regard to taxes and ERISA matters shall survive until the applicable
statutes of limitations have expired; and provided further, however, that with
respect to any covenant, term or provision to be performed hereunder or in any
of the Schedules hereto or any documents or agreements delivered hereunder, the
right of indemnification under this Article 8 shall survive until such covenant,
term or provision has been fully paid, performed or discharged.

         8.2 Remedies. If within one year from the date of this Agreement,
Kahuna determines that any of the representations and warranties of SNS or the
Shareholder were incorrect or untrue at the time they were made and such
misrepresentation causes material harm to Kahuna as determined by Kahuna's Board
of Directors, Kahuna shall have the right to seek legal and equitable against
SNS and the Shareholder (in his individual capacity) and the right to set off
against the 1,000,000 shares of Kahuna Stock received by Shareholder pursuant to
Article 1 hereof, which amount shall be determined in the sole discretion of the
Board of Directors of Kahuna.


                                    ARTICLE 9
         MISCELLANEOUS

         9.1 Knowledge of the Shareholder, SNS or Kahuna. Where any
representation or warranty contained in this Agreement is expressly qualified by
reference to the knowledge, information and belief of the Shareholder, SNS or
Kahuna, as the case may be, confirm that they have made due and diligent inquiry
as to the matters that are the subject of such representations and warranties.

         9.2 Expenses. Except as otherwise provided for herein, the parties
hereto shall pay all of their own expenses relating to the transactions
contemplated by this Agreement, including, without limitation, the fees and
expenses of their respective counsel and financial advisers.

         8.3 Governing Law. The interpretation and construction of this
Agreement, and all matters relating hereto, shall be governed by the laws of the
State of Texas applicable to agreements executed and to be performed solely
within such State without regard to conflicts of laws.

         9.4 Jurisdiction. Any judicial proceeding brought against any of the
parties to this Agreement on any dispute arising out of this Agreement or any
matter related hereto may be brought in the courts of the State of Texas, or in
the United States District Court for the Texas area, and, by execution and
delivery of this Agreement, each of the parties to this Agreement accepts the
exclusive jurisdiction of such courts, and irrevocably agrees to be bound by any
judgment rendered thereby in connection with this Agreement. The prevailing
party or parties in any such litigation shall be entitled to receive from the
losing party or parties all costs and expenses, including reasonable counsel
fees, incurred by the prevailing party or parties.

         9.5 Captions. The Article and Section captions used herein for
reference purposes only, and shall not in any way affect the meaning or
interpretation of this Agreement.

         9.6 Publicity. Except as otherwise required by law, none of the parties
hereto shall issue any press release or make any other public statement, in each
case relating to, connected with or arising out of this Agreement or the matters
contained herein, without obtaining the prior approval of Kahuna and SNS to the
contents and the manner of presentation and publication thereof. The parties
hereto agree that the execution of this Agreement requires the release of
information to the financial press concerning this acquisition and accordingly
agree to promptly issue a press release mutually acceptable to SNS and Kahuna
and to file a Form 8-K report with the Securities and Exchange Commission
containing this agreement and all exhibits and schedules hereto.

         9.7 Notices. Any notice or other communication required or permitted
hereunder shall be deemed sufficiently given when delivered in person, one
business day after delivery to a reputable overnight carrier, four business days
if delivered by registered or certified mail, postage prepaid or when sent by
telecopy with a copy following by hand or overnight carrier or mailed, certified
or registered mail, postage prepaid, addressed as follows:

         If to SNS:

                  Simple Network Solutions, Inc.
                  13250 Overlook Court
                  Conroe, Texas 77302
                  Attn: Todd Simmons


         If to Kahuna:

                  Joe E. Grace, President
                  6371 Richmond Ave., Suite 200
                  Houston, Texas 77057

         With a copy to:

                  Thomas Pritchard
                  Brewer and Pritchard, P.C.
                  Three Riverway, 18th Floor
                  Houston, Texas 77056

         9.8 Parties in Interest. This Agreement may not be transferred,
assigned, pledged or hypothecated by any party hereto, other than by operation
of law. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
successors and assigns.

         9.9 Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.

         9.10 Entire Agreement. This Agreement, including the Schedules hereto
and the other documents referred to herein which form a part hereof, contain the
entire understanding of the parties hereto with respect to the subject matter
contained herein and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

         9.11 Amendments. This Agreement may not be changed orally, but only by
an agreement in writing signed by Kahuna, the Shareholder and SNS.

