UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) March 14, 2005
                                                        ------------------

                              VIPER NETWORKS, INC.
     -----------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                                      Utah
                            (State of Incorporation)

                                     0032939
                              (Commission File No.)

                                   87-0410279
                        (IRS Employer Identification No.)

              10373 Roselle Street, Suite 170, San Diego, CA 92121
                     (Address of Principal Executive Office)

        Registrant's telephone number including area code: (858) 452-8737

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425).

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)).

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the exchange
Act (17 CFR 240.13e-4(c)).
<PAGE>

Item 1.01       Entry into a Material Definitive Agreement

Effective  March 8,  2005,  the  Board of  Directors  of  Viper  Networks,  Inc.
appointed  Donald W. Sinnar as Senior Vice  President  of  Worldwide  Sales.  In
connection with this appointment,  an Employment Agreement was entered into with
Mr. Sinnar.

Item 5.01 Appointment of Senior Vice President of Worldwide Sales

Mr.  Sinnar is an  experienced  executive in the high  technology,  software and
telecommunications  industries. He has held roles as Chief Executive and General
Manager  at  several  multi-national  and  early  stage  companies  where he was
successful  in rapidly  building  revenue and capital  formation.  Mr. Sinnar is
adept at launching  new  products and  businesses  worldwide,  rapidly  building
revenue through his professional  contacts. He has taken three companies through
successful  IPOs  and  arranged   mergers/acquisitions  of  more  than  a  dozen
companies.

Mr. Sinnar has held senior marketing  executive positions at IBM, GTC and United
Technologies Communications, where he was responsible for $300 million in annual
sales.  At such companies as First Pacific,  Datum,  Odetics and Spectrian,  Mr.
Sinnar was  responsible  for all  business  operations  and drove  extraordinary
growth   through   mergers  and   internal   programs.   He  launched   wireless
telecummunications  products  around the world  ranging  from $10 million to $70
million in first years' sales for these four companies.

Mr. Sinnar is a graduate of Benjamin Franklin University.  He is a member of the
Board of Directors of two early stage  telecommunications  firms.  He resides in
Villa Park, California with his family.

For more information  regarding the Employment  Agreement,  reference is made to
the  Employment  Agreement  attached  hereto as Exhibit  10.14 and  incorporated
herein by reference.

Item 9.01       Financial Statements and Exhibits


(c)            Exhibits

Exhibit No.    Description
----------     ---------------------------------------------------------------
10.14          Employment  Agreement dated March 8, 2005 between Viper Networks,
               Inc. and Donald W. Sinnar


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       VIPER NETWORKS, INC.


Dated: March 14, 2005                By:/s/ Jasun A. Sunstein
                                       ------------------------------------
                                       Jason A. Stunstein
                                       Vice President Finance and Secretary

<PAGE>

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT is entered into on March 8, 2005,  ("Effective Date") by and
between  Donald W. Sinnar (the  "Employee")  and VIPER  NETWORKS,  INC.,  a Utah
corporation (the "Company").

1.   DUTIES AND SCOPE OF EMPLOYMENT.

(a)  POSITION.   For  the  term  of  his   employment   under   this   Agreement
     ("Employment"),  the Company  agrees to employ the Employee in the position
     of Senior Vice  President of World Wide Sales or in such other  position as
     the Company  subsequently  may assign to the Employee.  The Employee  shall
     report to the Company's President and Chief Executive Officer.

(b)  DUTIES.  The Employee will manage all sales  functions in the Company.  The
     Employee  will select,  hire and train sales  employees  as  required.  The
     employee will make hiring  decisions and  priorities in line with the goals
     of the Company.  Any staff  required to fulfill the  Companys  sales goals
     will be at the  discretion of the  Employee,  within the agreed upon budget
     guidelines set forth by the Chief Financial Officer and the Chief Executive
     Officer   of  the   Company.   Employee   will   perform   his  duties  and
     responsibilities  to the best of his abilities in a diligent,  trustworthy,
     businesslike and efficient manner.

(c)  OBLIGATIONS TO THE COMPANY. During the term of his Employment, the Employee
     shall devote his full business efforts and time to the Company.  During the
     term of his Employment,  without the prior written approval of the Company,
     the Employee shall not render  services in any capacity to any other person
     or entity  and  shall not act as a sole  proprietor,  partner  or  managing
     member of any other person or entity or as a  shareholder  owning more than
     one percent of the stock of any other corporation. The foregoing,  however,
     shall not preclude  the Employee  from  engaging in  reasonable  community,
     school or charitable  activities;  provided,  however,  Employee  shall not
     engage in any other business,  professional  or charitable  activities that
     could  reasonably  be  expected  to conflict  with the  Employee's  duties,
     responsibilities and obligations hereunder.  The Employee shall comply with
     the  Company's  policies  and rules,  as they may be in effect from time to
     time during the term of his Employment.

(d)  NO  CONFLICTING  OBLIGATIONS.  The Employee  represents and warrants to the
     Company that he is under no obligations or commitments, whether contractual
     or  otherwise,  that are  inconsistent  with  his  obligations  under  this
     Agreement.  The Employee  represents  and warrants  that he will not use or
     disclose,  in  connection  with his  employment  by the Company,  any trade
     secrets or other proprietary  information or intellectual property in which
     he or any  other  person  has any  right,  title or  interest  and that his
     employment  by the  Company  as  contemplated  by this  Agreement  will not
     infringe or violate the rights of any other person. The Employee represents
     and  warrants  to  the  Company  that  he has  returned  all  property  and
     confidential information belonging to any prior employer.



<PAGE>

2.   CASH AND INCENTIVE COMPENSATION.

(a)  SALARY. The Company shall pay the Employee as compensation for his services
     a base  salary at a gross  annual rate of $200,000  (two  hundred  thousand
     dollars) (the "Base Salary"). The Base Salary shall be paid, initially,  to
     Employee in the form of i) $140,000 (one hundred forty thousand  dollar) in
     cash (the "Cash  Salary") and ii) $60,000 (sixty  thousand  dollars) in the
     Company's common stock,  issued quarterly at the then current market price,
     (the "Stock Salary").  The salary allocation  (between cash and stock) will
     be reviewed at the close of each calendar quarter and revised  according to
     the below described  terms for the following  calendar  quarters.  The Cash
     Salary shall be increased to $160,000 (one hundred sixty thousand  dollars)
     and the Stock Salary reduced to $40,000 (forty  thousand  dollars) when the
     company's retail sales reach $3,000,000  (three million dollars)  annually.
     The Cash Salary shall be increased to $180,000 (one hundred eighty thousand
     dollars) and the Stock Salary reduced to $20,000 (twenty thousand  dollars)
     when the Company's  retail sales reach  $4,000,000  (four million  dollars)
     annually.  The Cash Salary  shall be  increased  to $200,000  (two  hundred
     thousand  dollars) and the Stock Salary  reduced to zero when the Company's
     retail sales reach $5,000,000 (five million  dollars)  annually.  Such Cash
     Salary shall be payable in accordance with the Company's  standard  payroll
     procedures.  Such Stock Salary  shall be issued in shares of the  Company's
     Common Stock at the close of each quarter  based on the market close price,
     on the last market day of the quarter.  (The annual compensation  specified
     in this  Subsection (a),  together with any increases in such  compensation
     that the  Company  may grant  from  time to time,  is  referred  to in this
     Agreement as "Base Compensation").


(b)  INCENTIVE  BONUSES.  The  Employee  shall be paid $60,000  (sixty  thousand
     dollars) in the Company's  common stock,  at the then current market price,
     when the company's  retail sales reach $5,000,000 (five million dollars) in
     annual sales. The Employee shall be paid $70,000 (seventy thousand dollars)
     in the Company's  common stock, at the then current market price,  when the
     Company's  retail sales reach  $10,000,000  (ten million dollars) in annual
     sales. The Employee shall be paid $80,000 (eighty thousand  dollars) in the
     Company's  common  stock,  at the  then  current  market  price,  when  the
     Company's  retail  sales reach  $15,000,000  (fifteen  million  dollars) in
     annual  sales.  Retail  sales  are  those  sales  not  generated  by  Viper
     International, LLC, Brasil Communications, LLC, Mid-Atlantic International,
     Inc. or any other Company or entity selling wholesale traffic.

