U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended March 31, 2003

[ ] Transition  report under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 for the transition period from ------------ to ------------.

Commission file number: 0-17304

                              CNH HOLDINGS COMPANY

                     --------------------------------------
        (Exact name of small business issuer as specified in its charter)

              Nevada                                   11-2867201

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

               17304 Preston Road, Suite 975, Dallas, Texas 75252
               (Address of principal executive office) (Zip Code)

                                  972.381.4699

                           (Issuer's telephone number)

                   48 S.W. 16th Street, Dania Beach, FL 33004

     (Former name,  former address and former fiscal year, if changed since last
report.)

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

Securities  registered pursuant to Section 12(g) of the Act: Common Stock, $.001
par value

Indicate  by check  mark  whether  the  Registrant:  (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 report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  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 .

At June 30, 2003, the aggregate  market value of all shares of voting stock held
by  non-affiliates  was  approximately  $3,201,880.  In determining  this figure
Registrant has assumed that all directors and executive officers are affiliates.
This assumption shall not be deemed conclusive for any other purpose. The number
of shares outstanding of each class of the Registrant's common stock, as of June
30, 2003, was as follows: 4,001,175 common shares, $.001 par value per share.

Total revenues for fiscal year ended March 31, 2003: $0.00

At June 30, 2003 the number of shares of common stock outstanding was 4,001,175.

Transitional Small Business Disclosure Format (check one): Yes  ; No X

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

History:

CNH  Holdings  Company,  a  Nevada  corporation   ("Company"  or  "CNHC"),   was
incorporated in Delaware on April 15, 1987, under the name of I.S.B.C. Corp. The
Company subsequently changed its name to Coral Companies,  Inc., and then to CNH
Holdings Company.  Domicile was changed to Nevada in 1997. The Company conducted
an initial public and secondary offerings during the 1980s.

On June 15, 1998, the Company acquired Southport  Environmental and Development,
Inc. This acquisition,  however, was subsequently rescinded by agreement between
the parties and made a formal  order of court  effective  April 19,  2000.  This
order put the Company in the position  which it occupied at June 14, 1998, as if
none of the actions  which had occurred from that time to the date of rescission
had  transpired.  As a result,  the Company has no assets as of March 31,  2003.
Liabilities  consisted of accounts  payable of $4,166 and  shareholder  loans of
$6,454 as of the March 31, 2003;  further,  the Company had no operations during
that period either.

Acquisition of X-Bridge Technology:

Corvero Networks, Inc., a Florida corporation ("Corvero"), was formed by CNHC as
a wholly-owned  subsidiary to acquire the use of certain technology known as the
XBridge  Technology.  This technology has as its principal component the Corvero
Convergence  Platform(TM).  The acquisition was  accomplished by entering into a
license agreement with XBridge Software,  Inc., a Texas corporation  ("X-Bridge"
and the "License Agreement," respectively).

Corvero  obtained from X-Bridge the right to exploit what management  feels is a
visionary  convergence  technology.  This technology allows a low cost, reliable
appliance  based  on the use of XML  technology,  the  purpose  of  which is the
combination  of voice,  video and data  between  devices  over the internet in a
single network infrastructure.

Cisco  contributed to the research leading to the development of this technology
as a development partner.  Cisco's participation was intended to demonstrate the
commercial  possibilities  offered by converging  voice,  data and video through
internet communications utilizing an XML based network appliance.

         XML--Enabled Architecture:

Corvero's   solution  has  embraced  the  acknowledged  next  wave  of  advanced
technology  - XML.  This  language  has been  forecast by industry  analysts and
integration  experts to be the platform for solving  integration and convergence
issues. The founders of Corvero saw the trends toward the widespread adoption of
XML and aligned its development  teams to build the core technical  architecture
of the Corvero Convergence Platform(TM) on XML.

         IP Telephony Convergence:

IP telephony refers to the technology used in transmitting  voice over a network
using open,  standards-based  Internet  Protocol  (IP).  In support of the Cisco
AVVID network strategy, Corvero IP telephony solutions leverage a single network
infrastructure for the transmission of data, voice, and video traffic to deliver
high-quality  voice and fully  integrated  communications.  Corvero IP telephony
solutions  enable  enterprises  to realize the business  benefits of a converged
network.  These benefits include increased  productivity,  business flexibility,
and reduced operational costs.

The movement towards  incorporating  voice, video and data into a single network
is referred to as "convergence".  IP telephony now allows the telephone to serve
up data in a manner similar to a PC (personal computer) or any other web enabled
device.

The Corvero  Convergence  Platform(TM),  through its  comprehensive  support for
Cisco Systems architecture,  is positioned to enable the integration required to
successfully deliver this convergence vision.

         The  Intersection of IP Telephony  Convergence and Enterprise  Business
Integration through XML, via Corvero Technology:

In addition to  application-to-application  data  integration,  Corvero  enables
users to  undertake  "single  view"  queries of XML and legacy  data  streams in
either voice or browser modes.

The  Corvero  Convergence  Platform(TM),  coupled  with  XML  and  IP  telephony
environments,   allows   enterprises   to  achieve   unique   client-application
integration  through their IP phones. This integration is accomplished as a peer
in the network with other user  interface  devices such as PCs,  PDAs,  wireless
phones and point-of-sale devices, among others. By coupling the XML browser with
voice services, Corvero is able to bring powerful data query applications to the
phone.  Before the  introduction of the Corvero  Convergence  Platform,  IP data
based applications  offered via IP phones were limited by the phone's ability to
navigate and/or manipulate data in a meaningful way.

The Corvero  Convergence  Platform(TM)  opens the world of data and  application
access  to a new  group of users  who need  voice as well as  browser  access to
information.

The key to rapid  adoption of IP telephony  and  voice/data  convergence  is the
ability  to bind  voice/video  and data  streams  together  using  XML.  Corvero
believes it has the technology to make this possible.

         Focus Markets:

In  addition  to  the  macro-economic   challenges   currently  being  faced  by
businesses,  there  has been an  increased  level  of  scrutiny  on  information
technology  (IT)  expenditures  stemming from the unrealized  returns on complex
enterprise  applications  purchased  over the past several  years.  The business
climate is  challenging  at present,  and has forced  companies to find creative
ways to improve efficiencies and drive out costs.

In spite of the current overall reluctance of business to invest in IT projects,
two  segments  of the  IT  market  are  showing  relatively  strong  growth  and
profitability.  These  are the IP  telephony  and EBI  markets.  Corvero's  core
technology was  specifically  crafted to meet the demands of these two markets -
from both a technological and cost perspective.

Current  market  trends -  specifically  the need to lower costs and  generate a
defined rate of return on  investment  for IT - together  with the  ever-growing
need  to  integrate   applications  in  order  to  deliver  real  time  business
integration - are creating what management feels is an environment  conducive to
the introduction of disruptive technology to the enterprise business integration
("EBI") market and the internet protocol ("IP") telephony  network  convergence,
i.e., IP communications/telephony, market.

 Corvero is poised to take advantage of this  opportunity and its management has
already   identified   targets  for  its  technology   within  the  EBI  and  IP
communications markets.

         IP Telephony Market:

Synergy  Research Group (SRG) has estimated a 50% growth in the worldwide market
for enterprise IP telephony in 2003,  which  generated  $863.7 million in vendor
revenues  during  2002.  In its latest  quarterly  research  report,  "Worldwide
Enterprise VoIP Equipment Market Shares, Q4, 2002",  Synergy also found that LAN
(local area  network)  telephony  represents  a growing  portion of this market,
accounting  for 71 percent of the market in the fourth quarter of 2002 (based on
revenues).

Market share leaders in the LAN telephony segment for the fourth quarter of 2002
were Cisco,  Avaya and 3 Com,  who  respectively  captured  43.7  percent,  16.5
percent and 16.0 of the market, based on line shipments.

Apart from the  economies  provided by moving a firm's  communications  onto one
network, IP telephony  convergence  applications form the most compelling reason
why many  companies  are replacing  legacy phone systems with IP telephony.  The
ability to access  enterprise data and  applications  through a device such as a
web-browser  enabled IP phone has  presented an  opportunity  to position the IP
phone  as a peer to the PC  (personal  computer)  in many  work  environments  -
especially where PC's are not appropriate user interfaces for employees.

Major  companies  are now looking to IP  telephony  as a  requirement  versus an
option  in  boosting  ROI  (rate of return  on  investment),  based on  improved
operational efficiencies afforded by IP telephony versus traditional solutions.

According to IDC, IP telephony  service  revenue for 2002 was $1.6 billion.  IDC
projects  these  revenues to increase to $18.7 billion in 2004. By 2006,  50% of
the  traffic  minutes  are going to be in IP,  according  to IDC.  IDC Europe is
predicting  that,  despite  the  economic  downturn  in Western  Europe,  the IP
telephony  market will  increase to $2.4 billion in 2006 -  representing  a CAGR
(compound annual growth rate) of 74% over the forecast period.  The IP telephony
service market in the Asia-Pacific  region,  excluding Japan, is expected to hit
US$6.9 billion by 2005, reports IDC.

The above  statistics  exemplify  the potent  growth in IP telephony  across the
globe and the resulting  prospective  market for applications.  The emergence of
many small application  vendors who deliver point solutions  integrating  simple
applications  and data  presentation  into the IP  telephony  environment  gives
credence to this potential, but does not offer a long term strategic opportunity
for these small companies.

Corvero  believes that has positioned a convergence  platform that can flexibly,
securely and, above all, cost-effectively  integrate corporate applications with
IP telephony.

This  is  the  principal  market   reasoning  behind  the  Corvero   Convergence
Platform(TM) for IP telephony.

     Enterprise Business Integration (EBI):

Another  segment where IT spending is continuing to grow more strongly than most
others within the IT marketplace is the Enterprise  Business  Integration  (EBI)
market.  According  to  Aberdeen,  the EBI  market  totaled  $3.6B in  2002,  is
projected  to grow to $3.93B  in 2003 and will  continue  to grow at a  compound
annual growth rate (CAGR) of 11.4% from 2002 through 2006.

While growth in the market seems  assured,  a number of  challenges  continue to
restrict B2B integration and e-commerce  proliferation into the small and medium
sized  market,  (defined as those  companies  with  revenues of $50million to $1
billion per annum). These challenges can be summarized as the enduring high cost
and complexity of existing  integration  solutions,  with no apparent way out in
sight if the existing application integration architecture is not replaced by an
inherently lower cost, inherently more simple approach.

While  there have been many  published  success  stories  about  successful  B2B
integration  and  e-commerce  ventures with companies such as Dell Computers and
Wal-Mart  and the auto  industry  as  examples,  in many cases only a few select
major suppliers are able to afford the cost and difficulty  involved in building
these B2B and EBI links.

Based on numerous  in-depth  discussions  with  analysts,  as well as many early
adaptor customers, it has become clear to Corvero that the market is ready for a
solution  that would be able to  dramatically  reduce  the costs of  application
integration within and between businesses,  even if it were considered to be new
and potentially risky, disruptive technology.

The Corvero  platform  enables  companies to share data across a wide variety of
disparate  applications,  with  multiple  business  partners  and  across a wide
spectrum of  presentation  devices - all at a substantially  lower  performance:
price ratio than existing  solutions..  The Corvero  solution  offers one of the
lowest  total-cost-of-ownership  (TCO) economic  models in the market because it
eliminates the need for lengthy  implementations  and costly development through
the enabling of network  administrators  to configure the solution in a fraction
of the time required by current solutions.

Existing Business Relationships:

Corvero  Networks is  currently  executing  on  opportunities  in the  financial
services,  entertainment,  oil  &  gas  infrastructure,  healthcare,  high  tech
manufacturing,  consumer  packaged goods and retail markets,  where leading edge
organizations  are  investing  in  IP  Telephony,   because  they  believe  this
technology  will have a significant  impact on their  productivity  and business
performance.

Corvero is working as a  marketing  partner  with Cisco  Systems  and several of
Cisco's top value-added  resellers (VARs) to market and sell its solution within
the IP  communications  market.  To this end,  Corvero is actively  engaged with
Cisco to certify its products and broaden the business relationship between both
companies.

Corvero  is  also  working  with  a  number  of  organizations  involved  in EBI
initiatives.  This  effort  is being  made to bring  Corvero's  XML  integration
technology to market in other select vertical  markets.  Management is currently
working with members of the Petroleum Data Exchange (PIDX) group, a subcommittee
of the American  Petroleum  Institute (API),  which is made up of market-leading
companies  in the  petroleum  industry--  including  ExxonMobil,  ChevronTexaco,
TradeRanger, Halliburton and Royal Dutch Shell, among others.

PIDX  has the goal of  eliminating  the  challenges  of  e-business  integration
between  applications and trading partners,  by working to establish common data
exchange  standards to simplify and lower the cost of supply chain  integration.
The Corvero XML integration  solution  significantly  reduces the complexity and
cost  associated  with EBI efforts.  Corvero is working with key  consulting and
implementation  partners to  commercialize  and deliver  its  solutions  for the
petroleum  industry as the first target market for this  application  of its XML
integration technology.

Manufacturing:

Corvero will assume an existing  outsourced  manufacturing  relationship  with a
well-respected   national  manufacturer  of  build-to-order  servers  and  other
computer hardware.  This arrangement  delivers the advantage of allowing Corvero
to focus on internally developing its technology solutions while benefiting from
the expertise,  customer support  capabilities and cost advantages  offered by a
best-of-breed appliance manufacturer.

License Agreement:

The  License  Agreement  was  entered  into on May 5, 2003.  This  agreement  is
principally  between  Corvero and XBridge,  although CNHC was a party to certain
provisions.  The License Agreement  resulted in XBridge licensing to Corvero all
of  X-Bridge's  right,  title,  and  interest in and to a software  program (and
concomitant  hardware  platforms)  which had been developed by XBridge and which
were,   collectively,   known  as  the  "XBridge  Technology."  This  technology
principally allows for the development,  implementation and commercialization of
XML integration  solutions in the EBI and IP Telephony markets. The license also
pertains to the object and source code pertaining to the XBridge Technology.