         9.12 Severability. In case any provision in this Agreement shall be
held invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof will not in any way be
affected or impaired thereby.

         9.13 Third Party Beneficiaries. Each party hereto intends that this
Agreement shall not benefit or create any right or cause of action in or on
behalf of any Person other than the parties hereof.

         9.14 Cooperation After Closing. From and after Closing, each of the
parties hereto shall execute such documents and other papers and take such
further actions as may be reasonably required or desirable to carry out the
provisions hereof and the transactions contemplated hereby.

         IN WITNESS WHEREOF, each of Kahuna, the Shareholder and SNS have
executed this Agreement, all as of the day and year first above written.

                          KAHUNA NETWORK SECURITY, INC.



                          By:
                              -----------------------------
                              Joe Grace, President


                         SIMPLE NETWORK SOLUTIONS, INC.



                        By:
                            ----------------------------------
                          Todd Simmons, President

THE SHAREHOLDER:



By:
   ------------------------------------------------
     Todd Simmons





                                                                       71







EXHIBIT 14G - Revolving Credit Agreement - Superior Protection , Inc. and Kahuna
------------------------------------------------------------------------------

                           REVOLVING CREDIT AGREEMENT

1. Parties.

         A. John F. Heard, Jr., and Superior Protection, Inc. (collectively
         known as the "Maker") and B. Kahuna Network Security, Inc. a Nevada
         corporation ("Payee").

2.                Revolving Credit Facility ("Agreement").

A.                Payee agrees to advance up to $500,000.00 of which $100,000.00
                  is advanced herewith as evidenced by a Promissory Note
                  attached as Exhibit "A" and a Security Agreement attached as
                  Exhibit "B".
B.                Additional advances shall be made within a one year period as
                  determined by Maker which determination should be documented
                  and presented to Payee for its approval.
C.                The Agreement will terminate on March 17, 2005.

3.                Other Terms and Conditions.

A.                ALL PAYMENTS of interest will be computed on the per annum
                  basis of a year of 360 days and for the actual number of days
                  elapsed unless such calculation would result in a usurious
                  rate, in which case interest will be calculated on the per
                  annum basis of a year of 365 or 366 days, as the case may be.

B.                THE UNPAID principal balance that may be advanced under this
                  Agreement at the request of Maker may not exceed the sum of
FIVE HUNDRED THOUSAND ($500,000).

C.                Maker waives demand, presentment for payment, notice of
                  dishonor, notice of nonpayment, protest, notice of protest,
                  notice of intent to accelerate, notice of intent to foreclose,
                  notice of acceleration and all other notices, filing of suit
                  and diligence in collection of this note or enforcing any of
                  the security for this note.

D.                Maker waives its right to prepay any funds advanced under this
                  the Agreement.

E.                THIS NOTE and the other Loan Documents set forth the entire
                  agreement of the parties. This note shall be governed by,
                  enforced, and construed under and in accordance with the laws
                  of the State of Texas without regard to any conflict of law
                  provisions thereof. Any action brought by any party to this
                  note may be brought only in the state or federal courts
                  located in Harris County, Texas, and in no other place unless
                  all the parties expressly agree in writing to waive this
                  requirement. Each party to this note consents to jurisdiction
                  in that location.

F.       PAYEE, Maker and all other liable parties intend to conform to and
contract in strict compliance with applicable usury law
                  from time to time in effect.  All agreements between Payee,
Maker and all other liable parties are limited by the
                  provisions of this paragraph, which override and control all
such agreements, whether now existing or hereafter
                  arising and whether written or oral. In no way, nor in any
event or contingency, will the interest contracted for,
                  charged or received under this note or otherwise, exceed the
Maximum Rate. The "Maximum Rate" means the maximum
                  non-usurious rate of interest per annum permitted by
whichever of applicable laws of the United States of America or
                  Texas permit the higher interest rate, including to the
extent permitted by applicable laws, any future amendments
                  of such laws or any new laws coming into effect in the
 future to the extent a higher rate of interest is permitted
                  by any such amendment or new law.  The Maximum Rate will be
applied by taking into account all amounts characterized
                  by applicable law as interest on the debt evidenced by this
note, so that the aggregate of all interest does not
                  exceed the maximum non-usurious amount permitted by
applicable law.  If, from any possible construction of any
                  document, interest would otherwise be payable in excess of
the Maximum Rate, any such construction is subject to the
                  provisions of this paragraph and such document is
automatically reformed and the interest payable is automatically
                  reduced to the Maximum Rate, without the necessity of
execution of any amendment or new document.  If Payee ever
                  receives anything of value that is characterized as interest
under applicable law and that would apart from this
                  provision be in excess of the Maximum Rate, then an amount
equal to the amount that would have been excessive
                  interest will, without penalty, be applied to the reduction
of the principal amount owing on the indebtedness
                  evidenced by this note in the inverse order of its maturity
and not to the payment of interest, or, at the option of
                  Payee, be refunded to Maker or the other payor thereof if
 and to the extent of such amount that would have been
                  excessive exceeds such unpaid principal.  All interest paid
or agreed to be paid to Payee will, to the extent
                  permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full stated term (including
                  any renewal or extension) of such indebtedness so that the
amount of interest or amount of such indebtedness does
                  not exceed the maximum permitted by applicable law.