(c)  LONG TERM COMPENSATION.   The Employee will receive Incentive Stock Options
     on 3,000,000  (three million) shares of the Company's common stock upon the
     effective  date of this  agreement,  which will vest to the Employee over 5
     years at the rate of 20% on each  anniversary of the effective date of this
     agreement,  provided Employee is employed by the Company at the time of the
     scheduled  vesting.  The  exercise  price for each of the  options  granted
     herein  shall be the  closing  bid price as of the  Effective  Date of this
     Agreement.  In  addition,  the Employee  shall be eligible  for  additional
     annual  incentive  stock  option  grants of the  Company's  common stock in
     accordance  with the Company's  Long Term Stock Option  Incentive Plan when
     implemented  and  approved  by  the  Board  of  Directors,  which  will  be
     incorporated herein by reference.
<PAGE>

(d)  RELOCATION. The Employee is expected to maintain a primary working place in
     Irvine, California.  Should the Company require the Employee to relocate to
     San Diego, California or any other location more than 35 miles from Irvine,
     California,  then the Company will  reimburse  the  Employee for  temporary
     living  costs and  travel  costs  incurred  for up to 12  months  after the
     effective  date  of the  change  of  location.  The  Employee  will  obtain
     temporary  living  facilities  at a  Residence  Inn or  equivalent  lodging
     convenient to such location as Employee may be assigned.  The Employee will
     make every effort to minimize temporary living expenses.  The Employee will
     be afforded  all  relocation  benefits  afforded  other  executives  of the
     Company to the extent that the Employee will be "kept whole" financially in
     relocating to such other location as Employee may be assigned.

(g)  OTHER.  The Employee  shall  participate  in any  additional  compensation,
     incentive and benefit programs offered by the Company to similarly situated
     executive  Employees.  If the  Employee  elects not to  participate  in the
     Company sponsored medical,  dental and vision benefit program,  the Company
     will  pay the  Employee  in cash the  Company's  cost  for  providing  such
     programs.

(h)  SHARE  RESTRICTIONS.  All  Shares  issued  hereunder  will  have  not  been
     registered  under  the Act or under  any  state  securities  law.  Employee
     understands   that  the  Shares  will  be   characterized  as  "restricted"
     securities  under  federal  securities  laws and that  under  such laws and
     applicable  regulations such Shares may not be resold without  registration
     except in certain limited  circumstances.  Employee agrees that he will not
     sell all or any portion of the Shares except pursuant to registration under
     the Act or pursuant to an available  exemption from registration  under the
     Act.   Employee   understands  and   acknowledges   that  all  certificates
     representing  the  Shares  shall bear the  following  legend or a legend of
     similar  import and the Company  shall refuse to transfer the Shares except
     in accordance with such restrictions:

"THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "ACT"),  OR  UNDER  CERTAIN  STATE
SECURITIES  LAWS. NO SALE OR TRANSTER OF THESE SHARES MAY BE MADE IN THE ABSENCE
OF (A) AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT OR (B) AN OPINION OF
COUNSEL  ACCEPTABLE  TO  COMPANY  THAT  REGISTRATION  UNDER  THE  ACT  OR  UNDER
APPLICABLE  STATE  SECURITIES  LAWS IS NOT  REQUIRED  IN  CONNECTION  WITH  SUCH
PROPOSED SALE OR TRANSFER."

3.  VACATION  AND  EMPLOYEE  BENEFITS.  During the term of his  Employment,  the
Employee  shall be eligible to take up to four weeks paid  vacation per annum in
accordance  with  the  Company's  standard  policy  applicable  to  all  of  its
Employees,  as it may be amended from time to time. Any unused  vacation time in
any calendar  year shall not be carried  forward to the next  calendar  year and
shall be forfeited.  During the term of his  Employment,  the Employee  shall be
eligible to participate in any Employee  benefit plans maintained by the Company
for  similarly  situated  executive  Employees,  subject  in  each  case  to the
generally  applicable  terms and  conditions  of the plan in question and to the
determinations of any person or committee administering such plan.
<PAGE>

4. BUSINESS EXPENSES.  During the term of his Employment,  the Employee shall be
authorized to incur  necessary and reasonable  travel,  entertainment  and other
business  expenses in connection  with his duties  hereunder.  The Company shall
reimburse  the  Employee  for such  expenses  upon  presentation  of an itemized
account and  appropriate  supporting  documentation,  all in accordance with the
Company's  generally  applicable  policies.  Any single expenditure in excess of
$500 shall require the prior approval of the Company's Chief  Executive  Officer
or  Chief  Financial  Officer  in  the  form  of  the  Company's  normal  travel
authorization.

5. TERM OF EMPLOYMENT.

(a)  BASIC RULE. The Company agrees to continue the Employee's  Employment,  and
     the Employee  agrees to remain in  Employment  with the  Company,  from the
     Effective Date until the earlier of:

     (i)  The  close  of the  applicable  Initial  Term or  Renewal  Period,  as
          determined under Subsection 5(b) below; or

     (ii) The  date  when  the  Employee's  Employment  terminates  pursuant  to
          Subsection 5(c) below.

(b)  INITIAL TERM AND RENEWAL PERIODS.  The initial term of this Agreement shall
     end on March 7, 2008 (the "Initial Term").  Thereafter this Agreement shall
     automatically  be renewed for  successive  12-month  periods (the  "Renewal
     Periods"),  unless either party has given the other party written notice of
     non-renewal not less than 45 days prior to the close of the Initial Term or
     Renewal Period then in effect.

(c)  EARLY  TERMINATION.  The Employee may terminate his  Employment at any time
     and for any reason (or no  reason) by giving the  Company 30 days'  advance
     notice in writing.  The Company may terminate the Employee's  Employment at
     any time and for any reason (or no reason),  and with or without Cause,  by
     giving the  Employee 30 days'  advance  notice in writing.  The Company may
     also terminate the Employee's active Employment due to Permanent Disability
     by giving the  Employee  notice in  writing.  For all  purposes  under this
     Agreement, "Permanent Disability" shall mean that the Employee, at the time
     notice is given,  has failed to perform his duties under this Agreement for
     60 or more  consecutive  days or for 90 or more days  during  any  12-month
     period as the result of his  incapacity  due to physical or mental  injury,
     disability  or  illness.   The  Employee's   Employment   shall   terminate
     automatically in the event of his death.

(d)  EMPLOYMENT AT WILL. The Employee's Employment with the Company shall be "at
     will."  Any  contrary  representations  which  may  have  been  made to the
     Employee  shall be  superseded  by this  Agreement.  This  Agreement  shall
     constitute  the full and  complete  agreement  between the Employee and the
     Company on the "at will"  nature of the  Employee's  Employment,  which may
     only be changed in an express written  agreement signed by the Employee and
     a duly authorized officer of the Company.

(e)  RIGHTS AND OBLIGATIONS UPON  TERMINATION.  Except as expressly  provided in
     Section 6, upon the  termination of the Employee's  Employment  pursuant to
     this  Section 5, the Employee  shall only be entitled to the  compensation,
     benefits and reimbursements described in Sections 2, 3 and 4 for the period
     preceding the effective  date of the  termination.  The payments under this
     Agreement shall fully discharge all  responsibilities of the Company to the
     Employee.  The  termination of this Agreement  shall not limit or otherwise
     affect the Employee's obligations under Section 7.

6. TERMINATION BENEFITS.

(a)  GENERAL  RELEASE.  Any other  provision of this Agreement  notwithstanding,
     Subsections  6(b) and (c) below shall not apply unless the Employee (i) has
     executed a general  release (in a form  prescribed  by the  Company) of all
     known and  unknown  claims  that he may then have  against  the  Company or
     persons  affiliated  with the Company and (ii) has agreed not to  prosecute
     any legal action or other proceeding based upon any of such claims.
<PAGE>

(b)  SEVERANCE  PAY. The Company  shall pay the Employee the  equivalent  of his
     Base  Compensation and prorated  incentive bonus in Section 2(b) above, for
     the period and in accordance with the terms stated below:

     (i)  The Company  terminates the Employee's  Employment  under Section 5(c)
          for any reason other than Cause or Permanent Disability, severance pay
          for the period stated below  payable in accordance  with the Company's
          standard payroll procedures from the effective date of the termination
          of his Employment;

          (1)  six (6) months severance pay if annualized  retail sales are less
               than $4,000,000 (four million dollars),

          (2)  twelve (12) months  severance pay if annualized  retail sales are
               $4,000,000  (four  million  dollars) in annual sales but are less
               than $8,000,000 (eight million dollars),

          (3)  eighteen (18) months severance pay if annualized retail sales are
               $8,000,000  (eight million  dollars) in annual sales but are less
               than $12,000,000 (twelve million dollars), or

          (4)  twenty-four (24) months severance pay if annualized  retail sales
               are $12,000,000 (twelve million dollars) in annual sales;

     (ii) The Company was subject to a Change in Control  and,  within 12 months
          thereafter, the Employee resigns for Good Reason or is terminated, two
          (2) years severance pay is payable in one lump sum; or

     (iii)If Employee is terminated  for Cause or this  Agreement is not renewed
          pursuant  to  Section  5(b),  Employee  shall not be  entitled  to any
          Severance Pay.