The term of this license is twenty years.  Corvero  initially  agreed to use its
best  efforts to obtain up to  $250,000 in equity  financing  for the purpose of
implementing  the XBridge  Technology,  although this provision was subsequently
waived.  CNHC,  subsequent  to  the  waiver  of  this  covenant,   paid  500,000
"restricted" common shares of its stock to XBridge as a licensing fee.

Corvero is obligated to pay  royalties as follows:  1. No royalties  are due for
the first  $1,000,000 in aggregate  gross  revenue;  2. A royalty of 5% of gross
revenues  is due for  aggregate  gross  revenues of over  $1,000,000,  up to and
including  $2,000,000;  3. A royalty of 4% of gross revenues for aggregate gross
revenues of over $2,000,000,  up to and including $3,000,000; 4. A royalty of 3%
of gross  revenues for aggregate  gross revenues of over  $3,000,000,  up to and
including  $4,000,000;  5. A Royalty of 2% of gross revenues for aggregate gross
revenues of over $4,000,000, up to and including $5,000,000; and 6. A Royalty of
1% of gross  revenues for  aggregate  gross  revenues of over  $5,000,000.  When
aggregate  gross  revenues  reached  $10,000,000,  CNHC was to have delivered an
additional  1,500,000  common  shares.  As  discussed  below,  these shares have
already been delivered.  All CNHC shares  delivered under the License  Agreement
may not be sold or otherwise  transferred  by XBridge prior to three years after
the execution date of the License Agreement.

Royalties  accrue at the time  Corvero  invoices its  customer,  and are due and
payable on a monthly  basis.  Corvero has also agreed to provide  XBridge with a
monthly  report  detailing the amount s invoiced,  the total royalty due and the
calculations  used to  arrive  at  these  amounts.  All past  due  invoices  and
royalties will accrue interest at the lesser of (a) one and one-half  percent (1
1/2%) per month,  or (b) the maximum rate  permitted by applicable  law, in each
case, from the date due until fully paid.

The amounts due  XBridge  under this  License  Agreement  do not include  taxes,
duties or similar fees. If XBridge is required to pay (1) sales, use,  property,
value-added, withholding or other taxes, (2) any customs or other duties, or (3)
any import, warehouse or other fees, associated with the importation or delivery
based on the licenses granted under the License Agreement or on Corvero's use of
the  XBridge  Technology,  then  these  taxes,  duties  or fees  will be paid by
Corvero,  although  this does not apply to taxes based on  X-Bridge's  income or
payroll taxes.

Corvero will permit XBridge, once per year, to audit Corvero's books and records
related to the license and Corvero's exploitation of the XBridge Technology. Any
audit requested by XBridge will be conducted  Corvero's  regular business hours,
will comply with Corvero's normal security procedures, and will not unreasonably
interfere with Corvero's business operations. All out-of-pocket costs associated
with an audit will be paid by  XBridge,  , unless the audit  discovers  (1) that
Corvero is violating the terms and restrictions of the License Agreement; or (2)
a discrepancy of five percent (5%) or more in the royalties reported to XBridge,
in which case all out-of-pocket costs will be paid by Corvero.

Asset Purchase Agreement:

Following the execution and delivery of the License  Agreement,  Corvero entered
into an  agreement  with XBridge to purchase a portion of the assets of XBridge,
principally  computer  hardware.  The purchase  price was $125,500  payable over
time.  This  agreement  was  satisfied  during the first  quarter of the current
fiscal year by CNHC agreeing to deliver  those  1,500,000  additional  shares of
common stock due on obtaining $10,000,000 in sales under the Licensing Agreement
in full satisfaction of all amounts payable,  other than royalty fees, under the
License and asset purchase agreements.

ITEM 2.  DESCRIPTION OF PROPERTY

Corvero has offices at 17304 Preston Road, Suite 975,  Dallas,  Texas 75252. The
phone number there is 972.381.4699.  These facilities are being received free of
charge from an investor.  Presently,  Corvero is looking for additional space in
the Dallas metropolitan area.

ITEM 3.  LEGAL PROCEEDINGS

No material legal  proceedings to which the Company (or its director and officer
in his capacity as such) is party or to which property of the Company is subject
is pending and no such material proceeding is known by management of the Company
to be  contemplated,  with the  exception  of that  described  in the  following
paragraph.

The  Company  was sued on May 1,  2003,  by Regions  Bank in the  United  States
District Court for the Southern  District of Texas (Houston  Division,  Case No.
H-03-1469). The complaint has not yet been served on the Company; therefore, the
case has not actually  commenced and no answer is yet due, although the Company,
if required to answer after service, will defend the complaint vigorously as the
Company feels there is no merit to the allegations.

The  complaint  seeks a  declaratory  judgment  and  relates to  140,000  shares
previously  held by Messrs.  Larry Tate and Gerry  Pybas,  former  officers  and
directors of the Company. These shares were the subject of a final judgment in a
case (U.S.  District  Court -  Southern  District,  Texas - Case No.  H-00-1218)
between the Company and these individuals,  among others,  which was resolved on
June 28, 2000. In the final order in the matter ("Order") Messrs. Tate and Pybas
agreed to  surrender  their  shares to the Company for  retirement  to treasury.
They, however,  did not do so and on or about March 19, 2002,  attempted to sell
their shares into the market. The shares were restricted and on surrender to the
transfer  agent for the  Company  were  subjected  to the Order and  returned to
treasury in  accordance  with the Court's  instructions.  The  plaintiff  in the
pending  case claims to have a security  interest in the shares and is seeking a
judgment  declaring that the 140,000 shares  surrendered to treasury be reissued
to it.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The  Common  Stock is  presently  traded in the  over-the-counter  market and is
listed on the Pink Sheets maintained by the National Quotation Bureau, Inc., and
on the Bulletin  Board  maintained  by the National  Association  of  Securities
Dealers,  Inc. (NASD), under the symbol CNHC. The following table sets forth the
range of high and low bid  quotations  for the common stock during each calendar
quarter  beginning  April 1, 2001,  and ending March 31, 2003.  The figures have
been rounded to the nearest whole cent.

                        High Bid Low Bid High Ask Low Ask
<TABLE>
<CAPTION>
<S>                            <C>                 <C>                <C>            <C>
June 30, 2001                  0.70                0.50               4.00           1.20
September 30, 2001             0.90                0.30               1.30           0.50
December 31, 2001              0.80                0.60               1.30           0.50
March 31, 2002                 2.60                0.60               4.50           0.80

June 30, 2002                  2.00                0.80               4.50           1.00
September 30, 2002             3.00                0.80               5.10           0.90
December 31, 2002              1.00                0.30               2.00           0.70
March 31, 2003                 0.65                0.15               1.20           0.20
</TABLE>

The  above  prices  were  obtained  from  the  NASD.  The  quotations  represent
inter-dealer quotations without retail mark-up, mark-down or commission, and may
not  necessarily  represent  actual  transactions.  These  quotations  have been
retroactively  adjusted  to reflect a reverse one for ten (1:10)  capital  share
split  which  became  effective  at the end of the final  quarter  of the fiscal
period  covered by this  report.  On June 30, 2003,  the closing  inside bid and
asked prices  quoted on the Bulletin  Board for the common shares were $1.60 and
$1.80, respectively.

On June 30, 2003, there were approximately  4,001,175 common shares outstanding.
These were held by 581 shareholders of record and included  restricted shares of
2,003,895.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OR PLAN OF OPERATION

The  following  discussion  should  be read in  conjunction  with the  Financial
Statements and notes thereto.

Operations:

The Company had no revenues,  operating or otherwise, for the three fiscal years
ended March 31, 2003. All expenses during these periods were  administrative  in
nature and immaterial in amount.

Liquidity and Capital Resources:

The Company had no  liquidity  sources  from fiscal 1990 through the fiscal year
ended  March  31,  2003,  other  than the  extension  of credit  from  officers,
directors  and  creditors.  In order  to  advance  its  current  business  plan,
management  is  attempting  to  raise  private  venture  capital.  There  are no
commitments  for such at present;  however,  management  has been in discussions
with one investment  banking firm for the purpose of raising private  investment
capital. No commitment has yet been received.

Federal Income Tax Aspects of Investment in the Company:

The discussion contained herein has been prepared by the Company and is based on
existing  law  as  contained  in  the  Code,   amended  United  States  Treasury
Regulations ("Treasury Regulations"), administrative rulings and court decisions
as of the date of this  Annual  Report.  No  assurance  can be given that future
legislative  enactments,  administrative  rulings  or court  decisions  will not
modify the legal basis for  statements  contained in this  discussion.  Any such
development may be applied retroactively to transactions  completed prior to the
date thereof,  and could contain  provisions  having an adverse  affect upon the
Company and the holders of the Common Stock. In addition,  several of the issues
dealt with in this summary are the subjects of proposed and  temporary  Treasury
Regulations.  No assurance can be given that these  regulations  will be finally
adopted in their present form.

Forward Looking Statement:

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations  includes  a  number  of  forward-looking   statements  that  reflect
Management's   current  views  with  respect  to  future  events  and  financial
performance. Those statements include statements regarding the intent, belief or
current  expectations  of the Company and members of its management team as well
as the assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking  statements are not guarantees of future
performance  and involve  risk and  uncertainties,  and that actual  results may
differ materially from those  contemplated by such  forward-looking  statements.
Readers are urged to carefully review and consider the various  disclosures made
by the Company in this report and in the Company's  other reports filed with the
Securities  and  Exchange  Commission.  Important  factors  currently  known  to
Management  could  cause  actual  results  to differ  materially  from  those in
forward-looking  statements.  The Company  undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated  events or changes in the future  operating  results over time.
The Company believes that its assumptions are based upon reasonable data derived
from and known about its business and operations and the business and operations
of the Company.  No assurances are made that actual results of operations or the
results of the Company's future  activities will not differ  materially from its
assumptions.

ITEM 7.  FINANCIAL STATEMENTS

The  financial  statements  are  included  beginning  at F-1.  See  Index to the
Financial Statements.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL

PERSONS

Directors and Executive Officers.

The following table sets forth all current  directors and executive  officers of
the CNHC and Corvero, as well as their ages:
<TABLE>
<CAPTION>
   Name                             Age              Position with Company *

<S>                                  <C>             <C>
Jim Miller                           43              Chairman of the Board of Directors and Chief Executive
                                                     and President of CNHC and Corvero

Greg Royal                           37              Director and Vice-President/Chief Technology Officer
                                                     of CNHC and Corvero

Cindy Garr                           43              Director and Vice-President-Operations of CNHC and Covero

Derek Downs                          35              Vice-President of Marketing and Development of Corvero

Li Su                                42              Vice-President of Software Engineering for Corvero

Fred Fickling                        50              Vice-President of Professional Services for Corvero

Lisa Anderson                        41              Controller/Treasurer for CNHC and Corvero
</TABLE>

* No current director has any arrangement or  understanding  whereby they are or
will be selected as a director or nominee.

The executive officers hold office until the next annual meeting of shareholders
and until their respective successors have been duly elected and qualified.  The
officers are elected by the Board of Directors at its annual meeting immediately
following the shareholders'  annual meeting and hold office until their death or
until they earlier  resign or are removed  from office.  There are no written or
other contracts providing for the election of directors or term of employment of
executive officers, all of whom serve on an at will basis.

The Board of Directors of CNHC currently consists of three members,  Jim Miller,
Greg  Royal  and Cindy  Garr.  The  Company  does not have any  standing  audit,
nominating or  compensation  committees,  or any committees  performing  similar
functions.  The board will meet  periodically  throughout  the year as necessity
dictates.  No current director has any arrangement or understanding whereby they
are or will be selected as a director or nominee.

Corvero has now  assembled a management  team which it feels to be fully capable
of exploiting the XBridge Technology. These individuals are:

         Jim Miller,  CEO/President --- Previous President /CEO of T3, a systems
         integrator to enterprise-scale companies across the Aerospace,  Energy,
         Oil/Gas, Pharmaceutical,  Manufacturing and Chemical industries. He was
         also CFO/COO in an application and network  solutions company providing
         outsourced data management and mission-critical networking solutions to
         IBM and other F500  clients.  His  experience  in  establishing  large,
         strategic partnering relationships, developing joint-venture agreements
         and  managing   organizations   from  start-up  through   international
         expansion will be critical to execution of Corvero's  growth  strategy.
         Mr.  Miller  attended  the  University  of  Florida  from 1978 to 1982,
         receiving a Bachelor's of Science in Finance.  Mr. Miller also attended
         the University of North Florida in Jacksonville from 1985 through 1988,
         receiving an MBA.

         Greg  Royal,  VP/CTO --- Greg has 15 years of IT Sales,  Marketing  and
         Management experience in New Zealand,  Australia and the United States.
         Greg is the founder of XBridge Software (the company  licensing Corvero
         the  technology)  and  the  inventor  of the  Convergence  Platform(TM)
         technology.  He has held Senior  Sales & Marketing  positions  at Sycom
         Office Equipment, Eagle Technology, Network General Corp. (NASDAQ:NETG)
         and Network Associates Inc (NASDAQ:NETA). Greg has system certification
         with Compaq,  IBM, Novell and Hewlett Packard.  He also has significant
         experience in designing and deploying large scale IT systems  including
         experience  in Banking and  Finance,  Government,  Retail and  Property
         Services.  Greg has invented and filed four  following  patents in 1999
         and 2000.  He is  responsible  for the  patent  portfolio  for  XBridge
         Software.  Mr. Royal attended  Victoria  University in Wellington,  New
         Zealand,  where he studied  computer  science.  He received an MBA from
         Rushmore University in Dakota Dunes, South Dakota, in 1999.

         Li Su,  VP of  Engineering  --- Li has over 17  years  of  professional
         experience diversified into many industries.  Most recently as Director
         of Supply Chain Collaboration, he led a software development group with
         multiple  teams  developing B2B software  products at i2  Technologies.
         Prior to i2, Li had held various  technical  positions as Senior Member
         Technical  Staff,   Chief   Technologist,   and  Systems  Architect  at
         GTE/Verizon, Rockwell International,  Target Corp., Seagate Technology,
         and  Control  Data Corp.  Li  received a  bachelor  degree in  Computer
         Engineering from South China Institute of Technology, a bachelor degree
         in Computer  Science from University of Minnesota,  and a master degree
         in  Executive  Business   Administration  (EMBA)  from  The  School  of
         Management, University of Texas at Dallas.