MAKER - Superior Protection, Inc.



By:  ___________________________________________
       John F. Heard, Jr., President

By:  ___________________________________________
       John F. Heard, Jr., Individually



PAYEE - Kahuna Network Security, Inc.


By:  ____________________________________________
       Joe Grace, President






EXHIBIT 14H - CODE OF ETHICS
------------------------------------------------

                          KAHUNA NETWORK SECURITY, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS

         The Board of Directors of Kahuna  Network  Security,  Inc.  (with its
subsidiaries,  the  "Company") has adopted this code of
conduct and ethics (this "Code") to:

|X|      promote honest and ethical conduct, including fair dealing and the
ethical handling of conflicts of interest;

|X|      promote full, fair, accurate, timely, and understandable disclosure;

|X|      promote compliance with applicable laws and governmental rules and
regulations;

|X|      ensure  the  protection  of the  Company's  legitimate  business
interests,  including  corporate  opportunities,  assets and
                  confidential information; and

|X|      deter wrongdoing.

         All directors, officers and employees of the Company are expected to be
familiar with the Code and to adhere to those principles and procedures set
forth in the Code that apply to them.

         For purposes of this Code, the "Code of Ethics Contact Person" will be
different for various employees. For all directors and executive officers, the
Code of Ethics Contact Person shall be the Company's Chief Financial Officer.
For all other employees, the Code of Ethics Contact Person shall be the
Company's Chief Executive Officer.

         From time to time, the Company may waive some provisions of this Code.
Any waiver of the Code for executive officers or directors of the Company may be
made only by the Board of Directors. Any waiver for other employees may be made
only by the Chief Executive Officer.

I.       Honest and Candid Conduct

         Each director, officer and employee owes a duty to the Company to act
with integrity. Integrity requires, among other things, being honest and candid.
Deceit and subordination of principle are inconsistent with integrity.

         Each director, officer and employee must:

|X|               Act with integrity, including being honest and candid while
                  still maintaining the confidentiality of information where
                  required or consistent with the Company's policies.

|X| Observe both the form and spirit of laws and governmental rules and
regulations, accounting standards and Company policies.

|X|      Adhere to a high standard of business ethics.

II.      Conflicts of Interest

         A "conflict of interest" occurs when an individual's private interest
interferes or appears to interfere with the interests of the Company. A conflict
of interest can arise when a director, officer, or employee takes actions or has
interests that may make it difficult to perform his or her Company work
objectively and effectively. For example, a conflict of interest would arise if
a director, officer, or employee, or a member or his or her family, receives
improper personal benefits as a result of his or her position in the Company.
Any material transaction or relationship that could reasonably be expected to
give rise to a conflict of interest should be discussed with the Code of Ethics
Contact Person.

         Service to the Company should never be subordinated to personal gain
and advantage. Conflicts of interest should, wherever possible, be avoided. In
particular, clear conflict of interest situations involving directors, executive
officers, and other employees who occupy supervisory positions may include the
following:

|X|      any significant ownership interest in any material supplier or
 customer;

|X|      any consulting or employment relationship with any customer, supplier,
 or competitor;

|X|      the  receipt of  non-nominal  gifts or  excessive  entertainment
 from any  company  with  which the  Company  has  current or
                  prospective business dealings;

|X|      being in the  position  of  supervising,  reviewing  or having any
 influence  on the job  evaluation,  pay, or benefit of any
                  immediate family member; and

|X|               selling anything to the Company or buying anything from the
                  Company, except on the same terms and conditions as comparable
                  directors, officers, or employees are permitted to so purchase
                  or sell.