     Base  Compensation  under this Subsection 6(b) shall be paid at the rate in
     effect at the time of the termination of Employment.

(c)  EMPLOYEE  BENEFITS.  If Subsection  6(b) above  applies,  the Company shall
     continue  the coverage of the  Employee  and then  covered  dependents  (if
     applicable)  under any Employee  benefit plans described in Section 3 for a
     period  following the effective  date of the  termination of the Employee's
     employment  for a  period  equal in term to the  length  of  severance  pay
     determined  in  Subsection  6(b)  above  consistent  with the  health  care
     continuation  requirements  of COBRA.  To the extent that such plans or the
     insurance  contracts or provider  agreements  associated with such plans do
     not  permit  the  extension  of  the  Employee's   coverage  following  the
     termination  of his active  employment,  the Company shall pay the Employee
     cash in an amount  equal to the cost to the  Company of the  coverage  that
     cannot be provided.  The cash  payments  shall be made in  accordance  with
     Subsection (b) above.

(d)  ACCELERATED VESTING. If Subsection 6(b) above applies, the Employe's stock
     options  granted in Section 2(c) above by the Company shall be  immediately
     fully vested and exercisable.
<PAGE>

(e)  COBRA.  If Subsection  6(b) above  applies,  and if the Employee  elects to
     continue  his health  insurance  coverage  under the  Consolidated  Omnibus
     Budget  Reconciliation  Act  ("COBRA")  following  the  termination  of his
     Employment,  then the date of the "qualifying  event" for purposes of COBRA
     shall be the Employee's last day of active employment.

(f)  DEFINITION OF "CAUSE." For all purposes under this Agreement, "Cause" shall
     mean:

     (i)  The Employee's misconduct relating to the Company's published policies
          for  conducting the Company's  business  affairs,  if such  misconduct
          continues for 15 days or more after the Company has given the Employee
          written  notice  describing  such  misconduct  and advising him of the
          consequences  of such misconduct  under this Agreement;  provided that
          such  notice  shall  be  required  only  with  respect  to  the  first
          occurrence of such misconduct;

     (ii) The  Company's  retail sales fail to achieve a projected or annualized
          run rate of $5,000,000 (five million dollars) in annual sales;

     (iii)The  Employee's  conviction  of, or a plea of "guilty" or "no contest"
          to, a felony under the laws of the United States or any state thereof;

     (iv) The  Employee's  failure  or  refusal  to  carry  out  the  reasonable
          directives of the Company, if such failure continues for three days or
          more  after  the  Company  has  given  the  Employee   written  notice
          describing  such failure and advising him of the  consequences of such
          failure  under this  Agreement;  provided  that such  notice  shall be
          required only with respect to the first such failure;

     (v)  Any  breach  of  this  Agreement,   the  Proprietary  Information  and
          Inventions  Agreement  between the Employee  and the  Company,  or any
          other agreement between the Employee and the Company;

     (vi) Threats  or  acts of  violence  directed  at any  present,  former  or
          prospective  Employee,  independent  contractor,  vendor,  customer or
          business partner of the Company; or

     (vii)Fraud,  dishonesty or embezzlement involving the assets or revenues of
          the Company or its affiliates, customers or suppliers.

(g)  DEFINITION OF "CHANGE IN CONTROL." For all purposes  under this  Agreement,
     "Change in Control" shall mean:

     (i)  The  consummation of a merger or  consolidation of the Company with or
          into another entity or any other corporate reorganization,  if persons
          who were not  stockholders  of the Company  immediately  prior to such
          transaction own immediately  after such transaction 50% or more of the
          voting  power  of the  outstanding  securities  of  each  of  (A)  the
          continuing or surviving  entity and (B) any direct or indirect  parent
          corporation of such continuing or surviving entity;
<PAGE>

     (ii) The sale, transfer or other disposition of all or substantially all of
          the Company's assets;

     (iii)A change in the  composition of the Board,  as a result of which fewer
          than a majority of the  incumbent  directors  are directors who either
          (A) had been  directors  of the Company on the date 24 months prior to
          the date of the event that may  constitute  a Change in  Control  (the
          "original  directors") or (B) were elected, or nominated for election,
          to the Board with the affirmative  votes of at least a majority of the
          aggregate  of the original  directors  who were still in office at the
          time of the election or nomination and the directors whose election or
          nomination   was  previously  so  approved   provided,   however  this
          subsection  shall not apply to any  change of  Directors  required  in
          order to comply with the Sarbanes-Oxley Act of 2002, as amended;

     (iv) Any  transaction  as a result of which any  person is the  "beneficial
          owner" (as defined in Rule 13d-3 under the Securities  Exchange Act of
          1934, as amended (the "Exchange  Act")),  directly or  indirectly,  of
          securities  of the  Company  representing  more  than 50% of the total
          voting power  represented  by the Company's  then  outstanding  voting
          securities.  For purposes of this  Paragraph  (iv),  the term "person"
          shall have the same  meaning as when used in sections  13(d) and 14(d)
          of the Exchange Act but shall exclude (A) a trustee or other fiduciary
          holding securities under an Employee benefit plan of the Company or of
          a parent or  subsidiary  of the  Company and (B) a  corporation  owned
          directly  or  indirectly  by  the   stockholders  of  the  Company  in
          substantially  the same  proportions as their  ownership of the common
          stock of the Company; or

     (v)  Any change in control required to be reported by Item 1 of Form 8-K of
          the Securities and Exchange Commission or by Item 6(e) of Schedule 14A
          set forth in Rule 14a-101  under the Exchange Act (or by any successor
          of either).

     A transaction  shall not constitute a Change in Control if its sole purpose
     is to  change  the  state of the  Company's  incorporation  or to  create a
     holding Company that will be owned in substantially the same proportions by
     the  persons  who held the  Company's  securities  immediately  before such
     transaction.

(h)  DEFINITION OF "GOOD REASON." For all purposes under this  Agreement,  "Good
     Reason" shall mean:

     (i)  A  significant  diminution  in the  nature or scope of the  Employee's
          authority,  duties or  responsibilities in effect immediately prior to
          the Change in Control;

     (ii) Any  reduction  in the rate of the  Employee's  Base  Compensation  in
          effect  immediately  prior to the Change in Control or a reduction  of
          10% or more in the value of the Employee's aggregate  compensation and
          benefits in effect immediately prior to the Change in Control;
<PAGE>

     (iii)The  relocation of the Employee's  principal  place of employment to a
          site more than 35 miles removed from his principal place of employment
          immediately prior to the Change in Control; or

     (iv) An  increase  of 25% or more in the  average  amount of time per month
          that  the  Employee  is  required  to take  overnight  trips  from his
          principal place of employment,  relative to the average amount of time
          per month that the Employee was required to take overnight  trips from
          his principal place of employment  immediately  prior to the Change in
          Control.

7. EMPLOYEE'S COVENANTS.

(a)  NON-SOLICITATION.  During  the  period  commencing  on  the  date  of  this
     Agreement and continuing until the second  anniversary of the date when the
     Employee's  Employment  terminated  for any reason,  the Employee shall not
     directly or indirectly, personally or through others, solicit or attempt to
     solicit (on the  Employee's  own behalf or on behalf of any other person or
     entity)  either (i) the employment of any Employee of the Company or any of
     the  Company's  affiliates  or (ii) the  business  of any  customer  of the
     Company, or of any of the Company's affiliates,  with whom the Employee had
     contact during his Employment.  During such period,  the Employee shall not
     encourage or induce,  or take any action that has the effect of encouraging
     or inducing, any Employee of the Company or any of the Company's affiliates
     to terminate his or her employment.