         Derek  Downs,  VP of  Marketing  & Business  Development  ---  Previous
         executive   roles  in  marketing   and  business   development   at  i2
         Technologies, senior executive roles with several technology consulting
         firms, and before that as Director of Alliances at Baan Company. He has
         over 14 years experience in sales,  marketing and alliances,  with 8 of
         those years specific to the technology industry--including  consulting,
         software and hardware companies. Derek graduated from the University of
         Eastern  New  Mexico in 1990 with a BBA degree in  Marketing  and a BBA
         degree in Business Administration.

         Fred Fickling,  VP of  Professional  Services  ---Previous  Director of
         Business   Solutions  for  ObjectSpace,   specializing  in  distributed
         computing  applications.  Director  of  ERP  outsourcing  services  for
         Atosorigin  where he was  responsible for developing its North American
         ERP Outsourcing business. He has directed global SAP implementations in
         the chemicals and explosives manufacturing  industries. In addition, he
         has over 12 years  of  senior  management  experience  in the  chemical
         manufacturing  Industry,  where he was  responsible for a multi-million
         dollar  chemical  manufacturing  and  distribution  business  in  South
         Africa.  Fred graduated from the University of Cape Town,  South Africa
         in 1975 with a BSc in Chemical  Engineering and also received a general
         business  degree  from the  University  of  Witwatersrand's  School  of
         Business Leadership in Johannesburg, South Africa in 1986.

         Cindy Garr, VP of Operations --- Ms. Garr has over 20 years  experience
         in the IT industry in both Development and Senior Management  positions
         at Mercury Interactive and Boole & Babbage. Most recently she served as
         President  for WAVS  Inc.,  a company  that  specializes  in  automated
         testing of wireless devices. Previously, Ms. Gar served as a founder of
         a  Telecom  Consultancy  Firm and is one of the  original  founders  of
         XBridge.  She has been  affiliated  with the XBridge its  inception  in
         1999.

         As a senior level executive,  Ms. Garr has lead large-scale engagements
         with Pacific Bell, US West, and SBC. She provides extensive  experience
         in the management of technology people, both sales and engineering. Ms.
         Garr has also been  responsible for the creation of several  successful
         Channel  Partner  programs for numerous  companies.  She graduated from
         Brookhaven College with a degree in Business Management.

         Lisa Anderson, Controller --- Ms. Anderson has over 10 years of tax and
         general  audit  experience  through  various  assignments  for regional
         accounting firms in Dallas, TX. She is a registered CPA in the state of
         Texas and graduated from the University of Texas,  Austin, in 1983 with
         a BBA degree in Accounting.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

        Section  16(a) of the Exchange  Act,  requires the  Company's  officers,
directors and persons who  beneficially  own more than ten percent of the Common
Stock to file reports of securities ownership and changes in such ownership with
the Securities and Exchange Commission. Officers, directors and greater than ten
percent  beneficial  owners  also  are  required  by  rules  promulgated  by the
Securities  and  Exchange  Commission  to furnish the Company with copies of all
Section 16(a) forms they file.

ITEM 10.  EXECUTIVE COMPENSATION

No compensation was paid to the Board of Directors or executive  officers of the
Company in their capacities as such during the fiscal years ended March 31, 2003
and  2002.  Neither  the  Company  nor  Corvero  presently  have any  employment
agreements  with their  employees,  although  Corvero  has begun the  process of
negotiating with its employees in order to obtain such  agreements.  No terms or
conditions, however, have yet been agreed.

ITEM 11.  SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders:

The table below sets forth  information  as to each person  owning of record (or
who  was  known  by  the  Company  to  own  beneficially)  more  than  5% of the
outstanding common stock at June 30, 2003. The number of outstanding shares does
not include any options  because the strike price of the options  outstanding is
approximately  three times the current  trading price.  This table also includes
information  as to the  ownership of the common  shares by each of the directors
and executive officers of the Company, as well as by the directors and executive
officers  as a group.  Except  as  otherwise  indicated,  all  shares  are owned
directly,  and the persons  named in the table have sole  voting and  investment
power with respect to shares shown as beneficially owned by them.

Name and Address                            Nature of        Shares
of Beneficial Owners                        Ownership         Owned      Percent

Cynthia Jared                               Direct           400,000       9.97%
8490 E. Crescent Parkway, Suite 375
Greenwood Village, CO  80111

Lynn Elliott                                Direct           400,000       9.97%
4953 Thunder Rd.
Dallas, TX  75244

XBridge Software, Inc.                      Direct         2,000,000      49.99%
17304 Preston Rd. Ste. 975
Dallas, TX  75252

All Executive Officers and

Directors as a Group                        Direct                 0       0.00%

                                            Indirect       2,000,000     49.99%*


*The executive  officers and directors as a group own a controlling  interest in
this entity.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On May 5, 2003, Corvero Networks,  Inc. was formed by CNH Holdings as a
wholly-owned  subsidiary to acquire the use of certain  technology  known as the
XBridge Technology.  The acquisition was accomplished by entering into a license
agreement  with XBridge  Software,  Inc.  Various  officers and directors of CNH
Holdings own a controlling interest in XBridge Software, Inc.

         The license  agreement  resulted in XBridge licensing to Corvero all of
XBridge's right,  title, and interest in and to a software program.  The Company
issued 500,000 "restricted" common shares of its stock to XBridge as a licensing
fee and Corvero is obligated to pay royalties based upon gross revenue.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:  10.1 - License Agreement;  10.2 - Asset Purchase  Agreement.  All
other exhibits were previously filed with the Registration  Statements on Form S
18 (No.  33 17008 NY) and Form S 1 (No. 33 29899) and with the Forms 10KSB filed
previous to this report.

(b) Reports on Form 8-K: None.

ITEM 14. CONTROLS AND PROCEDURES

         The Company's Chief Executive  Officer and Chief Financial Officer have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  annual  report  on Form  10-KSB,  that  the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

                  (i) this  annual  report on Form  10-KSB  contains  any untrue
                  statement of a material fact or omits 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 on Form 10-KSB, and

                  (ii) the financial statements, and other financial information
                  included in this annual report on Form 10-KSB,  fairly present
                  in all material respects the financial  condition,  results of
                  operations  and cash flows of the Company as of, and for,  the
                  periods presented in this annual report on Form 10-KSB.

         There  have  been no  significant  changes  in the  Company's  internal
controls or in other factors since the date of the Chief Executive Officer's and
Chief  Financial  Officer's  evaluation  that could  significantly  affect these
internal controls,  including any corrective actions with regards to significant
deficiencies and material weaknesses.

                                   SIGNATURES

In accordance  with the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, registrant has duly caused this report to be signed on its
behalf by the undersigned,  thereunto duly authorized,  in Dallas,  Texas,  this
30th day of June, 2003.

CNH HOLDINGS COMPANY
(Registrant)



By:   /s/ Jim Miller
   ---------------------------------
      Jim Miller, Chief Executive Officer

By:   /s/ Lisa Anderson
   ---------------------------------
      Lisa Anderson, Chief Financial
      and Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
as been signed below by the following  person on behalf of the registrant in the
capacity on this 30th day of June, 2003

/s/ Jim Miller
---------------------------------
Jim Miller, Director

/s/ Cindy Garr
---------------------------------
Cindy Garr

/s/ Greg Royal
---------------------------------
Greg Royal

I,       Jim Miller  certify that:

         1.       I have  reviewed  this  annual  report  on form  10-KSB of CNH
                  Holdings Company, Inc.,

         2.       Based on my knowledge, this annual report does not contain any
                  untrue  statement  of a  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   officers  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 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 prior to
                  the filing date of this annual report (the "evaluation date");
                  and

         C)       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the evaluation date;

         5.       The  registrant's   other  certifying   officers  and  I  have
                  disclosed,  based  on  our  most  recent  evaluation,  to  the
                  registrant's  auditors and the audit committee of 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   officers  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: June 30, 2003

/s/    Jim Miller

Jim Miller
Chief Executive Officer

I,       Lisa Anderson, certify that:

         1.       I have  reviewed  this  annual  report  on form  10-KSB of CNH
                  Holdings Company, Inc.,

         2.       Based on my knowledge, this annual report does not contain any
                  untrue  statement  of a  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   officers  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 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 prior to
                  the filing date of this annual report (the "evaluation date");
                  and

         C)       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the evaluation date;

         5.       The  registrant's   other  certifying   officers  and  I  have
                  disclosed,  based  on  our  most  recent  evaluation,  to  the
                  registrant's  auditors and the audit committee of 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   officers  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: June 30, 2003

 /s/    Lisa Anderson

Lisa Anderson

Chief Financial and Accounting Officer


<PAGE>
                           CNH HOLDINGS COMPANY, INC.

                          (A Development Stage Company)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                             MARCH 31, 2003 AND 2002


<PAGE>

<TABLE>
<CAPTION>
CONTENTS

                                                                                                          Page

<S>                                                                                                        <C>
Independent Auditor's Report...............................................................................F - 1

Balance Sheets

   March 31, 2003 and 2002.................................................................................F - 2

Statements of Operations for the

  Years Ended March 31, 2003 and 2002......................................................................F - 3

Statement of Stockholders' Equity

   Since April 15, 1987 (Inception) to March 31, 2003......................................................F - 4

Statements of Cash Flows for the

   Years Ended March 31, 2003 and 2002.....................................................................F - 9

Notes to Financial Statements............................................................................ F - 10
</TABLE>

























<PAGE>





                          INDEPENDENT AUDITOR'S REPORT


CNH Holdings Company, Inc.
(A Development Stage Company)

         We  have  audited  the  accompanying  balance  sheets  of CNH  Holdings
Company,  Inc. (a development  stage company) as of March 31, 2003 and 2002, and
the related  statements of  operations  and cash flows for the years ended March
31, 2003 and 2002, and the statement of stockholders' equity from April 15, 1987
(inception) to March 31, 2003. 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 audits 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  financial  position  of CNH  Holdings
Company,  Inc. (a development  stage company) as of March 31, 2003 and 2002, and
the results of its  operations  and its cash flows for the years ended March 31,
2003 and 2002 and the  statement  of  stockholders'  equity  from April 15, 1987
(inception) to March 31, 2003 in conformity with accounting principles generally
accepted in the United States of America.

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 3 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

                                                   Respectfully submitted,

                                                   /S/ ROBISON, HILL & CO
                                                   Certified Public Accountants

Salt Lake City, Utah
June 30, 2003

                                      F - 1


<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                   March 31,
                                                                     -------------------------------------
                                                                           2003                2002
                                                                     -----------------  ------------------

<S>                                                                  <C>                <C>
Assets:                                                              $               -  $                -
                                                                     =================  ==================

Liabilities:                                                         $           4,166  $              580
   Accounts Payable                                                              6,454               5,265
                                                                     -----------------  ------------------
   Shareholder Loan

                                                                                10,620               5,845
                                                                     -----------------  ------------------
    Total Liabilities

Stockholders' Equity:
  Common Stock, Par value $.001

     Authorized 10,000,000 shares,
     Issued 1,561,177 shares at March 31, 2003 and

     1,561,177 at March 31, 2002                                                 1,561               1,561
  Paid-In Capital                                                              207,786             207,786
  Retained Deficit                                                                (400)               (400)
  Deficit Accumulated During the Development Stage                            (219,567)           (214,792)
                                                                     -----------------  ------------------

     Total Stockholders' Equity                                                (10,620)             (5,845)
                                                                     -----------------  ------------------

     Total Liabilities and

       Stockholders' Equity                                          $               -  $                -
                                                                     =================  ==================
</TABLE>












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

                                      F - 2


<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                            Cumulative
                                                                                              Since
                                                                                             January
                                                                                             1, 1992
                                                         For the year ended                inception of
                                                              March 31,                    development
                                                -------------------------------------
                                                      2003                2002                stage
                                                -----------------  ------------------  --------------------
<S>                                             <C>                <C>                 <C>
Revenues:                                       $               -  $                -  $                  -

Expenses:                                                   4,775               5,845               219,567
                                                -----------------  ------------------  --------------------

     Net Loss                                   $          (4,775) $           (5,845) $           (219,567)
                                                -----------------  ------------------  --------------------

Basic & Diluted loss per share                  $               -  $                -
                                                =================  ==================
</TABLE>

























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

                                      F - 3


<PAGE>


                           CNH HOLDINGS COMPANY, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
               SINCE APRIL 15, 1987 (INCEPTION) TO MARCH 31, 2003
<TABLE>
<CAPTION>
                                                                                                                         Deficit
                                                                                                                       Accumulated
                                                                                                                      Since January
                                                                                                                        1, 1992
                                                                                                                      Inception of
                                          Preferred Stock          Common Stock             Paid-In      Retained      Development
                                        Shares    Par Value      Shares      Par Value      Capital       Deficit         Stage
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

<S>                                  <C>          <C>          <C>           <C>           <C>           <C>           <C>
Balance at April 15, 1987 ........          - $         --            - $           - $           - $           - $          --
(Inception)

Common Stock Issued for Cash
April 15, 1987 ...................         --           --         21,000            21    (4,087,986)         --            --

Net Income .......................         --           --           --            --            --       4,620,390          --
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

Balance at March 31, 1988 ........         --           --         21,000            21    (4,087,986)    4,620,390          --

Retroactive Adjustment for 1:10
Reverse Stock Split May 31, 2003 .         --           --        (18,900)          (19)           19          --            --
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

Restated Balance at March 31, 1988         --           --          2,100             2    (4,087,967)    4,620,390          --
Common Stock Issued for Cash
January 29, 1988 .................         --           --            461             1       934,571          --            --

Net Loss .........................         --           --           --            --            --        (180,242)         --
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

Balance at March 31, 1989 ........         --           --          2,561             3    (3,153,396)    4,440,148          --

Restated Balance at March 31, 1988         --           --          2,100             2    (4,087,967)    4,620,390          --
</TABLE>



                                                                   F - 4


<PAGE>

                           CNH HOLDINGS COMPANY, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
               SINCE APRIL 15, 1987 (INCEPTION) TO MARCH 31, 2003
<TABLE>
<CAPTION>
                                                                                                                         Deficit
                                                                                                                       Accumulated
                                                                                                                      Since January
                                                                                                                        1, 1992
                                                                                                                      Inception of
                                          Preferred Stock          Common Stock             Paid-In      Retained      Development
                                        Shares    Par Value      Shares      Par Value      Capital       Deficit         Stage
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