         Such situations, if material, should always be discussed with the Code
of Ethics Contact Person. Anything that would present a conflict for a director,
officer, or employee would likely also present a conflict if it is related to a
member of his or her family.

III.     Disclosure

         Each director, officer, or employee involved in the Company's
disclosure process, including the Chief Executive Officer, the Chief Financial
Officer, the Chief Accounting Officer, the controller, and such other finance,
accounting, tax or internal audit personnel as the Chief Executive Officer or
Chief Financial Officer may from time to time designate (the "Senior Financial
Officers"), is required to be familiar with and comply with the Company's
disclosure controls and procedures and internal control over financial
reporting, to the extent relevant to his or her area of responsibility, so that
the Company's public reports and documents filed with the Securities and
Exchange Commission ("SEC") comply in all material respects with the applicable
federal securities laws and SEC rules. In addition, each such person having
direct or supervisory authority regarding these SEC filings or the Company's
other public communications concerning its general business, results, financial
condition and prospects should, to the extent appropriate within his or her area
of responsibility, consult with other Company officers and employees and take
other appropriate steps regarding these disclosures with the goal of making
full, fair, accurate, timely, and understandable disclosure.

         Each director, officer, or employee who is involved in the Company's
disclosure process, including without limitation the Senior Financial Officers,
must:

|X|               Familiarize himself or herself with the disclosure
                  requirements applicable to the Company as well as the business
                  and financial operations of the Company.

|X|               Not knowingly misrepresent, or cause others to misrepresent,
                  facts about the Company to others, whether within or outside
                  the Company, including to the Company's independent auditors,
                  governmental regulators, and self-regulatory organizations.

|X|               Properly review and critically analyze proposed disclosure for
                  accuracy and completeness (or, where appropriate, delegate
                  this task to others).

IV.      Compliance

         It is the Company's policy to comply with all applicable laws, rules,
and regulations. It is the personal responsibility of each employee, officer,
and director to adhere to the standards and restrictions imposed by those laws,
rules, and regulations. In performing his or her duties, each employee, officer,
and director will endeavor to comply, and take appropriate action within his or
her areas of responsibility to cause the Company to comply, with applicable
governmental laws, rules, and regulations and applicable rules and regulations
of self-regulatory organizations.

         It is against Company policy and in many circumstances illegal for a
director, officer, or employee to profit from undisclosed information relating
to the Company or any other company. Any director, officer, or employee may not
purchase or sell any of the Company's securities while in possession of material
nonpublic information relating to the Company. Also, any director, officer, or
employee may not purchase or sell securities of any other company while in
possession of any material non-public information relating to that company.

         Any director, officer, or employee who is uncertain about the legal
rules involving a purchase or sale of any Company securities or any securities
in companies that he or she is familiar with by virtue of his or her work for
the Company, should consult with the Code of Ethics Contact Person before making
any such purchase or sale.

V.       Reporting and Accountability

         The Board of Directors and Audit Committee are responsible for applying
this Code to specific situations in which questions are presented to it and has
the authority to interpret this Code in any particular situation. Any director,
officer, or employee who becomes aware of any existing or potential violation of
this Code is required to notify the Code of Ethics Contact Person promptly.
Failure to do so is itself a violation of this Code.

         Any questions relating to how this Code should be interpreted or
applied should be addressed to the Code of Ethics Contact Person. A director,
officer, or employee who is unsure of whether a situation violates this Code
should discuss the situation with the Code of Ethics Contact Person to prevent
possible misunderstandings and embarrassment at a later date.

         Each director, officer, or employee must:

|X| Notify the Code of Ethics Contact Person promptly of any existing or
potential violation of this Code.

|X|               Not retaliate against any other director, officer, or employee
                  for reports of potential violations that are made in good
                  faith.

         The Audit Committee or Chief Financial Officer shall take all action
they consider appropriate to investigate any violations reported to them. If a
violation has occurred, the Company will take such disciplinary or preventive
action as it deems appropriate, after consultation with the Audit Committee, in
the case of a director or executive officer, or Chief Financial Officer, in the
case of any other employee.

         The Company will follow the following procedures in investigating and
enforcing this Code, and in reporting on the Code:

|X|               Violations and potential violations will be reported by the
                  Code of Ethics Contact Person to the Audit Committee, in the
                  case of a violation by a director or executive officer, or the
                  Chief Financial Officer, in the case of a violation by any
                  other employee, after appropriate investigation.

|X|               The Audit Committee and the Chief Financial Officer will take
                  all appropriate action to investigate any violations reported
                  to them after appropriate investigation.

|X|               If the Audit Committee and the Chief Financial Officer
                  determines that a violation has occurred, they will inform the
                  Board of Directors, in the case of a violation by a director
                  or executive officer, or the Chief Executive Officer in the
                  case of a violation by any other employee.