(b)  NON-DISCLOSURE.   The  Employee   will  execute  the   Company's   standard
     Proprietary  Information and Inventions  Agreement  simultaneously with the
     execution of this Agreement, which is incorporated herein by reference.

(c)  NON-COMPETITION.  If this Agreement is terminated  for any reason,,  during
     the twelve month period  following the effective  date when the  Employee's
     employment is terminated,  the Employee  shall not,  directly or indirectly
     (other than on behalf of the Company or with the  Company's  prior  written
     consent, which will not be unreasonably withheld),  engage in a Competitive
     Business Activity. . The term "Competitive Business Activity" shall mean:

     (i)  Engaging in, or managing or directing persons engaged in, any business
          in which the Company or any of the Company's  affiliates is engaged at
          the time of the  termination  of the  Employee's  Employment,  whether
          independently  or  as  an  Employee,   agent,   consultant,   advisor,
          independent  contractor,  proprietor,  partner,  officer,  director or
          otherwise;

     (ii) Acquiring or having an  ownership  interest in any entity that derives
          more than 15% of its gross  revenues  from any  business  in which the
          Company or any of the  Company's  affiliates is engaged at the time of
          the termination of the Employee's Employment,  except for ownership of
          1% or less of any entity whose  securities  are freely  tradable on an
          established market; or

     (iii)Participating  in the financing,  operation,  management or control of
          any firm,  partnership,  corporation,  entity or business described in
          Subsection 7(c)(ii) above.
<PAGE>

(d)  NON-DISPARAGEMENT.  If Employee's  Employment is terminated for any reason,
     the  Employee  shall not  directly  or  indirectly,  personally  or through
     others, disparage the Company or its management.

(e)  INJUNCTIVE RELIEF. The Employee acknowledges and agrees that his failure to
     perform any of his  covenants  in this  Section 7 would  cause  irreparable
     injury to the  Company  and cause  damages  to the  Company  that  would be
     difficult or  impossible  to ascertain  or quantify.  Accordingly,  without
     limiting  any other  remedies  that may be  available  with  respect to any
     breach  of  this  Agreement,  the  Employee  consents  to the  entry  of an
     injunction to restrain any breach of this Section 7.

(f)  SURVIVAL.  The covenants in this Section 7 shall survive any termination or
     expiration  of  this  Agreement  and  the  termination  of  the  Employee's
     Employment with the Company for any reason.

8. SUCCESSORS.

(a)  COMPANY'S  SUCCESSORS.  This Agreement  shall be binding upon any successor
     (whether  direct or  indirect  and  whether  by  purchase,  lease,  merger,
     consolidation, liquidation or otherwise) to all or substantially all of the
     Company's  business  and/or assets.  For all purposes under this Agreement,
     the term  "Company"  shall include any successor to the Company's  business
     and/or assets, which become bound by this Agreement.

(b)  EMPLOYEE'S  SUCCESSORS.  This  Agreement  and all  rights  of the  Employee
     hereunder  shall  inure to the  benefit  of,  and be  enforceable  by,  the
     Employee's personal or legal  representatives,  executors,  administrators,
     successors, heirs, distributees, devisees and legatees.

9. MISCELLANEOUS PROVISIONS.

(a)  NOTICE. Notices and all other communications contemplated by this Agreement
     shall be in  writing  and shall be deemed to have been duly  given when (i)
     personally  delivered,  (ii)  delivered  to the  U.S.  Postal  Service  for
     delivery by registered or certified mail or (iii) delivered to a comparable
     private service  offering  guaranteed  deliveries in the ordinary course of
     its  business.  Notice under  clauses (ii) and (iii) shall be valid only if
     delivery  charges have been prepaid and a return receipt will be furnished.
     In the case of the  Employee,  notice under clauses (ii) and (iii) shall be
     addressed to him at the home address which he most recently communicated to
     the Company in writing.  In the case of the Company,  notice under  clauses
     (ii) and  (iii)  shall  be  addressed  to its  corporate  headquarters  and
     directed to the attention of its Secretary.
<PAGE>

(b)  MODIFICATIONS  AND  WAIVERS.  No  provision  of  this  Agreement  shall  be
     modified, waived or discharged unless the modification, waiver or discharge
     is agreed to in writing  and signed by the  Employee  and by an  authorized
     officer of the Company (other than the Employee). No waiver by either party
     of any breach of, or of compliance with, any condition or provision of this
     Agreement  by the other  party  shall be  considered  a waiver of any other
     condition  or  provision  or of the same  condition or provision at another
     time.

(c)  WHOLE AGREEMENT.  This Agreement  supersedes any prior employment agreement
     between the Employee and the Company. No other agreements,  representations
     or understandings  (whether oral or written and whether express or implied)
     which  are not  expressly  set  forth in this  Agreement  have been made or
     entered  into by either party with  respect to the subject  matter  hereof.
     This Agreement and the  Proprietary  Information  and Inventions  Agreement
     between the Employee and the Company  contain the entire  understanding  of
     the parties with respect to the subject matter hereof.

(d)  WITHHOLDING  TAXES. All payments made under this Agreement shall be subject
     to reduction to reflect taxes or other  charges  required to be withheld by
     law.

(e)  CHOICE OF LAW. The validity,  interpretation,  construction and performance
     of this Agreement  shall be governed by the laws of the State of California
     (except their provisions governing the choice of law).

(f)  SEVERABILITY.  The  invalidity  or  unenforceability  of any  provision  or
     provisions   of  this   Agreement   shall  not  affect  the   validity   or
     enforceability  of any other provision  hereof,  which shall remain in full
     force and effect.

(g)  ARBITRATION.  Subject to Section 7(e), any controversy or claim arising out
     of or relating to this Agreement or the breach  thereof,  or the Employee's
     Employment  or the  termination  thereof,  shall be  settled  in San  Diego
     County,  California,  by arbitration in accordance  with the National Rules
     for the  Resolution  of  Employment  Disputes of the  American  Arbitration
     Association.  The decision of the arbitrator  shall be final and binding on
     the parties,  and judgment on the award  rendered by the  arbitrator may be
     entered in any court having jurisdiction  thereof. The parties hereby agree
     that the  arbitrator  shall be  empowered  to  enter  an  equitable  decree
     mandating specific enforcement of the terms of this Agreement.  The Company
     and  the  Employee  shall  share  equally  all  fees  and  expenses  of the
     arbitrator;  provided,  however,  that the Company or the Employee,  as the
     case may be, shall bear all fees and expenses of the  arbitrator and all of
     the  legal  fees  and  out-of-pocket  expenses  of the  other  party if the
     arbitrator  determines  that the claim or  position  of the  Company or the
     Employee,  as the case  may be,  was  without  reasonable  foundation.  The
     Employee hereby consents to personal  jurisdiction of the state and federal
     courts  located in the State of  California  for any  action or  proceeding
     arising from or relating to this  Agreement or relating to any  arbitration
     in which the parties are participants.
<PAGE>

(h)  NO  ASSIGNMENT.  This  Agreement  and all  rights  and  obligations  of the
     Employee  hereunder are personal to the Employee and may not be transferred
     or assigned by the Employee at any time.  The Company may assign its rights
     under this  Agreement to any entity that assumes the Company's  obligations
     hereunder in  connection  with any sale or transfer of all or a substantial
     portion of the Company's assets to such entity.

(i)  COUNTERPARTS.  This Agreement may be executed in two or more  counterparts,
     each of which shall be deemed an original,  but all of which together shall
     constitute one and the same instrument.


     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case of the Company by its duly authorized officer, as of the day and year first
above written.


Viper Networks, Inc.