<S>                                  <C>          <C>          <C>           <C>           <C>           <C>           <C>
Common Stock Exchanged on 1:1
Basis for Preferred Stock
July 20, 1989 ....................     11,000 $           11        (1,100)  $       (1)   $      --     $     --       $    --

Common Stock Issued for Services
April 30, 1989 ...................         --           --             36          --           9,000          --            --

Common Stock Issued for Exercise
of Warrants May 28, 1989 .........         --           --             71          --         628,242          --            --

Common Stock Issued for Cash
May 28, 1989 .....................         --           --            288          --       3,450,000          --            --

Stock issuance costs .............         --           --           --            --        (934,330)         --            --

Net Income .......................         --           --           --            --            --         136,980          --
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

Balance at March 31, 1990 ........       11,000           11        1,856             2          (484)    4,577,128          --
</TABLE>



                                      F - 5


<PAGE>


                           CNH HOLDINGS COMPANY, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
               SINCE APRIL 15, 1987 (INCEPTION) TO MARCH 31, 2003
<TABLE>
<CAPTION>
                                                                                                                         Deficit
                                                                                                                       Accumulated
                                                                                                                      Since January
                                                                                                                        1, 1992
                                                                                                                      Inception of
                                          Preferred Stock          Common Stock             Paid-In      Retained      Development
                                        Shares    Par Value      Shares      Par Value      Capital       Deficit         Stage
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

<S>                                  <C>          <C>          <C>           <C>           <C>           <C>           <C>
Common Stock Issued for Cash
June 1, 1990 .....................         --      $    --             50    $     --      $      500    $     --      $     --

Net Loss .........................         --           --           --            --            --      (4,577,147)         --
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

Balance at March 31, 1991 - 1996 .       11,000           11        1,906             2            16           (19)         --

Preferred Stock Exchanged on 1:1
Basis for Common Stock
April 1, 1996 ....................      (11,000)         (11)       1,100             1          --            --            --

Common Stock Issued for Services
May 3, 1996 ......................         --           --         36,994            37           344          --            --

Net Loss .........................         --           --           --            --            --            (381)         --
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

Balance at March 31, 1997 ........         --           --         40,000            40           360          (400)         --

Common Stock Issued for Services
December 1, 1997 .................         --           --         55,000            55       228,945          --            --

Net Loss .........................         --           --           --            --            --            --        (129,000)
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

Balance at March 31, 1998 ........         --           --         95,000            95       229,305          (400)     (129,000)
</TABLE>

                                     F - 6

<PAGE>

                           CNH HOLDINGS COMPANY, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
               SINCE APRIL 15, 1987 (INCEPTION) TO MARCH 31, 2003
<TABLE>
<CAPTION>

                                                                                                                         Deficit
                                                                                                                       Accumulated
                                                                                                                      Since January
                                                                                                                        1, 1992
                                                                                                                      Inception of
                                          Preferred Stock          Common Stock             Paid-In      Retained      Development
                                        Shares    Par Value      Shares      Par Value      Capital       Deficit         Stage
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

<S>                                  <C>          <C>          <C>           <C>           <C>           <C>           <C>
Acquisition of Southport
Environmental June 15, 1998 ......    200,000 $        2,000      600,000    $      600    $    5,400    $     --      $     --

Common Stock Issued for Expenses
June 15, 1998 ....................         --           --         30,941            31       353,323          --            --

Net Loss .........................         --           --           --            --            --            --        (632,422)
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

Balance at March 31, 1999 ........      200,000        2,000      725,941           726       588,028          (400)     (761,422)
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

Southport Environmental Recission
January 13, 2000 .................     (188,000)      (1,880)    (502,000)         (502)     (458,972)         --         632,422

Preferred Stock Exchanged on 1:1000
Basis for Common Stock

March 1, 2000 ....................      (12,000)        (120)   1,200,000         1,200        (1,080)         --            --

Common Stock Issued for Stock
Options Exercised March 1, 2000 ..         --           --         73,236            73           (73)         --            --

Net Loss .........................         --           --           --            --            --            --            --
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

Balance at March 31, 2000 ........         --           --      1,497,177         1,497       127,903          (400)     (129,000)
</TABLE>

                                     F - 7

<PAGE>

                           CNH HOLDINGS COMPANY, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
               SINCE APRIL 15, 1987 (INCEPTION) TO MARCH 31, 2003
<TABLE>
<CAPTION>
                                                                                                                         Deficit
                                                                                                                       Accumulated
                                                                                                                      Since January
                                                                                                                        1, 1992
                                                                                                                      Inception of
                                          Preferred Stock          Common Stock             Paid-In      Retained      Development
                                        Shares    Par Value      Shares      Par Value      Capital       Deficit         Stage
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

<S>                                  <C>          <C>          <C>           <C>           <C>           <C>           <C>
Common Stock Issued for Services
September 30, 2000 ...............         --     $     --         64,000    $       64    $   79,883    $     --      $     --

Net Loss .........................         --           --           --            --            --            --         (79,947)
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

Balance at March 31, 2001 ........         --           --      1,561,177         1,561       207,786          (400)     (208,947)

Capital contributed by shareholders'       --           --           --            --            --            --            --

Net loss .........................         --           --           --            --            --            --          (5,845)
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

Balance at March 31, 2002 ........         --           --      1,561,177         1,561       207,786          (400)     (214,792)

Capital contributed by shareholders'       --           --           --            --            --            --            --

Net loss .........................         --           --           --            --            --            --          (4,775)
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------

Balance at March 31, 2003 ........         --     $     --      1,561,177    $    1,561    $  207,786    $     (400)   $ (219,567)
                                     ==========   ==========   ==========    ==========    ==========    ==========    ==========
</TABLE>




    The accompanying notes are an integral part of these financial statements

                                      F - 8


<PAGE>

                           CNH HOLDINGS COMPANY, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                   Cumulative
                                                                                                      Since
                                                                                                 January 1,1992
                                                          For the years ended inception of
                                                                     March 31,                     development
                                                        ------------------------------------
                                                               2003               2002                stage
                                                        ------------------  ----------------   -------------------
CASH FLOWS FROM OPERATING

ACTIVITIES:

<S>                                                     <C>                 <C>                <C>
Net Loss                                                $           (4,775) $         (5,845)  $          (219,567)
Common Stock Issued for Services                                         -                 -                79,947
Increase (Decrease) in accounts payable                              3,586               580                 4,166
                                                        ------------------  ----------------   -------------------
  Net Cash Used in operating activities                             (1,189)           (5,265)             (135,454)
                                                        ------------------  ----------------   -------------------

CASH FLOWS FROM INVESTING

ACTIVITIES:

Purchase of plant, property, & equipment                                 -                 -                     -
                                                        ------------------  ----------------   -------------------
 Net cash provided by investing activities                               -                 -                     -
------------------------------------------                               -                 -                     -
                                                        ------------------  ----------------   -------------------

CASH FLOWS FROM FINANCING

ACTIVITIES:

Sale of common stock                                                     -                 -               129,000
Loan from shareholder                                                1,189             5,265                 6,454
                                                        ------------------  ----------------   -------------------
 Net Cash Provided by Financing Activities                           1,189             5,265               135,454
                                                        ------------------  ----------------   -------------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                              -                 -                     -
Cash and Cash Equivalents
  at Beginning of Period                                                 -                 -                     -
                                                        ------------------  ----------------   -------------------
Cash and Cash Equivalents
  at End of Period                                      $                -  $              -   $                 -
                                                        ==================  ================   ===================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:

  Interest                                              $                -  $              -  $                  -
  Franchise and income taxes                            $                -  $              -  $                500

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None::

None
</TABLE>

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

                                      F - 9


<PAGE>


                           CNH HOLDINGS COMPANY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     THE YEARS ENDED MARCH 31, 2003 and 2002

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This summary of accounting  policies for CNH Holdings Company,  Inc. is
presented to assist in understanding  the Company's  financial  statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Organization and Basis of Presentation

         I.S.B.C.  Corp.  was  incorporated  in Delaware on April 15,  1987.  On
January 29, 1988, I.S.B.C. Corp. completed a public offering of 800,000 units at
a price of $.50 per unit,  consisting  of one  share of  common  stock and three
redeemable warrants. All unexercised warrants have now expired.

         On June 27, 1988,  I.S.B.C.  Corp.  exchanged  21,000,000 shares of its
common stock for all of the outstanding  shares of Coral Group, Inc.  Subsequent
to the exchange of stock,  I.S.B.C.  Corp.  changed its name to Coral Companies,
Inc.  Coral  Group,  Inc. was  incorporated  on March 12,  1984,  and  commenced
operations  in November  1984.  Coral  Group,  Inc.'s  primary  business was the
marketing of computer  hardware and  software,  as well as providing  consulting
services,  installation support,  training programs and software maintenance for
its customers.  Since the shareholders of Coral Group, Inc. owned  approximately
85% of  Coral  Companies,  Inc.,  immediately  after  the  exchange,  the  stock
exchanges was accounted for as a reverse acquisition of Coral Companies, Inc. by
Coral Group, Inc. The Company, subsequent to the acquisition of the Coral Group,
changed its name to CNH Holdings Company and changed its domicile to Nevada.

         The Company previously had outstanding a class of preferred stock which
was entitled to one vote per share,  was not  entitled to receive any  dividends
that may have been declared and had a liquidation  preference of $.02 per share.
The  preferred  stock  was  previously   converted  to  common  stock,  and  the
liquidation preference of $220,000 was reclassified from preferred stockholders'
equity to common stockholders' equity.

         On May 30,  1996,  the Company  effected a reverse 1 for 1,000  capital
share split. Concurrently,  the authorized number of common shares was increased
to 10,000,000,  $.001 par value per share and 1,000,000  preferred shares,  $.01
par value. After the split, there were 400,000 common shares outstanding.

         On  December  9,  1997,  the  Company  entered  into  a  reorganization
agreement  (DRC  Reorganization  Agreement)  with  GNC  Corporation,   a  Nevada
corporation  (GNC),  and the sole  shareholder  of GNC, that being DRC,  Inc., a
Nevada  corporation (DRC) pursuant to which the Company agreed to acquire all of
the outstanding proprietary interest of GNC in a share-for-share  exchange which
subsequently  resulted in GNC becoming a wholly-owned  subsidiary of the Company
and DRC  acquiring  control of the  company  through  its share  ownership.  The
acquisition  was  rescinded  due to the  failure of GNC and DRC to  deliver  the
required financial statements.

                                     F - 10


<PAGE>


                           CNH HOLDINGS COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     THE YEARS ENDED MARCH 31, 2003 and 2002
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Organization and Basis of Presentation (Continued)

         On June 15, 1998, the Company  acquired  Southport  Environmental  in a
share for share exchange, which resulted in the Company issuing 6,000,000 common
shares and 200,000 preferred shares. Concurrent with the acquisition there was a
change  in  control  and  management  of  the  company.   This  acquisition  was
subsequently  rescinded  on June 27,  2000,  by the  Federal  District  Court in
Houston,  Texas. The Court formally  rescinded the SEDI acquisition,  as well as
another  acquisition and the formation of a subsidiary,  all of which reportedly
took place in fiscal 2000. The Court also rescinded all actions of the board and
executive  officers of the Company from June 14, 1998,  through  April 19, 2000,
and put the Company in the position  which it occupied at June 14,  1998,  as if
none of the actions  which had  occurred  since that time had  transpired.  As a
result,  the Company had no assets and no  liabilities  at March 31,  2000.  The
Court also  required the return of 6,711,501  shares of common stock to treasury
by affiliates of SEDI, including 5,020,000 issued in the SEDI acquisition.

         Since January 1, 1992, the Company is in the development stage, and has
not commenced planned principal operations.

Nature of Business

         The company has no  products  or  services  as of March 31,  2003.  The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  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.

                                     F - 11


<PAGE>

                           CNH HOLDINGS COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     THE YEARS ENDED MARCH 31, 2003 and 2002
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Loss per Share

         The  reconciliations  of the numerators and  denominators  of the basic
loss per share computations are as follows:
<TABLE>
<CAPTION>
                                                                                                    Per-Share
                                                              Income              Shares              Amount
                                                           (Numerator)         (Denominator)

                                                                   For the year ended March 31, 2003
<S>                                                     <C>                           <C>        <C>
Basic Loss per Share
Loss to common shareholders                             $           (4,775)           1,561,177  $                -
                                                        ==================  ===================  ==================

                                                                        For the year ended March 31, 2002
Basic Loss per Share
Loss to common shareholders                             $           (5,845)           1,561,177  $                -
                                                        ==================  ===================  ==================
</TABLE>

         The  effect  of   outstanding   common  stock   equivalents   would  be
anti-dilutive for March 31, 2003 and 2002 and are thus not considered.

Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign  hedging  arrangements.  The Company  maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.

NOTE 2 - INCOME TAXES

         As of March 31, 2003, the Company had a net operating loss carryforward
for income tax reporting  purposes of approximately  $220,000 that may be offset
against future taxable income through 2022. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.

                                     F - 12


<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     THE YEARS ENDED MARCH 31, 2003 and 2002
                                   (Continued)

NOTE 3 - DEVELOPMENT STAGE COMPANY

         The Company has not begun principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  Continuation of the Company as a going concern is dependent
upon obtaining the additional  working capital necessary to be successful in its
planned  activity,  and the  management of the Company has developed a strategy,
which it believes will  accomplish  this  objective  through  additional  equity
funding  and long term  financing,  which will enable the Company to operate for
the coming year.

NOTE 4 - COMMITMENTS

         As of March 31, 2003, all activities of the Company have been conducted
by corporate  officers from either their homes or business  offices.  Currently,
there  are no  outstanding  debts  owed by the  company  for  the  use of  these
facilities and there are no commitments for future use of the facilities.

NOTE 5 - STOCK SPLIT

         On March 31, 2003,  the Board of  Directors  declared a 10 to 1 reverse
stock split of the Company's common stock. As a result of the split,  14,050,597
shares were canceled. All references in the accompanying financial statements to
the number of common  shares and per share  amounts  for 2003 and 2002 have been
restated to reflect the reverse stock split.