         Upon being notified that a violation has occurred, the Board of
Directors or the Chief Executive Officer will take such disciplinary or
preventive action as it deems appropriate, up to and including dismissal or, in
the event of criminal or other serious violations of law, notification of
appropriate governmental authorities.

         From time to time, the Company may waive some provisions of this Code.
Any waiver of the Code for executive officers or directors of the Company may be
made only by the Board of Directors. Any waiver for other employees may be made
only by the Chief Financial Officer.

VI.      Corporate Opportunities

         Directors, officers, and employees owe a duty to the Company to advance
the Company's business interests when the opportunity to do so arises.
Directors, officers, and employees are prohibited from taking (or directing to a
third party) a business opportunity that is discovered through the use of
corporate property, information, or position, unless the Company has already
been offered the opportunity and turned it down. More generally, directors,
officers, and employees are prohibited from using corporate property,
information, or position for personal gain and from competing with the Company.
Sometimes the line between personal and Company benefits is difficult to draw,
and sometimes there are both personal and Company benefits in certain
activities. Directors, officers, and employees who intend to make use of Company
property or services in a manner not solely for the benefit of the Company
should consult beforehand with the Code of Ethics Contact Person.

VII.     Confidentiality

         In carrying out the Company's business, directors, officers, and
employees often learn confidential or proprietary information about the Company,
its customers, suppliers, or joint venture parties. Directors, officers, and
employees must maintain the confidentiality of all information so entrusted to
them, except when disclosure is authorized or legally mandated. Confidential or
proprietary information of the Company, and of other companies, includes any
non-public information that would be harmful to the relevant company or useful
or helpful to competitors if disclosed.


VIII.    Fair Dealing

         We have a history of succeeding through honest business competition. We
do not seek competitive advantages through illegal or unethical business
practices. Each director, officer, and employee should endeavor to deal fairly
with the Company's customers, service providers, suppliers, competitors, and
employees. No director, officer, or employee should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any unfair dealing practice.

IX.      Protection and Proper Use of Company Assets

All directors, officers and employees should protect the Company's assets and
ensure their efficient use. All Company assets should be used only for
legitimate business purposes.








                                   SIGNATURES


KAHUNA NETWORK SECURITY, INC. FORMERLY COMPUTER AUTOMATION SYSTEMS, INC.


Date:             April 14, 2004

Signature:/s/ Joe Grace

                  JOE GRACE, PRESIDENT








                              FORM OF CERFITICATION
                       PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHAGE ACT OF 1934, AS AMENDED

CERTIFICATION

I, Joe Grace, certify that:

1. I have reviewed this annual report on Form 10-KSB of Kahuna Network Security,
Inc. formerly, Computer Automation Systems, Inc.; 2. Based on my knowledge, this
annual report does not contain any untrue statement of material fact or omit to
state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this annual report;
3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;
4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
        (a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;
        (b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days of the
                  filing date of this annual report (the "Evaluation Date"); and
(c)               presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the evaluation date.
(d)               The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation, to the
                  registrant's auditors and the audit committee of the
                  registrant's board of directors (or persons performing the
                  equivalent functions):
           (a)    all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize, and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and
           (b)    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls.
6.   The registrant's other certifying officer and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:    /s/ Joe Grace
      --------------------------------------------------------
        Name:  Joe Grace
        Title: President








                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Kahuna Network Securities, Inc. formerly
Computer Automation Systems, Inc. on Form 10-K for the period ended December 31,
2003 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), each of the undersigned, in the capacities and on the dates
indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and 2. The Information contained in the
Report fairly presents, in all material respects, the financial condition and
results of
         the operation of the Company.




Date: April 14,2004             By  /s/ Joe Grace
           -----------                            -------------------------
                          Mr. Joe Grace, President and
                                                      Director



Date:    April 14, 2004         By  /s/ L Edward Parker
           ------------                           ------------------------
                                                      Mr. Edward Parker
                                      CEO, Director



Date:      April 14, 2004        By         /s/ Frank Neukomm
          ------------                           ------------------------
                                                     Mr. Frank Neukomm
                                                     CFO, Director