     /s/ Ronald G. Weaver
By:_________________________________
    Ronald G. Weaver
Title: President and CEO


EMPLOYEE:

/s/ Donald W. Sinnar
_____________________________________
Donald W. Sinnar
[{"type": "8-K", "sequence": "1", "filename": "r8k031405.txt", "secsgml_size_bytes": 39887}]
{"company-data": {"conformed-name": "VIPER NETWORKS INC", "cik": "0001133192", "assigned-sic": "7389", "irs-number": "870410279", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32939", "film-number": "05677973"}, "business-address": {"street1": "7960 SILVERTON AVE #210", "city": "SAN DIEGO", "state": "CA", "zip": "92126", "phone": "8585474214"}, "mail-address": {"street1": "7960 SILVERTON AVE", "street2": "210", "city": "SAN DIEGO", "state": "CA", "zip": "92126"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) March 14, 2005
                                                        ------------------

                              VIPER NETWORKS, INC.
     -----------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                                      Utah
                            (State of Incorporation)

                                     0032939
                              (Commission File No.)

                                   87-0410279
                        (IRS Employer Identification No.)

              10373 Roselle Street, Suite 170, San Diego, CA 92121
                     (Address of Principal Executive Office)

        Registrant's telephone number including area code: (858) 452-8737

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425).

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)).

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the exchange
Act (17 CFR 240.13e-4(c)).
Item 1.01       Entry into a Material Definitive Agreement

Effective  March 8,  2005,  the  Board of  Directors  of  Viper  Networks,  Inc.
appointed  Donald W. Sinnar as Senior Vice  President  of  Worldwide  Sales.  In
connection with this appointment,  an Employment Agreement was entered into with
Mr. Sinnar.

Item 5.01 Appointment of Senior Vice President of Worldwide Sales

Mr.  Sinnar is an  experienced  executive in the high  technology,  software and
telecommunications  industries. He has held roles as Chief Executive and General
Manager  at  several  multi-national  and  early  stage  companies  where he was
successful  in rapidly  building  revenue and capital  formation.  Mr. Sinnar is
adept at launching  new  products and  businesses  worldwide,  rapidly  building
revenue through his professional  contacts. He has taken three companies through
successful  IPOs  and  arranged   mergers/acquisitions  of  more  than  a  dozen
companies.

Mr. Sinnar has held senior marketing  executive positions at IBM, GTC and United
Technologies Communications, where he was responsible for $300 million in annual
sales.  At such companies as First Pacific,  Datum,  Odetics and Spectrian,  Mr.
Sinnar was  responsible  for all  business  operations  and drove  extraordinary
growth   through   mergers  and   internal   programs.   He  launched   wireless
telecummunications  products  around the world  ranging  from $10 million to $70
million in first years' sales for these four companies.

Mr. Sinnar is a graduate of Benjamin Franklin University.  He is a member of the
Board of Directors of two early stage  telecommunications  firms.  He resides in
Villa Park, California with his family.

For more information  regarding the Employment  Agreement,  reference is made to
the  Employment  Agreement  attached  hereto as Exhibit  10.14 and  incorporated
herein by reference.

Item 9.01       Financial Statements and Exhibits

(c)            Exhibits

Exhibit No.    Description
----------     ---------------------------------------------------------------
10.14          Employment  Agreement dated March 8, 2005 between Viper Networks,
               Inc. and Donald W. Sinnar

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       VIPER NETWORKS, INC.

Dated: March 14, 2005                By:/s/ Jasun A. Sunstein
                                       ------------------------------------
                                       Jason A. Stunstein
                                       Vice President Finance and Secretary
EMPLOYMENT AGREEMENT

     THIS AGREEMENT is entered into on March 8, 2005,  ("Effective Date") by and
between  Donald W. Sinnar (the  "Employee")  and VIPER  NETWORKS,  INC.,  a Utah
corporation (the "Company").

1.   DUTIES AND SCOPE OF EMPLOYMENT.

(a)  POSITION.   For  the  term  of  his   employment   under   this   Agreement
     ("Employment"),  the Company  agrees to employ the Employee in the position
     of Senior Vice  President of World Wide Sales or in such other  position as
     the Company  subsequently  may assign to the Employee.  The Employee  shall
     report to the Company's President and Chief Executive Officer.

(b)  DUTIES.  The Employee will manage all sales  functions in the Company.  The
     Employee  will select,  hire and train sales  employees  as  required.  The
     employee will make hiring  decisions and  priorities in line with the goals
     of the Company.  Any staff  required to fulfill the  Companys  sales goals
     will be at the  discretion of the  Employee,  within the agreed upon budget
     guidelines set forth by the Chief Financial Officer and the Chief Executive
     Officer   of  the   Company.   Employee   will   perform   his  duties  and
     responsibilities  to the best of his abilities in a diligent,  trustworthy,
     businesslike and efficient manner.

(c)  OBLIGATIONS TO THE COMPANY. During the term of his Employment, the Employee
     shall devote his full business efforts and time to the Company.  During the
     term of his Employment,  without the prior written approval of the Company,
     the Employee shall not render  services in any capacity to any other person
     or entity  and  shall not act as a sole  proprietor,  partner  or  managing
     member of any other person or entity or as a  shareholder  owning more than
     one percent of the stock of any other corporation. The foregoing,  however,
     shall not preclude  the Employee  from  engaging in  reasonable  community,
     school or charitable  activities;  provided,  however,  Employee  shall not
     engage in any other business,  professional  or charitable  activities that
     could  reasonably  be  expected  to conflict  with the  Employee's  duties,
     responsibilities and obligations hereunder.  The Employee shall comply with
     the  Company's  policies  and rules,  as they may be in effect from time to
     time during the term of his Employment.

(d)  NO  CONFLICTING  OBLIGATIONS.  The Employee  represents and warrants to the
     Company that he is under no obligations or commitments, whether contractual
     or  otherwise,  that are  inconsistent  with  his  obligations  under  this
     Agreement.  The Employee  represents  and warrants  that he will not use or
     disclose,  in  connection  with his  employment  by the Company,  any trade
     secrets or other proprietary  information or intellectual property in which
     he or any  other  person  has any  right,  title or  interest  and that his
     employment  by the  Company  as  contemplated  by this  Agreement  will not
     infringe or violate the rights of any other person. The Employee represents
     and  warrants  to  the  Company  that  he has  returned  all  property  and
     confidential information belonging to any prior employer.
2.   CASH AND INCENTIVE COMPENSATION.

(a)  SALARY. The Company shall pay the Employee as compensation for his services
     a base  salary at a gross  annual rate of $200,000  (two  hundred  thousand
     dollars) (the "Base Salary"). The Base Salary shall be paid, initially,  to
     Employee in the form of i) $140,000 (one hundred forty thousand  dollar) in
     cash (the "Cash  Salary") and ii) $60,000 (sixty  thousand  dollars) in the
     Company's common stock,  issued quarterly at the then current market price,
     (the "Stock Salary").  The salary allocation  (between cash and stock) will
     be reviewed at the close of each calendar quarter and revised  according to
     the below described  terms for the following  calendar  quarters.  The Cash
     Salary shall be increased to $160,000 (one hundred sixty thousand  dollars)
     and the Stock Salary reduced to $40,000 (forty  thousand  dollars) when the
     company's retail sales reach $3,000,000  (three million dollars)  annually.
     The Cash Salary shall be increased to $180,000 (one hundred eighty thousand
     dollars) and the Stock Salary reduced to $20,000 (twenty thousand  dollars)
     when the Company's  retail sales reach  $4,000,000  (four million  dollars)
     annually.  The Cash Salary  shall be  increased  to $200,000  (two  hundred
     thousand  dollars) and the Stock Salary  reduced to zero when the Company's
     retail sales reach $5,000,000 (five million  dollars)  annually.  Such Cash
     Salary shall be payable in accordance with the Company's  standard  payroll
     procedures.  Such Stock Salary  shall be issued in shares of the  Company's
     Common Stock at the close of each quarter  based on the market close price,
     on the last market day of the quarter.  (The annual compensation  specified
     in this  Subsection (a),  together with any increases in such  compensation
     that the  Company  may grant  from  time to time,  is  referred  to in this
     Agreement as "Base Compensation").

(b)  INCENTIVE  BONUSES.  The  Employee  shall be paid $60,000  (sixty  thousand
     dollars) in the Company's  common stock,  at the then current market price,
     when the company's  retail sales reach $5,000,000 (five million dollars) in
     annual sales. The Employee shall be paid $70,000 (seventy thousand dollars)
     in the Company's  common stock, at the then current market price,  when the
     Company's  retail sales reach  $10,000,000  (ten million dollars) in annual
     sales. The Employee shall be paid $80,000 (eighty thousand  dollars) in the
     Company's  common  stock,  at the  then  current  market  price,  when  the
     Company's  retail  sales reach  $15,000,000  (fifteen  million  dollars) in
     annual  sales.  Retail  sales  are  those  sales  not  generated  by  Viper
     International, LLC, Brasil Communications, LLC, Mid-Atlantic International,
     Inc. or any other Company or entity selling wholesale traffic.