NOTE 6 - SUBSEQUENT EVENTS

         On May 5, 2003, Corvero Networks,  Inc. was formed by CNH Holdings as a
wholly-owned  subsidiary to acquire the use of certain  technology  known as the
XBridge Technology.  The acquisition was accomplished by entering into a license
agreement  with XBridge  Software,  Inc.  Various  officers and directors of CNH
Holdings own a controlling interest in XBridge Software, Inc.

         The license  agreement  resulted in XBridge licensing to Corvero all of
XBridge's right,  title, and interest in and to a software program.  The Company
issued 500,000 "restricted" common shares of its stock to XBridge as a licensing
fee and Corvero is obligated to pay royalties based upon gross revenue.

NOTE 7 - LEGAL PROCEEDINGS

         On May 1, 2003,  the  Company  was sued by  Regions  Bank in the United
State District Court for the Southern District of Texas (Houston Division,  Case
No. H-03-1469). The complaint has not yet been served on the Company; therefore,
the case has not  actually  commenced  and no  answer is yet due,  although  the
Company,  if  required  to answer  after  service,  will  defend  the  complaint
vigorously as the Company feels there is no merit to the allegations.

         The Complaint seeks a declaratory  judgement and related 140,000 shares
previously  held by Messrs.  Larry Tate and Gerry  Pybas,  former  officers  and
directors of the Company. These shares

                                     F - 13


<PAGE>


                           CNH HOLDINGS COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     THE YEARS ENDED MARCH 31, 2003 and 2002
                                   (Continued)

NOTE 7 - LEGAL PROCEEDINGS (Continued)

were the subject of a final  judgement  in a case  between the Company and these
individuals,  among  others,  which was resolved on June 28, 2000.  In the final
order in the matter,  Messrs. Tate and Pybas agreed to surrender their shares to
the Company for retirement to treasury.  They, however,  did not do so and on or
about March 19, 2002, attempted to sell their shares into the market. The shares
were  restricted  and on surrender  to the  transfer  agent for the Company were
subject to the order and  returned to treasury  in  accordance  with the Court's
instructions.  The  plaintiff  in the  pending  case  claims to have a  security
interest  in the shares  and is seeking a  judgement  declaring  140,000  shares
surrendered to treasury be reissued to it.

                                     F - 14


<PAGE>



                                  Exhibit 99.1

                            CERTIFICATION PURSUANT TO

                                 18 U.S.C. 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of CNH Holdings  Company on Form 10-KSB
for the period ending March 31, 2003, as filed with the  Securities and Exchange
Commission on the date hereof (the  "Report"),  I, Jim Miller,  Chief  Executive
Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant
to  Section  906 of the  Sarbanes-Oxley  Act of  2002,  that,  to the best of my
knowledge and belief:

     (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 result of operations of
          the Company.

 /s/    Jim Miller

Jim Miller
Chief Executive Officer

June 30, 2003


<PAGE>

                                  Exhibit 99.2

                            CERTIFICATION PURSUANT TO

                                 18 U.S.C. 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of CNH Holdings  Company on Form 10-KSB
for the period ending March 31, 2003, as filed with the  Securities and Exchange
Commission on the date hereof (the "Report"), I, Lisa Anderson,  Chief Financial
and Accounting Officer of the Company,  certify,  pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the
best of my knowledge and belief:

     (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 result of operations of
          the Company.

 /s/    Lisa Anderson

Lisa Anderson

Chief Financial and Accounting Officer
June 30, 2003


<PAGE>

                                    EXHIBITS

Exhibit 10.1 - License Agreement

                                LICENSE AGREEMENT

THIS LICENSE AGREEMENT  ("Agreement") has been entered into this 5th day of May,
2003, for good and valuable  consideration,  the receipt and sufficiency of each
of which are  recognized.  The parties are XBridge  Software,  Inc.,  a Delaware
corporation  ("Licensor"),  and Corvero  Networks,  Inc., a Florida  corporation
("Licensee")  and, for the limited purposes  specifically set forth herein,  CNH
Holdings, Inc. a Nevada corporation ("CNH").

Section 1: Definitions; License; Royalties

1.01:  Definitions.  The  following  definitions  form an integral  part of this
Agreement:

         "Program"  means any and all right,  title and  interest in and to that
         certain software program (and concomitant  hardware platforms) known as
         "XBRDIGE  Technology"  whether used in the development,  implementation
         and  commercialization  of XML integration  solutions in the EBI and IP
         Telephony markets or otherwise.

         "Object Code" means the works pertaining to the Program which have been
         assembled or compiled in magnetic or electronic binary form on software
         media  which are  readable  and usable by  machines  but not  generally
         readable by humans without  reverse  assembly,  reverse  compiling,  or
         reverse engineering.

         "Source  Code" means the works  pertaining  to the  Program  written in
         programming languages, including all comments and procedural code, such
         as job control language  statements,  in a form intelligible to trained
         programmers  and  capable  of being  translated  into  Object  Code for
         operation on computer  equipment  through  assembly or  compiling,  and
         accompanied  by  documentation,   including  flow  charts,  schematics,
         statements of principles of  operations,  and  architecture  standards,
         describing the data flows,  data  structures,  and control logic of the
         Program in  sufficient  detail to enable a trained  programmer  through
         study of such  documentation  to maintain  and/or  modify the  Program)
         without undue experimentation.

         "Derivative  Work"  means  a  work  or  works  based  on  one  or  more
         preexisting  works,  such  as a  revision,  enhancement,  modification,
         translation, abridgement, condensation, expansion, or any other form in
         which such preexisting  works may be recast,  transformed,  or adapted,
         and  that,  if  prepared  without  authorization  of the  owner  of the
         copyright  in such  preexisting  work,  would  constitute  a  copyright
         infringement. For purposes hereof, a Derivative Work shall also include
         any compilation that incorporates such a preexisting work.

         "Inventories"  means all  inventories of (1) computer  program code (in
         all  media)  and   materials,   including  the  Program;   (2)  Program
         documentation,  including user  materials;  and (3) all other unused or
         reusable  materials,  stores, and supplies,  in each case to the extent
         used in, relating to, or arising out of the Program.

         "Technical Documentation" means all technical and descriptive materials
         (other   than   Inventory)   relating  to  the   acquisition,   design,
         development,   use,  or   maintenance  of  computer  code  and  Program
         documentation and materials.

         "Software  Contracts" means all contracts,  agreements,  licenses,  and
         other commitments and arrangements, oral or written, with any person or
         entity  respecting  the  ownership,   license,   acquisition,   design,
         development,  distribution,  marketing, use, or maintenance of computer
         program code, related technical or user  documentation,  and databases,
         in each case  relating to or arising out of the Program.  These consist
         of  licenses  with  (1)  third  parties,  (2)  development   contracts,
         work-for-hire agreements, and consulting and employment agreements; (3)
         distributorships,    dealerships,    franchises,   and   manufacturer's
         representative  contracts;  (4) licenses and sublicenses to others; and
         (5) maintenance, support, or enhancement agreements.

         "Intellectual Property" means all patents,  trademarks,  service marks,
         trade names, and copyrights  (including  registrations,  licenses,  and
         applications  pertaining thereto),  and all other intellectual property
         rights,  trade secrets, and other proprietary  information,  processes,
         and  formulae  used  in the  Program  or  otherwise  necessary  for the
         exploitation  and use of the Program  and the  conduct of the  business
         thereby.

1.02:  License of  Programs  and  Materials.  Upon the terms and  subject to the
conditions of this  Agreement,  Licensee  agrees to license from  Licensor,  and
Licensor  agrees to license to  Licensee,  all right,  title,  and  interest  of
Licensor in and to the Program,  in Object and Source Code form, for the purpose
of Licensee's  exploitation of the Program for any and all reasonable commercial
purposes. This license is exclusive and world-wide.  The term of this license is
twenty years.  This license shall include the use of all Intellectual  Property,
Software Contracts, Technical Documentation,  Inventories,  Derivative Works and
other materials  necessary to the  implementation  of the Program.  This license
shall  include,  but not be limited  to, the right to make  alternations  and/or
derivative  works  and  to  license,  sub-license,  cross-license  or  otherwise
transfer the Program (with or without  compensation) as Licensee  generally sees
fit for the  exploitation  of the same.  This license does not give the Licensee
the right to transfer or re-sell Licensor's  Intellectual Property or Trademarks
without the  consent  of,  Licensor,  which may not be  unreasonably  with-held.
Subject  to  Section  1.03  below  and  Licensor's  rights  in the  Program  and
Intellectual Property, if a Derivative Work is, or Derivative Works are, made by
Licensee, they shall remain the sole and exclusive property of Licensee.

1.03:  Consideration  and  Royalties.   Licensee  agrees  to  pay  to  Licensor,
immediately  upon obtaining  $250,000 in equity financing for its operations and
the  implementation of the business plan for the Program,  500,000  "restricted"
common shares of its parent company,  CNH equal to 25% of the total  outstanding
shares of CNHC at the execution date of this Agreement.  The parties acknowledge
that in the event the foregoing  $250,000 is not raised within 35 days following
the  date  of  this  Agreement,  that  this  Agreement  and  all of  its  terms,
conditions, obligations, representations, warranties and covenants shall be void
ab initio and that all rights  granted to  Licensee  hereunder  shall  revert to
Licensor,  and  that  and any  Definitive  Works of the  Program  or  underlying
Intellectual Property thereof,  whether created by Licensee or otherwise,  shall
be  transferred  to  Licensor.  In the event a lessor  sum is raised  within the
aforesaid  35 day period and Licensor  agrees that the sum raised is  sufficient
for the  aforesaid  purpose,  the CNH common  shares  referenced  above shall be
delivered to Licensor , the covenant to raise  $250,000 shall be waived and this
Agreement shall remain in full force and effect.

In the event the  aforesaid  $250,000  is raised,  or the  Licensor  waives said
covenant, Licensee shall pay to Licensor the following royalties ("Royalties")

1. No Royalties  shall be due to Licensor for the first  $1,000,000 in aggregate
gross revenue attributable to the Program,  Intellectual  Property or Derivative
Works thereof ("Gross Revenues");

2. A Royalty of 5% of Gross  Revenues  shall be due and  payable  for  aggregate
Gross Revenues of over $1,000,000, up to and including $2,000,000;

3. A Royalty of 4% of Gross  Revenues  shall be due and  payable  for  aggregate
Gross Revenues of over $2,000,000, up to and including $3,000,000;

4. A Royalty of 3% of Gross  Revenues  shall be due and  payable  for  aggregate
Gross Revenues of over $3,000,000, up to and including $4,000,000;

5. A Royalty of 2% of Gross  Revenues  shall be due and  payable  for  aggregate
Gross Revenues of over $4,000,000, up to and including $5,000,000; and

6. A Royalty of 1% of Gross  Revenues  shall be due and  payable  for  aggregate
Gross Revenues of over $5,000,000.

When  aggregate  Gross  Revenues  reach  $10,000,000,  Licensor shall receive an
additional  1,500,000  common shares of CNH Holdings Company . All shares of CNH
Holdings Company delivered hereunder shall not be sold or otherwise  transferred
by the Licensor prior to three years after the execution date of this Agreement.

1.04:  Payment of  Royalties.  All  Royalties  will accrue at the time  Licensee
invoices its  customer,  and will be due and payable on a monthly  basis,  on or
before the last business day of the month  following the calendar month in which
such invoices are sent by Licensee.  Licensee will also provide  Licensor with a
monthly  report within ten business  days after the end of each calendar  month,
detailing  the  amount  invoiced,  the  total  Royalty  due for the  immediately
preceding  calendar month and the calculations  used to arrive at those amounts.
All past due invoices and  royalties  will accrue  interest at the lesser of (a)
one and one-half  percent (1 1/2%) per month,  or (b) the maximum rate permitted
by applicable law, in each case, from the date due until fully paid.

1.05:  Taxes.  The amounts due to Licensor  under this  Agreement do not include
taxes,  duties or similar fees.  If Licensor is required to pay (1) sales,  use,
property,  value-added,  withholding  or other  taxes,  (2) any customs or other
duties,  or (3) any  import,  warehouse  or  other  fees,  associated  with  the
importation or delivery based on the licenses granted under this Agreement or on
Licensee's use of the Program,  Intellectual  Property or Derivative Works, then
such taxes, duties or fees will be billed to and paid by Licensee.  This Section
1.05 does not apply to taxes based on Licensor's income or payroll taxes.

1.06: Audit.  Licensee will permit Licensor,  once per year, to audit Licensee's
books and  records  related to the license and  Licensee's  exploitation  of the
Program,  Intellectual  Property and Derivative  Works, at reasonable  times and
with reasonable notice, for the purpose of verifying Licensee's adherence to the
terms and conditions of this Agreement.  Any audit requested by Licensor will be
conducted during Licensee's  regular business hours, will comply with Licensee's
normal security procedures,  and will not unreasonably interfere with Licensee's
business  operations.  All out-of-pocket  costs associated with an audit will be
paid by Licensor,  unless the audit discovers (1) that Licensee is violating the
terms and  restrictions  of the  licenses  granted in this  Agreement;  or (2) a
discrepancy of five percent (5%) or more in the royalties  reported to Licensor,
in which case all out-of-pocket costs will be paid by Licensee.

Section 2: Representation and Warranties of Licensor.

Licensor hereby represents and warrants to Licensee as follows:

2.01:  Organization.  Licensor is a  corporation  validly  existing  and in good
standing  under the laws of the State of Delaware with the  corporate  power and
authority  to  conduct  its  business  and to own and lease its  properties  and
assets.

2.02:  Power and  Authority.  Licensor  has the power and  authority to execute,
deliver,  and perform  this  Agreement,  and has taken all  necessary  corporate
action to  authorize  the  execution  and  delivery  of this  Agreement  and the
consummation  of the  transactions  contemplated  hereby.  This Agreement is the
legal, valid, and binding obligation of Licensor, enforceable in accordance with
its terms.

2.03: No Conflict. Neither the execution and delivery of this Agreement, nor the
consummation of the transactions  contemplated  hereby, will violate or conflict
with  (1) any  federal,  state,  or local  law,  regulation,  ordinance,  zoning
requirement,  governmental restriction, order, judgment, or decree applicable to
Licensor  or the  Program,  (2) any  provision  of any  charter,  bylaw or other
governing  or  organizational  instrument  of  Licensor,  or (3)  any  mortgage,
indenture,  license, instrument, trust, contract, agreement, or other commitment
or  arrangement to which Licensor is a party or by which Licensor or the Program
is bound.

2.04 Consents. No approval,  authorization,  certification,  consent,  variance,
permission, license, or permit to or from, or notice, filing, or recording to or
with,  federal,  state, or local  governmental  authorities is necessary for the
execution and delivery of this Agreement or the  consummation by Licensor of the
transactions  contemplated hereby.  Further, no such action is necessary for (1)
the execution and delivery of this Agreement or the  consummation by Licensor of
the  transactions  contemplated  hereby;  (2) the  license  to  Licensee  of the
Program, Source Code, Object Code, Intellectual Property, Inventory,  Derivative
Works,  Technical  Documentation or Software  Contracts or (3) the ownership and
use of the same.

2.05:  Title to Property.  Licensor has good and marketable  title to all of the
material assets being licensed hereby,  or otherwise has the right to grant such
licenses to Licensee.

2.06: Adequacy of Technical Documentation.  The Technical Documentation includes
the Source Code, Object Code, system documentation,  statements of principles of
operation,  and schematics for the Program, as well as any pertinent  commentary
or explanation that may be necessary to render such materials understandable and
usable  by a trained  computer  programmer.  The  Technical  Documentation  also
includes any program  (including  compilers),  "workbenches,"  tools, and higher
level (or  "proprietary")  language used for the development,  maintenance,  and
implementation of the Program.

2.07:  Contracts.  The Software Contracts constitute all contracts,  agreements,
licenses,  and other  commitments and  arrangements in effect as to the Program.
All such contracts are valid,  binding, and enforceable in accordance with their
terms  and are in full  force and  effect.  There are no  existing  defaults  by
Licensor  under any  Software  Contracts  and no act,  event,  or  omission  has
occurred that,  whether with or without  notice,  lapse of time, or both,  would
constitute a default thereunder.

2.08:  Third-Party  Components  in Software  Programs.  Licensor has validly and
effectively  obtained the right and license to use, copy, modify, and distribute
the  third-party  programming  and  materials  contained  in  the  Programs  and
Technical  Documentation  pursuant  to  the  Software  Contracts  identified  as
"licenses from third parties  (development  and/or marketing)" or "Licenses from
third  parties  (internal  use  only)."  The  Software  Programs  and  Technical
Documentation contain no other programming or materials in which any third party
may claim superior, joint, or common ownership,  including any right or license.
The Software  Programs and  Technical  Documentation  do not contain  derivative
works of any  programming  or materials not owned in their  entirety by Licensor
and included in the Assets.

2.09:  Litigation.  o  claim,  action,  suit,  proceeding,   inquiry,   hearing,
arbitration,   administrative   proceeding,   or  investigation   (collectively,
"Litigation") is pending,  or, to Licensor's best knowledge,  threatened against
Licensor, its present or former directors,  officers, or employees, or any party
to any Software Contract,  affecting,  involving,  or relating to the Program or
any of the other assets being licensed hereby and no Litigation has been brought
within the last year against Licensor affecting,  involving,  or relating to the
Program or any of the assets being licensed  hereby.  Licensor knows of no facts
that could  reasonably be expected to serve as the basis for Litigation  against
itself  (or the  Licensee),  its  present  or  former  directors,  officers,  or
employees,  or any party to the Software  Contracts,  affecting,  involving,  or
relating to the Program or any of the assets being licensed hereby.

2.10:  Court Orders,  Decrees,  and Laws.  There is no outstanding or threatened
order,  writ,  injunction,  or  decree of any  court,  governmental  agency,  or
arbitration tribunal against Licensor affecting,  involving,  or relating to the
assets which are the subject of this Agreement.  Licensor is not in violation of
any applicable  federal,  state,  or local law,  regulation,  ordinance,  zoning
requirement, governmental restriction, order, judgment, or decree. The foregoing
shall be deemed to include laws and regulations  relating to the federal patent,
copyright,  and trademark laws, state trade secret and unfair  competition laws,
and to all other applicable laws,  including equal  opportunity,  wage and hour,
and other employment matters, and antitrust and trade regulation laws.

2.11:  Sufficiency of Rights. The assets being licensed hereby constitute all of
the properties, rights, and privileges necessary for the indefinite continuation
of the  conduct of the Program in  substantially  the same manner as it has been
operated  by  Licensor  during  the  twelve  (12)-month  period  preceding  this
Agreement.

2.12:  Broker's or Finder's Fees.  Licensor has not authorized any person to act
as broker or finder or in any other  similar  capacity  in  connection  with the
transactions  contemplated  by this  Agreement  in any  manner  that may or will
impose liability on Licensee.

2.13: Disclosure. No representation,  warranty, or statement made by Licensor in
this  Agreement  contains  any  untrue  statement  or omits  to  state  any fact
necessary to make the statements  contained herein not misleading.  Licensor has
disclosed to Licensee all facts known or  reasonably  available to Licensor that
are material to the financial condition,  operation,  or prospects of the assets
being licensed hereby.

Section 3: Representation and Warranties of Licensee and CNH:

CNH and Licensee, jointly and severally hereby represent and warrant to Licensor
as follows:

3.01: Organization.  Licensee is a corporation (1) wholly-owned by CNH, (2) that
has no assets or liabilities and has no operations  prior to the date hereof and
will  have  had  no  operations   prior  to  the  closing  of  the  transactions
contemplated  hereby, and (3) is validly existing and in good standing under the
laws of the State of Florida with the  corporate  power and authority to conduct
its  business  and  to  own  and  lease  its  properties  and  assets.  CNH is a
corporation validly existing and in good standing under the laws of the State of
Nevada with the corporate power and authority to conduct its business and to own
and lease its properties and assets.

3.02 Power and  Authority.  Each of CNH and Licensee has the power and authority
to execute, deliver, and perform this Agreement and each has taken all necessary
corporate action to authorize the execution and delivery of this Agreement. This
Agreement  is a legal,  valid,  and binding  obligation  of CNH and  Licensee as
applicable, enforceable in accordance with their terms.

3.03: No Conflict. Neither the execution and delivery by CNH or Licensee of this
Agreement,  nor  the  consummation  by  CNH  or  Licensee  of  the  transactions
contemplated  hereby,  will violate or conflict with (1) any federal,  state, or
local law, regulation, ordinance, governmental restriction, order, judgement, or
decree  applicable  to CNH or Licensee , or (2) any  provision  of any  charter,
bylaw, or other governing or  organizational  instrument of CNH or Licensee,  or
(3) any mortgage, indenture, license, instrument, trust, contract, agreement, or
other commitment or arrangement to which CNH or Licensee is a party..

3.04:  Subsidiaries.  .06.  Subsidiaries.  CNH has no  subsidiaries  other  than
Licensee.

3.05:  Litigation.  There  is no  legal,  administrative,  arbitration  or other
proceeding, claim or action of any nature or investigation pending or threatened
against or involving  CNH or Licensee,  or which  questions  or  challenges  the
validity  of this  Agreement,  or any  action  to be  taken  by CNH or  Licensee
pursuant to this Agreement or in connection with the  transactions  contemplated
hereby, and neither CNH or Licensee know or have any reason to know of any valid
basis for any such legal, administrative, arbitration or other proceeding, claim
or action of any nature or investigation.  Neither CNH or Licensee is subject to
any judgment,  order or decree entered in any lawsuit or proceeding which has an
adverse  effect on its  business  practices  or on its  ability to  acquire  any
property or conduct its business in any area.

3.06:  Court Orders,  Decrees,  and Laws.  There is no outstanding or threatened
order,  writ,  injunction,  or  decree of any  court,  governmental  agency,  or
arbitration tribunal against CNH or Licensee affecting,  involving,  or relating
to the assets which are the subject of this Agreement.  Neither CNH nor Licensee
is in violation of any  applicable  federal,  state,  or local law,  regulation,
ordinance,  zoning requirement,  governmental  restriction,  order, judgment, or
decree.  The foregoing shall be deemed to include laws and regulations  relating
to the federal patent,  copyright,  and trademark  laws,  state trade secret and
unfair  competition  laws, and to all other  applicable  laws,  including  equal
opportunity,  wage and hour,  and other  employment  matters,  and antitrust and
trade regulation laws.

3.07: Financial  Statements..08.  Financial  Statements.  CNH has filed with the
U.S. Securities and Exchange Commission under the Exchange Act audited financial
statements  as of and for  the  period  ended  March  31,  2002,  and  unaudited
financial  statements  as of and for the nine  months  ended  December  31, 2002
(collectively,  the "CNH Financial  Statements.").  The CNH Financial Statements
have been  audited and  examined and are in accord with the books and records of
CNH. The CNH  Financial  Statements  completely  and fairly  present the assets,
liabilities  and  financial  condition  of CNH as of the  date  thereof  and the
results of CNH's  operations for the periods then ended,  all in accordance with
GAAP  consistently  followed  throughout  the year and/or  periods  presented in
accordance with the rules and regulations promulgated under the Exchange Act.

3.08: No Undisclosed Liabilities or Obligations..09.  No Undisclosed Liabilities
or  Obligations.  The  CNH  Financial  Statements  reflects  in the  appropriate
category or categories all material  liabilities and obligations of CNH. CNH has
no  material  obligations  or  liabilities  of any  nature  (absolute,  accrued,
contingent   or   otherwise,   and   whether   due  or  to  become  due  (herein
"liabilities"))  except  (1)  liabilities  which have been  fully  reflected  or
reserved  against in the CNH Balance Sheet,  which reserves are  appropriate and
reasonable,  and (2) liabilities incurred in the ordinary course of business and
consistent  with past  practice  since the date of the most recent CNH Financial
Statement.

3.09: Absence of Certain Changes..10. Absence of Certain Changes. Except for the
execution  of  this  Agreement  and  the   consummation   of  the   transactions
contemplated  herein,  from  the  date of the CNH  Financial  Statements  and to
Closing, CNH has not:

         (1)  suffered  any  material  and  adverse   change  in  its  financial
         condition,  working capital, assets, liabilities,  reserves,  business,
         operations or prospects;

         (2) suffered any loss, damage, destruction or other casualty materially
         and adversely  affecting any of the  properties,  assets or business of
         CNH (whether or not covered by insurance);

         (3) borrowed or agreed to borrow any funds or  incurred,  or assumed or
         became  subject  to,  whether  directly  or  by  way  of  guarantee  or
         otherwise,   any  obligation  or  liability   except   obligations  and
         liabilities  incurred in the ordinary course of business and consistent
         with past conduct;

         (4)  paid,   discharged  or  satisfied  any  claims,   liabilities   or
         obligations,  other than payments,  discharges or  satisfactions in the
         ordinary  course of  business  and  consistent  with past  practice  of
         liabilities  or  obligations  reflected or reserved  against in the CNH
         Financial Statements or incurred in the ordinary course of business and
         consistent  with  past  practice  since  the date of the CNH  Financial
         Statements;

         (5) permitted or allowed any of its property or assets (real,  personal
         or mixed,  tangible or  intangible)  to be subjected  to any  mortgage,
         pledge, lien, security interest, encumbrance,  restriction or charge of
         any kind other than in the ordinary course of business.

         (6)  written  down  the  value  of  any  inventory  or  written  off as
         uncollectible any notes or accounts receivable;

         (7)  canceled  any debts or waived any claims or rights of  substantial
         value,  or sold,  transferred,  or  otherwise  disposed of any of their
         properties or assets (real,  personal or mixed, tangible or intangible)
         other than in the ordinary course of business;

         (8) licensed or disposed of or permitted to lapse any rights to the use
         of any patent,  trademark,  trade name,  technology,  process, or other
         intangible asset,  copyright, or disposed of or disclosed to any person
         any such matters not theretofore a matter of public knowledge;

         (9) made any capital  expenditure  or  commitment  in excess of $20,000
         individually  or in excess of $50,000 in the aggregate for additions to
         property, plant or equipment;

         (10)  declared,  paid or set  aside for  payment  any  distribution  in
         respect of their  proprietary  interests  (directly or  indirectly)  or
         redeemed,  purchased  or otherwise  acquired  any of their  outstanding
         proprietary interests or other securities;

         (11) made any change in any method of accounting practice;

         (12) paid,  loaned or advanced any amounts 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  with, any
         of their respective directors, officers or affiliates;

         (13) entered into any other  transaction,  contract or commitment other
         than in the ordinary course of business;

         (14) been subject to any other event or condition of any character that
         has or might  reasonably  have a material and adverse effect upon their
         financial condition, business, assets or properties; or

         (15)  agreed,  whether  in  writing  or  otherwise,  to take any action
         described in this paragraph.

3.10: Tax Returns..19.  Tax Returns.  CNH has duly filed all federal,  state and
local tax reports  and returns  required to be filed by it and has duly paid all
taxes and other  charges due or claimed to be due from it by federal,  state and
local taxing authorities; further, the reserves for taxes to be reflected in the
CNH Financial Statements,  if any, are adequate, and there are no tax liens upon
any property or assets of CNH or its subsidiaries.

3.11:  Permits and  Licenses..20.  Permits and  Licenses.  CNH has  obtained all
necessary  permits and  licenses  required in the  operation  and conduct of its
business, all of which are now valid and in good standing; further, none of such
unduly  burdens or restricts CNH in the ordinary  course of its  business;  and,
further,  CNH has complied with all commitments  and obligations  under all such
items.

3.12:  Disclosure..21.  Disclosure.  No  representations or warranties by CNH or
Licensee in this Agreement contain any untrue statement of material fact or omit
to state any material fact necessary in order to make the  statements  herein or
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
materially  misleading;  further,  there are no facts  known to CNH or  Licensee
(either  individually  or in  the  aggregate)  could  or  would  materially  and
adversely  affect or involve any  substantial  possibility of having a material,
adverse  effect  upon  the  condition  (financial  or  otherwise),   results  of
operations,  assets, liabilities or businesses of CNH or Licensee which have not
been disclosed in this Agreement.