(c)  LONG TERM COMPENSATION.   The Employee will receive Incentive Stock Options
     on 3,000,000  (three million) shares of the Company's common stock upon the
     effective  date of this  agreement,  which will vest to the Employee over 5
     years at the rate of 20% on each  anniversary of the effective date of this
     agreement,  provided Employee is employed by the Company at the time of the
     scheduled  vesting.  The  exercise  price for each of the  options  granted
     herein  shall be the  closing  bid price as of the  Effective  Date of this
     Agreement.  In  addition,  the Employee  shall be eligible  for  additional
     annual  incentive  stock  option  grants of the  Company's  common stock in
     accordance  with the Company's  Long Term Stock Option  Incentive Plan when
     implemented  and  approved  by  the  Board  of  Directors,  which  will  be
     incorporated herein by reference.
(d)  RELOCATION. The Employee is expected to maintain a primary working place in
     Irvine, California.  Should the Company require the Employee to relocate to
     San Diego, California or any other location more than 35 miles from Irvine,
     California,  then the Company will  reimburse  the  Employee for  temporary
     living  costs and  travel  costs  incurred  for up to 12  months  after the
     effective  date  of the  change  of  location.  The  Employee  will  obtain
     temporary  living  facilities  at a  Residence  Inn or  equivalent  lodging
     convenient to such location as Employee may be assigned.  The Employee will
     make every effort to minimize temporary living expenses.  The Employee will
     be afforded  all  relocation  benefits  afforded  other  executives  of the
     Company to the extent that the Employee will be "kept whole" financially in
     relocating to such other location as Employee may be assigned.

(g)  OTHER.  The Employee  shall  participate  in any  additional  compensation,
     incentive and benefit programs offered by the Company to similarly situated
     executive  Employees.  If the  Employee  elects not to  participate  in the
     Company sponsored medical,  dental and vision benefit program,  the Company
     will  pay the  Employee  in cash the  Company's  cost  for  providing  such
     programs.

(h)  SHARE  RESTRICTIONS.  All  Shares  issued  hereunder  will  have  not  been
     registered  under  the Act or under  any  state  securities  law.  Employee
     understands   that  the  Shares  will  be   characterized  as  "restricted"
     securities  under  federal  securities  laws and that  under  such laws and
     applicable  regulations such Shares may not be resold without  registration
     except in certain limited  circumstances.  Employee agrees that he will not
     sell all or any portion of the Shares except pursuant to registration under
     the Act or pursuant to an available  exemption from registration  under the
     Act.   Employee   understands  and   acknowledges   that  all  certificates
     representing  the  Shares  shall bear the  following  legend or a legend of
     similar  import and the Company  shall refuse to transfer the Shares except
     in accordance with such restrictions:

"THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "ACT"),  OR  UNDER  CERTAIN  STATE
SECURITIES  LAWS. NO SALE OR TRANSTER OF THESE SHARES MAY BE MADE IN THE ABSENCE
OF (A) AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT OR (B) AN OPINION OF
COUNSEL  ACCEPTABLE  TO  COMPANY  THAT  REGISTRATION  UNDER  THE  ACT  OR  UNDER
APPLICABLE  STATE  SECURITIES  LAWS IS NOT  REQUIRED  IN  CONNECTION  WITH  SUCH
PROPOSED SALE OR TRANSFER."

3.  VACATION  AND  EMPLOYEE  BENEFITS.  During the term of his  Employment,  the
Employee  shall be eligible to take up to four weeks paid  vacation per annum in
accordance  with  the  Company's  standard  policy  applicable  to  all  of  its
Employees,  as it may be amended from time to time. Any unused  vacation time in
any calendar  year shall not be carried  forward to the next  calendar  year and
shall be forfeited.  During the term of his  Employment,  the Employee  shall be
eligible to participate in any Employee  benefit plans maintained by the Company
for  similarly  situated  executive  Employees,  subject  in  each  case  to the
generally  applicable  terms and  conditions  of the plan in question and to the
determinations of any person or committee administering such plan.
4. BUSINESS EXPENSES.  During the term of his Employment,  the Employee shall be
authorized to incur  necessary and reasonable  travel,  entertainment  and other
business  expenses in connection  with his duties  hereunder.  The Company shall
reimburse  the  Employee  for such  expenses  upon  presentation  of an itemized
account and  appropriate  supporting  documentation,  all in accordance with the
Company's  generally  applicable  policies.  Any single expenditure in excess of
$500 shall require the prior approval of the Company's Chief  Executive  Officer
or  Chief  Financial  Officer  in  the  form  of  the  Company's  normal  travel
authorization.

5. TERM OF EMPLOYMENT.

(a)  BASIC RULE. The Company agrees to continue the Employee's  Employment,  and
     the Employee  agrees to remain in  Employment  with the  Company,  from the
     Effective Date until the earlier of:

     (i)  The  close  of the  applicable  Initial  Term or  Renewal  Period,  as
          determined under Subsection 5(b) below; or

     (ii) The  date  when  the  Employee's  Employment  terminates  pursuant  to
          Subsection 5(c) below.

(b)  INITIAL TERM AND RENEWAL PERIODS.  The initial term of this Agreement shall
     end on March 7, 2008 (the "Initial Term").  Thereafter this Agreement shall
     automatically  be renewed for  successive  12-month  periods (the  "Renewal
     Periods"),  unless either party has given the other party written notice of
     non-renewal not less than 45 days prior to the close of the Initial Term or
     Renewal Period then in effect.

(c)  EARLY  TERMINATION.  The Employee may terminate his  Employment at any time
     and for any reason (or no  reason) by giving the  Company 30 days'  advance
     notice in writing.  The Company may terminate the Employee's  Employment at
     any time and for any reason (or no reason),  and with or without Cause,  by
     giving the  Employee 30 days'  advance  notice in writing.  The Company may
     also terminate the Employee's active Employment due to Permanent Disability
     by giving the  Employee  notice in  writing.  For all  purposes  under this
     Agreement, "Permanent Disability" shall mean that the Employee, at the time
     notice is given,  has failed to perform his duties under this Agreement for
     60 or more  consecutive  days or for 90 or more days  during  any  12-month
     period as the result of his  incapacity  due to physical or mental  injury,
     disability  or  illness.   The  Employee's   Employment   shall   terminate
     automatically in the event of his death.

(d)  EMPLOYMENT AT WILL. The Employee's Employment with the Company shall be "at
     will."  Any  contrary  representations  which  may  have  been  made to the
     Employee  shall be  superseded  by this  Agreement.  This  Agreement  shall
     constitute  the full and  complete  agreement  between the Employee and the
     Company on the "at will"  nature of the  Employee's  Employment,  which may
     only be changed in an express written  agreement signed by the Employee and
     a duly authorized officer of the Company.

(e)  RIGHTS AND OBLIGATIONS UPON  TERMINATION.  Except as expressly  provided in
     Section 6, upon the  termination of the Employee's  Employment  pursuant to
     this  Section 5, the Employee  shall only be entitled to the  compensation,
     benefits and reimbursements described in Sections 2, 3 and 4 for the period
     preceding the effective  date of the  termination.  The payments under this
     Agreement shall fully discharge all  responsibilities of the Company to the
     Employee.  The  termination of this Agreement  shall not limit or otherwise
     affect the Employee's obligations under Section 7.