3.13:  Broker's or Finder's  Fees.  Neither CNH nor Licensee has  authorized any
person to act as broker or finder or in any other similar capacity in connection
with the  transactions  contemplated by this Agreement in any manner that may or
will impose liability on CNH or Licensee.

Section 4: Conditions to Licensor's Closing  ObligationARTICLE VI: Conditions to
X-Bridge's Closing Obligation

The obligation of Licensor to effect the transactions  contemplated herein shall
be subject to the satisfaction,  on or before Closing,  of each of the following
conditions:

4.01.  Representations and Warranties  True..01.  Representations and Warranties
True. The  representations  and warranties of CNH and Licensee  contained herein
shall be in all material respects true and accurate as of Closing.

4.02.  Performance..02.  Performance.  Licensee and CNH shall have performed and
complied with all agreements,  obligations, conditions and covenants required by
this Agreement to be performed or complied with by it on or prior to Closing.

4.03. No Governmental Proceeding or Litigation.  .03. No Governmental Proceeding
or Litigation.  No suit, action,  investigation,  inquiry or other proceeding by
any  governmental  body or other  person or  entity  or legal or  administrative
proceeding shall have been instituted or threatened which questions the validity
or legality of the  transactions  contemplated  hereby or which if  successfully
asserted  would  otherwise  have a material and adverse effect on the conduct of
the business or assets of Licensee.

4.04  Shareholder  Consent.  Licensor  shall have  obtained the approval of this
Agreement  by a majority  of its  stockholders,  regardless  as to whether  such
approval is required under Delaware law.

Section 5: Conditions to Licensee's and CNH's Closing  Obligations  ARTICLE VII:
Conditions to CNHC's Closing Obligations

The obligation of Licensee to effect the transactions  contemplated herein shall
be subject to the satisfaction,  on or before Closing,  of each of the following
conditions:

5.01.  Representations and Warranties  True..01.  Representations and Warranties
True. The  representations  and warranties of Licensor  contained herein, in the
Licensor  Disclosure  Schedule  and  in all  certificates  and  other  documents
delivered  by Licensor to Licensee  pursuant  hereto or in  connection  with the
transactions  contemplated  hereby  shall be in all material  respects  true and
accurate as of Closing.

5.02. Performance..02.  Performance.  Licensor shall have performed and complied
with all  agreements,  obligations,  conditions  and covenants  required by this
Agreement to be performed or complied with by them on or prior to Closing.

5.03. No Governmental  Proceeding or Litigation..04.  No Governmental Proceeding
or Litigation.  No suit, action,  investigation,  inquiry or other proceeding by
any  governmental  body or other  person or  entity  or legal or  administrative
proceeding shall have been instituted or threatened which questions the validity
or legality of the  transactions  contemplated  hereby or which if  successfully
asserted  would  otherwise  have a material and adverse effect on the conduct of
the business or assets of Licensor.

Section 6: Covenants of Licensor, Licensee and CNH following Closing:

6.01: No-Compete. Subject to Licensor's ownership interest in and to the Program
and  Intellectual  Property,  and its  rights to  collect  Royalties  under this
Agreement,  for a period  of five (5) years  after  the date of this  Agreement,
Licensor shall not engage in the business of acquiring,  developing,  marketing,
distributing,   licensing,  or  maintaining  systems  and  application  computer
programs having any function similar to,  competitive with, or substitutable for
Program anywhere in the world, except as a customer or authorized distributor of
Licensee  or  otherwise  with  Licensee's  consent  (which  may be  withheld  in
Licensee's sole discretion).  Licensor  acknowledges and agrees that the current
market for the Program  extends  throughout the entire world and it is therefore
reasonable to prohibit  Licensor from competing  with Licensee  anywhere in such
territory.

6.02:  Nonsolicitation  of  Personnel.  For a period of five (5) years after the
date of this Agreement,  Licensor shall not solicit, divert, or recruit, for its
own benefit or for the benefit of any other person or entity,  any managerial or
executive employee of the Licensee.

6.03:  Hiring  of  Employees.  Licensor  shall  use its best  efforts  to enable
Licensee to hire, on such terms as Licensee may  reasonably  establish,  such of
its  employees as are  necessary for the operation or management of the Software
Business as Licensee may specify on or before Closing.

Section 7: Indemnity:

7.01:  Indemnification by Licensor.  Licensor shall indemnify,  defend, and hold
harmless  CNH,  Licensee  and their  respective  successors  and assigns and the
directors, officers, employees, and agents of each (collectively,  the "Licensee
Group"), at any time and from time to time from and against any and all demands,
claims, actions, or causes of action, assessments, losses, damages, liabilities,
costs, and expenses,  including  reasonable fees and expenses of counsel,  other
expenses of investigation,  handling,  and litigation,  and settlement  amounts,
together with interest and penalties  asserted  against,  resulting to,  imposed
upon, or incurred by the Licensee Group,  directly or indirectly,  by reason of,
resulting from, or arising in connection with any breach of any  representation,
warranty,  or  agreement  of  Licensor  contained  in or made  pursuant  to this
Agreement, including the agreements and other instruments contemplated hereby.

7.02: Indemnification by Licensee.  Licensee and CNH shall jointly and severally
indemnify,  defend, and hold harmless Licensor at any time and from time to time
from and  against any and all  demands,  claims,  actions,  or causes of action,
assessments,  losses,  damages,  liabilities,  costs,  and  expenses,  including
reasonable  fees and  expenses of  counsel,  other  expenses  of  investigation,
handling,  and litigation,  and settlement  amounts,  together with interest and
penalties asserted against,  resulting to, imposed upon, or incurred by Licensor
by reason of,  resulting  from, or arising in connection  with any breach of any
representation, warranty, or agreement of Licensee contained in or made pursuant
to this Agreement,  including the agreements and other instruments  contemplated
hereby.

7.03:  Notice  of  Claim.  The  party  entitled  to  indemnification   hereunder
("Claimant")  shall  promptly  deliver to the party  liable for  indemnification
("Obligor") notice in writing of any claim for recovery specifying in reasonable
detail the nature of the loss, and, if known, the amount,  or an estimate of the
amount, of the liability.  The Claimant shall provide to the Obligor as promptly
as practicable thereafter information and documentation  reasonably requested by
the  Obligor to support  and verify the claim  asserted,  provided  that,  in so
doing, it may restrict or condition any disclosure in the interest of preserving
privileges of importance in any foreseeable litigation.

7.04: Defense. If the facts pertaining to the loss arise out of the claim of any
third party (other than a member of the Licensor  Group)  available by virtue of
the  circumstances  of the loss,  the  Obligor  may  assume  the  defense or the
prosecution thereof, including the employment of counsel or accountants,  at its
cost and expense.  The Claimant shall have the right to employ counsel  separate
from  counsel  employed  by the  Obligor in any such  action and to  participate
therein,  but the fees and  expenses of such  counsel  employed by the  Claimant
shall be at its  expense.  The Claimant  shall have the right to  determine  and
adopt (or,  in the case of a proposal by Obligor,  to approve) a  settlement  of
such matter in its reasonable discretion,  except that Claimant need not consent
to any  settlement  that (1) imposes any  nonmonetary  obligation or (2) Obligor
does  not  agree  to pay in  full.  The  Obligor  shall  not be  liable  for any
settlement of any such claim effected without its prior written  consent,  which
shall not be  unreasonably  withheld.  Whether or not the Obligor  chooses to so
defend or prosecute such claim,  all the parties  hereto shall  cooperate in the
defense or prosecution thereof and shall furnish such records,  information, and
testimony, and attend such conferences, discovery proceedings, hearings, trials,
and appeals, as may be reasonably requested in connection therewith.

7.05:  Exclusive Remedy. The parties  acknowledge and agree that this Article is
the  exclusive   remedy  of  the  parties  hereto  for  damages  for  breach  or
misrepresentation of or under this Agreement.

Section 8:   Confidentiality:

8.01:  Confidentiality Obligation of Licensor following Closing. Licensor shall,
and shall use its best  efforts to cause its  personnel  and agents to,  hold in
strict confidence,  not disclose to any person without the prior written consent
of Licensee, and not use in any manner whatsoever,  any confidential business or
technical information remaining in its possession concerning the Software.  This
confidential  information  specifically  includes all source code,  object code,
system and user documentation,  and other Technical Documentation  pertaining to
the  Software,  including  any  proposed  design and  specifications  for future
products and products in development,  marketing  plans, and all other technical
and business  information  concerning the Software.  Licensor shall  immediately
surrender  to  Licensee  all   materials   containing   any  such   confidential
information,  including all copies,  extracts,  adaptations,  and transcriptions
thereof.

8.02: Permitted Disclosures.  Either party may disclose confidential information
(1) where  necessary to any  regulatory  authorities  or  governmental  agencies
pursuant to legal process or (2) if required by court order or decree.

8.03:  Scope  of  Confidential  Information.  For  purposes  of this  Agreement,
information  shall  not be  deemed  confidential  (1)  if  such  information  is
available in full from public sources;  (2) if such information is received from
a third party not under an obligation to keep such information confidential;  or
(3) if the recipient can  conclusively  demonstrate  that such  information  was
independently developed by the recipient.

Section 9: Miscellaneous:

9.01 Entire Agreement.  This Agreement constitutes the sole understanding of the
parties with respect to the subject matter hereof.  No amendment,  modification,
or  alteration of the terms or  provisions  of this  Agreement  shall be binding
unless the same shall be in writing and duly executed by the parties hereto.

9.02 Parties Bound by Agreement;  Successors and Assigns. This Agreement may not
be  assigned by either  party  without  the prior  written  consent of the other
party,  which  consent  may be  withheld  in  such  party's  sole  and  absolute
discretion. The terms, conditions, and obligations of this Agreement shall inure
to the benefit of and be binding upon the parties and their permitted successors
and assigns.

9.03  Counterparts.  This Agreement may be executed in one or more counterparts,
each of which  shall for all  purposes  be deemed to be an  original  and all of
which shall constitute the same instrument.

9.04 Headings. The headings of the Sections and paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction hereof.

9.05  Modification and Waiver.  Any of the terms or conditions of this Agreement
may be  waived  in  writing  at any time by the party  that is  entitled  to the
benefits thereof.  No waiver of any of the provisions of this Agreement shall be
deemed to or shall constitute a waiver of any other provision hereof (whether or
not similar).

9.06  Expenses.  Licensor  and  Licensee  shall each pay all costs and  expenses
incurred  by it or on its  behalf  in  connection  with this  Agreement  and the
transactions  contemplated  hereby,  including  fees  and  expenses  of its  own
financial consultants, accounts, and counsel

9.07 Notices. Any notice,  request,  instruction,  or other document to be given
hereunder  by any party hereto to any other party hereto shall be in writing and
delivered  personally or sent by registered or certified mail,  postage prepaid,
if to Licensor to:

XBridge Software, Inc.
c/o Jim Miller
17304 Preston Rd., Ste. 975
Dallas, TX 75252

if to Licensee or CNH to:

to be supplied.

or at such other  address for a party as shall be specified by like notice.  Any
notice that is  delivered  personally  in the manner  provided  herein  shall be
deemed to have been duly given to the party to whom it is  directed  upon actual
receipt by such party (or its agent for notices  hereunder).  Any notice that is
addressed  and  mailed  in the  manner  herein  provided  shall be  conclusively
presumed  to have been duly given to the party to which it is  addressed  at the
close of business, local time of the recipient, on the fourth business day after
the day it is so placed in the mail.

9.08  Governing Law. This  Agreement  shall be construed in accordance  with and
governed by the laws of the State of Florida.  All  litigation  concerning  this
Agreement shall take place in Palm Beach County, Florida.

9.09 Public  Announcements.  Licensor and Licensee shall consult with each other
before issuing any press releases or otherwise making any public statements with
respect to this  Agreement and the  transactions  contemplated  hereby.  Neither
Licensor  nor  Licensee  shall  issue any such press  release or make any public
statement  without the  agreement  of the other  party,  except as such  party's
counsel advises in writing may be required by law.

9.10 Survival of Agreements.  All covenants,  agreements,  representations,  and
warranties  made  herein  shall  survive  the  execution  and  delivery  of this
Agreement and the Closing.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
on its behalf on the date indicated.

XBridge Software, Inc.                                  CNH Holdings, Inc.


By: /s/ Jim Miller                                      By: /s/ Charles Stidham
       Jim Miller, President and CEO

Corvero Networks, Inc.

By: /s/ Charles Stidham
                       ------------------------------------------------------
      Charles Stidham, President






<PAGE>

Exhibit 10.2 - Asset Purchase Agreement

May 7, 2003

CNH Holdings Company
Attn:  Charlie Stidham

Dear Charlie:

In connection  with that certain  proposed  License  Agreement  between  XBridge
Software,  Inc.  ("XBridge"),  CNH  Holdings,  Inc. and Corvero  Networks,  Inc.
("Corvero"),  CNH Holdings  Company has agreed to purchase  certain  assets from
XBridge,  which  assets  are set  forth in  Attachment  #2 to this  letter  (the
"Assets").  The  purchase  price for the  Assets is  125,500.06,  which  certain
amounts  are due and  payable by wire  transfer  into an account  designated  in
writing  by  XBridge.  The  payments  will be made on the  scheduled  dates  per
Attachment #1 of this document.

XBridge has agreed to use the funds to satisfy  its  certain of its  outstanding
accounts payable balances.  A listing of the accounts to be paid off is attached
as Attachment #1 to this letter.

If this letter accurately sets forth your understanding of our agreement, please
countersign a copy of this letter where indicated below.

Best regards,

/s/ Jim Miller
Jim Miller

Chief Executive Officer
XBridge Software, Inc.

Agreed to by:

/s/ Charles Stidham        Date May 7, 2003
Charles Stidham

XBRIDGE ACCOUNT INFORMATION:

Chase Bank Of Texas
3445 W Buckingham Rd, Garland, TX 75042
Phone: (972) 530-7887 (Dianna)

Wiring Instructions for XBridge Software:
Chase Bank Acct #335907030065
XBridge Software Inc.

909 Kingsbridge Dr.
Garland, TX 75040

214-213-4098 (telephone on acct.)
with the Chase Routing Number of 113000609


<PAGE>

Attachment  #1 - XBridge Software Accounts Payable Schedule
<TABLE>
<CAPTION>
Item for Payment                            Amount Due                          Due Date

<S>                                         <C>                                <C>
King Hughes Note #1                         $26,632.50                         5/9/2003 ($26,632.50)
King Hughes Note #2                         $31,800.00                         6/20/2003 ($31,800)
Concio Corporation                          $10,287.20                         5/9/2003 ($5,143.60)
                                                                               6/9/2003 ($5,143.60)

Fourth Technologies                         $ 4,174.74                         5/7/2003 ($4,174.74)
Haynes & Boone, LLP                         $23,474.62                         5/15/2003 ($7,825.00)
                                                                               6/15/2003 ($7,825.00)
                                                                               7/15/2003 ($7,824.62)

Iris Logic                                  $18,838.00                         5/15/2003 ($9,419.00)
                                                                               6/15/2003 ($9,419.00)

Jackson Walker, LLP                         $10,293.00                         5/9/2003 ($5,146.50)
                                            ----------
                                                                               6/9/2003 ($5,146.50)

Total XBridge Payables                     $125,500.06


Wiring Dates/Amounts:

May 7th, 2003                                $4,174.74

May 9th, 2003                               $36,922.60

May 15th, 2003                              $17,244.00

June 9th, 2003                              $10,290.10

June 15th, 2003                             $17,244.00

June 20th, 2003                             $31,800.00

July 15th, 2003                              $7,824.62
                                             ---------

Total Amount                               $125,500.06

</TABLE>


<PAGE>




Attachment #2 - XBridge Equipment Schedule

--------------------------------------------------------------------------------
ASSET NUMBER ITEM                         SERIAL NUMBER
--------------------------------------------------------------------------------
XB-CP-001    Sun Ultra 5 CPU              FW10740531
--------------------------------------------------------------------------------
XB-CP-002    Sun Ultra 5 CPU              FW10740488
--------------------------------------------------------------------------------
XB-CP-003    Sun Ultra 5 CPU              FW10740660
--------------------------------------------------------------------------------
XB-CP-004    IBM PC750 Server             23AX5666885
--------------------------------------------------------------------------------
XB-CP-005    Apple PowerMac 6500          SGT480P0ARS
--------------------------------------------------------------------------------
XB-CP-008    IBM PC750 P90 Mail Server    H23BT802
             xbridgesoft.net

--------------------------------------------------------------------------------
XB-CP-009    IBM PC Server 325 - File and 23CT688
             Print

--------------------------------------------------------------------------------
XB-CP-010    IBM RS6000 - CVS Server      MS70092614779
--------------------------------------------------------------------------------
XB-CP-011    IBM RS6000 - Database Server MS70092605751

--------------------------------------------------------------------------------
XB-CP-012    IBM PC Server 325            23DV572
--------------------------------------------------------------------------------
XB-CP-013    IBM PC Server 325            23CT706
--------------------------------------------------------------------------------
XB-CP-014    Compaq Pro Server - Firewall 6629HVU5P589

--------------------------------------------------------------------------------
XB-CP-015    Apple PowerMac 8500          XB63528D8FB
--------------------------------------------------------------------------------
XB-CP-016    Intel Rack Mounted 1100      BACH1160248
             Server X Switch

--------------------------------------------------------------------------------
XB-CP-017    Intel Rack Mounted 1100      BACH1160433
             Server Q Switch

--------------------------------------------------------------------------------
XB-FCD-001   Computer Desks               N/A
--------------------------------------------------------------------------------
XB-FCD-002   Computer Desks               N/A
--------------------------------------------------------------------------------
XB-FCD-003   Computer Desks               N/A
--------------------------------------------------------------------------------
XB-FCD-004   Computer Desks               N/A
--------------------------------------------------------------------------------
XB-FCH-001   Computer Chairs Leather Blk  N/A

--------------------------------------------------------------------------------
XB-FCH-002   Computer Chairs Leather Blk  N/A

--------------------------------------------------------------------------------
XB-FCH-003   Computer Chairs Leather Blk  N/A

--------------------------------------------------------------------------------
XB-FCH-004   Computer Chairs Leather Blk  N/A

--------------------------------------------------------------------------------
             Computer Chairs Leather Blk  N/A

--------------------------------------------------------------------------------
             Computer Chairs Leather Blk  N/A

             -------------------------------------------------------------------
             Computer Chairs Leather Blk  N/A

             -------------------------------------------------------------------
             Computer Chairs Leather Blk  N/A

             -------------------------------------------------------------------
             Computer Chairs Leather Blk  N/A

             -------------------------------------------------------------------
XB-FOD-001   Office Desk 5'               N/A                                JIM
--------------------------------------------------------------------------------
XB-FOD-002   Office Desk 5'               N/A                              CINDY
--------------------------------------------------------------------------------
XB-FOD-003   Office Desk 5'               N/A                               CONF
--------------------------------------------------------------------------------
XB-FOD-004   Office Desk 5'               N/A                  UNDER IBM PRINTER
--------------------------------------------------------------------------------
             Desk                         N/A                               GREG
--------------------------------------------------------------------------------
             Desk                         N/A                              DEREK
--------------------------------------------------------------------------------
XB-FSC-003   Storage Cabinets             N/A
--------------------------------------------------------------------------------
XB-FSC-004   Storage Cabinets             N/A
--------------------------------------------------------------------------------
XB-FSC-005   Storage - Steel Cupboard GreyN/A

--------------------------------------------------------------------------------
             Office Visitor Chair         N/A
--------------------------------------------------------------------------------
             Office Visitor Chair         N/A
--------------------------------------------------------------------------------
             Three seater couch           N/A
--------------------------------------------------------------------------------
             MANAGERIAL CUBICLE           N/A
--------------------------------------------------------------------------------
             MANAGERIAL CUBICLE           N/A
--------------------------------------------------------------------------------
             MANAGERIAL CUBICLE           N/A
--------------------------------------------------------------------------------
             MANAGERIAL CUBICLE           N/A
--------------------------------------------------------------------------------
             BASIC "L" CUBICLE            N/A
--------------------------------------------------------------------------------
             BASIC "L" CUBICLE            N/A
--------------------------------------------------------------------------------
             BASIC "L" CUBICLE            N/A
--------------------------------------------------------------------------------
             BASIC "L" CUBICLE            N/A
--------------------------------------------------------------------------------
             ADMINISTRATIVE CUBICLE       N/A
--------------------------------------------------------------------------------
             DESK CHAIR                   N/A
--------------------------------------------------------------------------------
             DESK CHAIR                   N/A
--------------------------------------------------------------------------------
             DESK CHAIR                   N/A
--------------------------------------------------------------------------------
             DESK CHAIR                   N/A
--------------------------------------------------------------------------------
             DESK CHAIR                   N/A
--------------------------------------------------------------------------------
             DESK CHAIR                   N/A
--------------------------------------------------------------------------------
             SIDE CHAIR                   N/A
--------------------------------------------------------------------------------
             SIDE CHAIR                   N/A
--------------------------------------------------------------------------------
XB-FWP-001   Wall Partitions - Grey 5'    N/A

--------------------------------------------------------------------------------
XB-FWP-002   Wall Partitions - Grey 5'    N/A

--------------------------------------------------------------------------------
XB-FWP-003   Wall Partitions - Grey 5'    N/A

--------------------------------------------------------------------------------
XB-FWP-004   Wall Partitions - Grey 3'    N/A

--------------------------------------------------------------------------------
XB-FWP-005   Wall Partitions - Grey 3'    N/A

--------------------------------------------------------------------------------
             Wall Partitions - Grey 3'    N/A

--------------------------------------------------------------------------------
XB-HDD-002   External DLT Drive - 8ml     AP0020

--------------------------------------------------------------------------------
XB-HDD-003   External HDD IBM - 10gb      9624-1985
--------------------------------------------------------------------------------
XB-HDD-005   Optical Driver - Olympus     9.06361E+11

--------------------------------------------------------------------------------
XB-HUP-001   APC UPS                      WS9714675456
--------------------------------------------------------------------------------
XB-HUP-002   APC UPS                      WS9735120917
--------------------------------------------------------------------------------
XB-HUP-003   APC UPS                      B94124790371
--------------------------------------------------------------------------------
XB-LPI-003   IBM Thinkpad 770 (issued to  78-AK969
             DD)
--------------------------------------------------------------------------------
XB-MN-001    Sun Monitor 21"              0010968-0043LB-1763
--------------------------------------------------------------------------------
XB-MN-002    Sun Monitor 21"              0010968-0046LB-8425
--------------------------------------------------------------------------------
XB-MN-003    Sun Monitor 21"              0010968-0046LB-2441
--------------------------------------------------------------------------------
XB-MN-004    IBM G70 Monitor              23T9483
--------------------------------------------------------------------------------
XB-MN-005    NEC E500 Monitor             8311531ZA
--------------------------------------------------------------------------------
XB-MN-007    IBM 14V Monitor              237520P
--------------------------------------------------------------------------------
XB-MN-008    Hitachi Elite 20 Monitor     G5K005451

--------------------------------------------------------------------------------
XB-MN-010    Epson Powerlite 700          B9T0051014C
             Projector

--------------------------------------------------------------------------------
XB-PRT-001   Tektronix 220i Color         DTD158172

--------------------------------------------------------------------------------
XB-PRT-002   HP LaserJet 5si MX           USDK 171290
--------------------------------------------------------------------------------
XB-PRT-006   Epson Stylus Color Printer   2E20001413

             P861A

--------------------------------------------------------------------------------
XB-PRT-007   HP LaserJet 5M COLOR         JPHF170043
--------------------------------------------------------------------------------
XB-SWT-001   Asante 10/100 Switch         813C0318

--------------------------------------------------------------------------------
XB-SWT-002   Sniffer                      8219HBD20030
--------------------------------------------------------------------------------
XB-SWT-003   Distributed - Sniffer        Z00207304

--------------------------------------------------------------------------------
             Sun 20" Monitor              0010968-9638G13100
--------------------------------------------------------------------------------
             Sun 20" Monitor              0010968-9419FC0741
--------------------------------------------------------------------------------
             Sun Ultra 5 CPU              FW83064108
--------------------------------------------------------------------------------
             Sun Ultra 5 CPU              FW81516744
--------------------------------------------------------------------------------
             Compaq Proliant 1500         D631HUJ10386
--------------------------------------------------------------------------------
             HP AdvanceStack 48           SG53432232
--------------------------------------------------------------------------------
             NEC E700 Monitor             8X14013AL
--------------------------------------------------------------------------------
             NEC E700 Monitor             8531280AL
--------------------------------------------------------------------------------
             IBICO Comb Punch             NFP0268
--------------------------------------------------------------------------------
             GBC Docuseal 95              NCM1248
--------------------------------------------------------------------------------
             Compaq Deskpro 200           6732BK62R013
--------------------------------------------------------------------------------
             Dell Laptop INSPIRON 3700    7YUQW
--------------------------------------------------------------------------------
             Sony Trinitron
             MULTISCAAN200SX              1175370
--------------------------------------------------------------------------------
             Supply Cabinet
--------------------------------------------------------------------------------
             Compaq Prolient 1500         6548hsv50439
--------------------------------------------------------------------------------
             Compaq Prolient 850R         D730BVND10198
--------------------------------------------------------------------------------
             Bay Networks Hub 28115       4801780
--------------------------------------------------------------------------------
             Bay Networks Hub 28115       4806080
--------------------------------------------------------------------------------
             Bay Networks Hub 28115       4018000
--------------------------------------------------------------------------------
             3Com Netbuilder Router       45EA015729
--------------------------------------------------------------------------------
             3Com Netbuilder Router       15E02406
--------------------------------------------------------------------------------
             3Com Linkbuilder MHS Chassy  0103/7JWNO1424
--------------------------------------------------------------------------------
             linkbuilder FDDI Workgroup
             Hub                          3CC00289
--------------------------------------------------------------------------------
             linkbuilder FDDI Workgroup
             Hub                          6DG4001695
--------------------------------------------------------------------------------
             Cisco 7940 IP Phone          0003E369A39F
--------------------------------------------------------------------------------
             Iomega CD-RW                 5HC111E34W
             -------------------------------------------------------------------
             XEROX 5065 COPIER            OC4 012862
             -------------------------------------------------------------------
             Intel Rack Mounted 1100      SFCH0258279
             Server Q Switch

             -------------------------------------------------------------------
             Intel Rack Mounted 1100
             Server Q Switch              SFCH0258302
             -------------------------------------------------------------------
             Intel Rack Mounted 1100
             Server X Switch              SFCH0223162
             -------------------------------------------------------------------
             Intel Rack Mounted 1100
             Server X Switch              BACH1451437
             -------------------------------------------------------------------
             Intel Rack Mounted 1100
             Server X Switch              GCBDI2171307
             -------------------------------------------------------------------
             Intel Rack Mounted 2200
             Server X Switch              ZMO01740013
             -------------------------------------------------------------------
             HP NETSERVER E45             US73702103
             -------------------------------------------------------------------
             CTX VL1500                   063-72701095

             -------------------------------------------------------------------
             DELL DIMNSION 810            1N4MR019SERVICE TAG)
             -------------------------------------------------------------------
             INTELSRMK2S                  BAPT2050028

             -------------------------------------------------------------------
             Intel Rack Mounted 1100      GCBDI2561196
             Server X Switch
            --------------------------------------------------------------------
             Intel Rack Mounted 1100
             Server X Switch              SFCH8258238
             -------------------------------------------------------------------
             Intel Rack Mounted 1100
             Server X Switch              BACH1430595
             -------------------------------------------------------------------
             Intel Rack Mounted 1100
             Server X Switch
             -------------------------------------------------------------------
             IBM 300GL                    23CY173
             -------------------------------------------------------------------
             DELL OPTIPLEX GS1            6000103152
             -------------------------------------------------------------------

             -------------------------------------------------------------------
             IBM THINKPAD 770             78-DB870
             -------------------------------------------------------------------
             DELL LATITUDE C610           DGNX211
             -------------------------------------------------------------------
             BAYNETWORKS HUB FS308        FS38G05016247                CONF ROOM
             -------------------------------------------------------------------