6. TERMINATION BENEFITS.

(a)  GENERAL  RELEASE.  Any other  provision of this Agreement  notwithstanding,
     Subsections  6(b) and (c) below shall not apply unless the Employee (i) has
     executed a general  release (in a form  prescribed  by the  Company) of all
     known and  unknown  claims  that he may then have  against  the  Company or
     persons  affiliated  with the Company and (ii) has agreed not to  prosecute
     any legal action or other proceeding based upon any of such claims.
(b)  SEVERANCE  PAY. The Company  shall pay the Employee the  equivalent  of his
     Base  Compensation and prorated  incentive bonus in Section 2(b) above, for
     the period and in accordance with the terms stated below:

     (i)  The Company  terminates the Employee's  Employment  under Section 5(c)
          for any reason other than Cause or Permanent Disability, severance pay
          for the period stated below  payable in accordance  with the Company's
          standard payroll procedures from the effective date of the termination
          of his Employment;

          (1)  six (6) months severance pay if annualized  retail sales are less
               than $4,000,000 (four million dollars),

          (2)  twelve (12) months  severance pay if annualized  retail sales are
               $4,000,000  (four  million  dollars) in annual sales but are less
               than $8,000,000 (eight million dollars),

          (3)  eighteen (18) months severance pay if annualized retail sales are
               $8,000,000  (eight million  dollars) in annual sales but are less
               than $12,000,000 (twelve million dollars), or

          (4)  twenty-four (24) months severance pay if annualized  retail sales
               are $12,000,000 (twelve million dollars) in annual sales;

     (ii) The Company was subject to a Change in Control  and,  within 12 months
          thereafter, the Employee resigns for Good Reason or is terminated, two
          (2) years severance pay is payable in one lump sum; or

     (iii)If Employee is terminated  for Cause or this  Agreement is not renewed
          pursuant  to  Section  5(b),  Employee  shall not be  entitled  to any
          Severance Pay.

     Base  Compensation  under this Subsection 6(b) shall be paid at the rate in
     effect at the time of the termination of Employment.

(c)  EMPLOYEE  BENEFITS.  If Subsection  6(b) above  applies,  the Company shall
     continue  the coverage of the  Employee  and then  covered  dependents  (if
     applicable)  under any Employee  benefit plans described in Section 3 for a
     period  following the effective  date of the  termination of the Employee's
     employment  for a  period  equal in term to the  length  of  severance  pay
     determined  in  Subsection  6(b)  above  consistent  with the  health  care
     continuation  requirements  of COBRA.  To the extent that such plans or the
     insurance  contracts or provider  agreements  associated with such plans do
     not  permit  the  extension  of  the  Employee's   coverage  following  the
     termination  of his active  employment,  the Company shall pay the Employee
     cash in an amount  equal to the cost to the  Company of the  coverage  that
     cannot be provided.  The cash  payments  shall be made in  accordance  with
     Subsection (b) above.

(d)  ACCELERATED VESTING. If Subsection 6(b) above applies, the Employe's stock
     options  granted in Section 2(c) above by the Company shall be  immediately
     fully vested and exercisable.
(e)  COBRA.  If Subsection  6(b) above  applies,  and if the Employee  elects to
     continue  his health  insurance  coverage  under the  Consolidated  Omnibus
     Budget  Reconciliation  Act  ("COBRA")  following  the  termination  of his
     Employment,  then the date of the "qualifying  event" for purposes of COBRA
     shall be the Employee's last day of active employment.

(f)  DEFINITION OF "CAUSE." For all purposes under this Agreement, "Cause" shall
     mean:

     (i)  The Employee's misconduct relating to the Company's published policies
          for  conducting the Company's  business  affairs,  if such  misconduct
          continues for 15 days or more after the Company has given the Employee
          written  notice  describing  such  misconduct  and advising him of the
          consequences  of such misconduct  under this Agreement;  provided that
          such  notice  shall  be  required  only  with  respect  to  the  first
          occurrence of such misconduct;

     (ii) The  Company's  retail sales fail to achieve a projected or annualized
          run rate of $5,000,000 (five million dollars) in annual sales;

     (iii)The  Employee's  conviction  of, or a plea of "guilty" or "no contest"
          to, a felony under the laws of the United States or any state thereof;

     (iv) The  Employee's  failure  or  refusal  to  carry  out  the  reasonable
          directives of the Company, if such failure continues for three days or
          more  after  the  Company  has  given  the  Employee   written  notice
          describing  such failure and advising him of the  consequences of such
          failure  under this  Agreement;  provided  that such  notice  shall be
          required only with respect to the first such failure;

     (v)  Any  breach  of  this  Agreement,   the  Proprietary  Information  and
          Inventions  Agreement  between the Employee  and the  Company,  or any
          other agreement between the Employee and the Company;

     (vi) Threats  or  acts of  violence  directed  at any  present,  former  or
          prospective  Employee,  independent  contractor,  vendor,  customer or
          business partner of the Company; or

     (vii)Fraud,  dishonesty or embezzlement involving the assets or revenues of
          the Company or its affiliates, customers or suppliers.

(g)  DEFINITION OF "CHANGE IN CONTROL." For all purposes  under this  Agreement,
     "Change in Control" shall mean:

     (i)  The  consummation of a merger or  consolidation of the Company with or
          into another entity or any other corporate reorganization,  if persons
          who were not  stockholders  of the Company  immediately  prior to such
          transaction own immediately  after such transaction 50% or more of the
          voting  power  of the  outstanding  securities  of  each  of  (A)  the
          continuing or surviving  entity and (B) any direct or indirect  parent
          corporation of such continuing or surviving entity;
(ii) The sale, transfer or other disposition of all or substantially all of
          the Company's assets;

     (iii)A change in the  composition of the Board,  as a result of which fewer
          than a majority of the  incumbent  directors  are directors who either
          (A) had been  directors  of the Company on the date 24 months prior to
          the date of the event that may  constitute  a Change in  Control  (the
          "original  directors") or (B) were elected, or nominated for election,
          to the Board with the affirmative  votes of at least a majority of the
          aggregate  of the original  directors  who were still in office at the
          time of the election or nomination and the directors whose election or
          nomination   was  previously  so  approved   provided,   however  this
          subsection  shall not apply to any  change of  Directors  required  in
          order to comply with the Sarbanes-Oxley Act of 2002, as amended;

     (iv) Any  transaction  as a result of which any  person is the  "beneficial
          owner" (as defined in Rule 13d-3 under the Securities  Exchange Act of
          1934, as amended (the "Exchange  Act")),  directly or  indirectly,  of
          securities  of the  Company  representing  more  than 50% of the total
          voting power  represented  by the Company's  then  outstanding  voting
          securities.  For purposes of this  Paragraph  (iv),  the term "person"
          shall have the same  meaning as when used in sections  13(d) and 14(d)
          of the Exchange Act but shall exclude (A) a trustee or other fiduciary
          holding securities under an Employee benefit plan of the Company or of
          a parent or  subsidiary  of the  Company and (B) a  corporation  owned
          directly  or  indirectly  by  the   stockholders  of  the  Company  in
          substantially  the same  proportions as their  ownership of the common
          stock of the Company; or

     (v)  Any change in control required to be reported by Item 1 of Form 8-K of
          the Securities and Exchange Commission or by Item 6(e) of Schedule 14A
          set forth in Rule 14a-101  under the Exchange Act (or by any successor
          of either).

     A transaction  shall not constitute a Change in Control if its sole purpose
     is to  change  the  state of the  Company's  incorporation  or to  create a
     holding Company that will be owned in substantially the same proportions by
     the  persons  who held the  Company's  securities  immediately  before such
     transaction.

(h)  DEFINITION OF "GOOD REASON." For all purposes under this  Agreement,  "Good
     Reason" shall mean:

     (i)  A  significant  diminution  in the  nature or scope of the  Employee's
          authority,  duties or  responsibilities in effect immediately prior to
          the Change in Control;

     (ii) Any  reduction  in the rate of the  Employee's  Base  Compensation  in
          effect  immediately  prior to the Change in Control or a reduction  of
          10% or more in the value of the Employee's aggregate  compensation and
          benefits in effect immediately prior to the Change in Control;
(iii)The  relocation of the Employee's  principal  place of employment to a
          site more than 35 miles removed from his principal place of employment
          immediately prior to the Change in Control; or

     (iv) An  increase  of 25% or more in the  average  amount of time per month
          that  the  Employee  is  required  to take  overnight  trips  from his
          principal place of employment,  relative to the average amount of time
          per month that the Employee was required to take overnight  trips from
          his principal place of employment  immediately  prior to the Change in
          Control.

7. EMPLOYEE'S COVENANTS.

(a)  NON-SOLICITATION.  During  the  period  commencing  on  the  date  of  this
     Agreement and continuing until the second  anniversary of the date when the
     Employee's  Employment  terminated  for any reason,  the Employee shall not
     directly or indirectly, personally or through others, solicit or attempt to
     solicit (on the  Employee's  own behalf or on behalf of any other person or
     entity)  either (i) the employment of any Employee of the Company or any of
     the  Company's  affiliates  or (ii) the  business  of any  customer  of the
     Company, or of any of the Company's affiliates,  with whom the Employee had
     contact during his Employment.  During such period,  the Employee shall not
     encourage or induce,  or take any action that has the effect of encouraging
     or inducing, any Employee of the Company or any of the Company's affiliates
     to terminate his or her employment.

(b)  NON-DISCLOSURE.   The  Employee   will  execute  the   Company's   standard
     Proprietary  Information and Inventions  Agreement  simultaneously with the
     execution of this Agreement, which is incorporated herein by reference.

(c)  NON-COMPETITION.  If this Agreement is terminated  for any reason,,  during
     the twelve month period  following the effective  date when the  Employee's
     employment is terminated,  the Employee  shall not,  directly or indirectly
     (other than on behalf of the Company or with the  Company's  prior  written
     consent, which will not be unreasonably withheld),  engage in a Competitive
     Business Activity. . The term "Competitive Business Activity" shall mean:

     (i)  Engaging in, or managing or directing persons engaged in, any business
          in which the Company or any of the Company's  affiliates is engaged at
          the time of the  termination  of the  Employee's  Employment,  whether
          independently  or  as  an  Employee,   agent,   consultant,   advisor,
          independent  contractor,  proprietor,  partner,  officer,  director or
          otherwise;

     (ii) Acquiring or having an  ownership  interest in any entity that derives
          more than 15% of its gross  revenues  from any  business  in which the
          Company or any of the  Company's  affiliates is engaged at the time of
          the termination of the Employee's Employment,  except for ownership of
          1% or less of any entity whose  securities  are freely  tradable on an
          established market; or

     (iii)Participating  in the financing,  operation,  management or control of
          any firm,  partnership,  corporation,  entity or business described in
          Subsection 7(c)(ii) above.
(d)  NON-DISPARAGEMENT.  If Employee's  Employment is terminated for any reason,
     the  Employee  shall not  directly  or  indirectly,  personally  or through
     others, disparage the Company or its management.

(e)  INJUNCTIVE RELIEF. The Employee acknowledges and agrees that his failure to
     perform any of his  covenants  in this  Section 7 would  cause  irreparable
     injury to the  Company  and cause  damages  to the  Company  that  would be
     difficult or  impossible  to ascertain  or quantify.  Accordingly,  without
     limiting  any other  remedies  that may be  available  with  respect to any
     breach  of  this  Agreement,  the  Employee  consents  to the  entry  of an
     injunction to restrain any breach of this Section 7.

(f)  SURVIVAL.  The covenants in this Section 7 shall survive any termination or
     expiration  of  this  Agreement  and  the  termination  of  the  Employee's
     Employment with the Company for any reason.

8. SUCCESSORS.

(a)  COMPANY'S  SUCCESSORS.  This Agreement  shall be binding upon any successor
     (whether  direct or  indirect  and  whether  by  purchase,  lease,  merger,
     consolidation, liquidation or otherwise) to all or substantially all of the
     Company's  business  and/or assets.  For all purposes under this Agreement,
     the term  "Company"  shall include any successor to the Company's  business
     and/or assets, which become bound by this Agreement.

(b)  EMPLOYEE'S  SUCCESSORS.  This  Agreement  and all  rights  of the  Employee
     hereunder  shall  inure to the  benefit  of,  and be  enforceable  by,  the
     Employee's personal or legal  representatives,  executors,  administrators,
     successors, heirs, distributees, devisees and legatees.

9. MISCELLANEOUS PROVISIONS.

(a)  NOTICE. Notices and all other communications contemplated by this Agreement
     shall be in  writing  and shall be deemed to have been duly  given when (i)
     personally  delivered,  (ii)  delivered  to the  U.S.  Postal  Service  for
     delivery by registered or certified mail or (iii) delivered to a comparable
     private service  offering  guaranteed  deliveries in the ordinary course of
     its  business.  Notice under  clauses (ii) and (iii) shall be valid only if
     delivery  charges have been prepaid and a return receipt will be furnished.
     In the case of the  Employee,  notice under clauses (ii) and (iii) shall be
     addressed to him at the home address which he most recently communicated to
     the Company in writing.  In the case of the Company,  notice under  clauses
     (ii) and  (iii)  shall  be  addressed  to its  corporate  headquarters  and
     directed to the attention of its Secretary.
(b)  MODIFICATIONS  AND  WAIVERS.  No  provision  of  this  Agreement  shall  be
     modified, waived or discharged unless the modification, waiver or discharge
     is agreed to in writing  and signed by the  Employee  and by an  authorized
     officer of the Company (other than the Employee). No waiver by either party
     of any breach of, or of compliance with, any condition or provision of this
     Agreement  by the other  party  shall be  considered  a waiver of any other
     condition  or  provision  or of the same  condition or provision at another
     time.

(c)  WHOLE AGREEMENT.  This Agreement  supersedes any prior employment agreement
     between the Employee and the Company. No other agreements,  representations
     or understandings  (whether oral or written and whether express or implied)
     which  are not  expressly  set  forth in this  Agreement  have been made or
     entered  into by either party with  respect to the subject  matter  hereof.
     This Agreement and the  Proprietary  Information  and Inventions  Agreement
     between the Employee and the Company  contain the entire  understanding  of
     the parties with respect to the subject matter hereof.

(d)  WITHHOLDING  TAXES. All payments made under this Agreement shall be subject
     to reduction to reflect taxes or other  charges  required to be withheld by
     law.

(e)  CHOICE OF LAW. The validity,  interpretation,  construction and performance
     of this Agreement  shall be governed by the laws of the State of California
     (except their provisions governing the choice of law).

(f)  SEVERABILITY.  The  invalidity  or  unenforceability  of any  provision  or
     provisions   of  this   Agreement   shall  not  affect  the   validity   or
     enforceability  of any other provision  hereof,  which shall remain in full
     force and effect.

(g)  ARBITRATION.  Subject to Section 7(e), any controversy or claim arising out
     of or relating to this Agreement or the breach  thereof,  or the Employee's
     Employment  or the  termination  thereof,  shall be  settled  in San  Diego
     County,  California,  by arbitration in accordance  with the National Rules
     for the  Resolution  of  Employment  Disputes of the  American  Arbitration
     Association.  The decision of the arbitrator  shall be final and binding on
     the parties,  and judgment on the award  rendered by the  arbitrator may be
     entered in any court having jurisdiction  thereof. The parties hereby agree
     that the  arbitrator  shall be  empowered  to  enter  an  equitable  decree
     mandating specific enforcement of the terms of this Agreement.  The Company
     and  the  Employee  shall  share  equally  all  fees  and  expenses  of the
     arbitrator;  provided,  however,  that the Company or the Employee,  as the
     case may be, shall bear all fees and expenses of the  arbitrator and all of
     the  legal  fees  and  out-of-pocket  expenses  of the  other  party if the
     arbitrator  determines  that the claim or  position  of the  Company or the
     Employee,  as the case  may be,  was  without  reasonable  foundation.  The
     Employee hereby consents to personal  jurisdiction of the state and federal
     courts  located in the State of  California  for any  action or  proceeding
     arising from or relating to this  Agreement or relating to any  arbitration
     in which the parties are participants.
(h)  NO  ASSIGNMENT.  This  Agreement  and all  rights  and  obligations  of the
     Employee  hereunder are personal to the Employee and may not be transferred
     or assigned by the Employee at any time.  The Company may assign its rights
     under this  Agreement to any entity that assumes the Company's  obligations
     hereunder in  connection  with any sale or transfer of all or a substantial
     portion of the Company's assets to such entity.

(i)  COUNTERPARTS.  This Agreement may be executed in two or more  counterparts,
     each of which shall be deemed an original,  but all of which together shall
     constitute one and the same instrument.

     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case of the Company by its duly authorized officer, as of the day and year first
above written.

Viper Networks, Inc.

     /s/ Ronald G. Weaver
By:_________________________________
    Ronald G. Weaver
Title: President and CEO

EMPLOYEE:

/s/ Donald W. Sinnar
_____________________________________
Donald W. Sinnar