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) January 27, 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>

Items 1.01, 1.02, 2.01, 3.02, 7.01, and 8.01

     On  August  21,  2003,  Viper  Networks,  Inc.,  a  Utah  corporation  (the
"Company")  entered into an Asset  Purchase  Agreement  (the  "Agreement")  with
Young's  Environmental  Solutions,  LLC, a Nevada limited liability company (the
"Seller").  The Seller is an entity  owned and  managed by Stephen D.  Young,  a
former officer and director of the Company ("Young").

     Under the terms of the Agreement, the Company purchased a one-half interest
in land located in San Jacinto, California (the "Real Property"). At the time of
the  Agreement,  the Company  intended to develop the Real  Property and include
facilities for the Company.

     The purchase of the Real  Property  was  undertaken  through the  Company's
issuance of an aggregate of 4,000,000  shares of the  Company's  Common Stock to
two transferees who had, by prior agreement, transferred the land to the Seller.
The Agreement grants each of the two transferees piggy-back  registration rights
to  include  up  to an  aggregate  of  1,000,000  shares  each  in a  Form  SB-2
registration  statement that may be filed by the Company.  The Agreement further
provides that the two transferees shall be allowed to sell,  subject to Rule 144
of the  Securities  Act of 1933, up to 250,000  shares each during each calendar
quarter  commencing  one year  after the date at which the  shares are issued in
payment of the purchase price of the Real Property.

     Subsequently,  on January 27, 2005, the Company and the Seller entered into
a settlement agreement (the "Settlement  Agreement").  The Settlement Agreement,
by its terms, was effective August 21, 2003 and provides for the following:

     (1)  The  Company  and the  Seller  agreed  that  Young  was to  return  an
          aggregate of 4,400,000 shares of the Company's Common Stock previously
          issued to Young with all said shares to be returned to the Company for
          cancellation; and

     (2)  The Company and Young  agreed that the Company was  released  from all
          obligations to Young (and all affiliates of Young) in connection  with
          the following  common stock purchase  options and all rights  thereto,
          all rights to receive  shares of the Company's  Common Stock,  and all
          rights to receive all other consulting fees, as previously  granted to
          Young or as claimed as granted to Young, namely:

               (a)  the common stock  purchase  option giving Young the right to
                    purchase  500,000  shares  of  the  Company's  Common  Stock
                    (granted on July 17, 2003);

               (b)  the common stock  purchase  option giving Young the right to
                    purchase  250,000  shares  of  the  Company's  Common  Stock
                    (granted on December 16, 2003); and

               (c)  all  obligations  that the  Company has or may have to Young
                    for any other consulting fees, whether earned or unearned in
                    any capacity.
<PAGE>

     (4)  The Company  and the Seller  also agreed that Young would  assume sole
          and exclusive responsibility:

               (a)  for the payment of all debts and  encumbrances in connection
                    with the purchase, ownership,  possession,  maintenance, and
                    operation of all activity on the Real Property;

               (b)  for all costs  incurred in  connection  with the transfer of
                    record title to the Real Property to ensure that the Company
                    is not listed as holding any interest in the Real  Property;
                    and

               (c)  to provide the  Company,  to the extent  that the  insurance
                    carrier will so provide,  with an insurance  binder  showing
                    that the Company is an  additional  insured on all insurance
                    policies  on the  Real  Property  and  for  the  Company  to
                    continue as an additional insured on all such policies for a
                    period of three years thereafter.

     (5)  For its part and not  withstanding  the other terms of the  Settlement
          Agreement,  the  Company  agreed  to  reimburse  Young by  issuing  an
          unsecured  subordinated  promissory  note  equal  to the net  proceeds
          received  by the  Company  arising  out of the  financing  of the Real
          Property.

     (6)  The Company also agreed to grant Young a common stock purchase warrant
          for the purchase of up to  2,750,000  shares of the  Company's  Common
          Stock (the "New  Option")  at an  exercise  price of thirty  cents per
          share  (the  "Exercise  Price").  The New  Option  is  exercisable  as
          follows: (a) 1,000,000 shares may be purchased on or after October 12,
          2005;  (b)  1,000,000  shares may be purchased on or after October 12,
          2006;  and 750,000  shares may be  purchased  on or after  October 12,
          2007.  The New Option and all rights to purchase the Company's  shares
          expires on October 12, 2009.  The New Option also contains  provisions
          to adjust  the  Exercise  Price and the  number of shares  purchasable
          thereunder   in  the  event  in  the  nature  of  a  stock   split  or
          recapitalization.

     (7)  The Company and the Seller (including Young and a corporate  affiliate
          of Young) also agreed to mutually and forever released each other from
          and  against  any and all  liabilities,  claims,  demands,  causes  of
          action, rights (contingent, accrued, or otherwise) which either has or
          may have against the other party  (including,  but not limited to, any
          officers,  directors,  or other affiliates) except that the Seller was
          not  released  from  any  liability  that may be  asserted  by the two
          transferees;

     (8)  The Company  agreed to pay Young the sum of $12,000 for past  services
          as an outside  director  and Young  agreed to resign as a director and
          officer of the Company effective October 12, 2004.
<PAGE>

The Company  entered  into the  Settlement  Agreement  to resolve  uncertainties
related to the purchase of the Real  Property and believes  that the  Settlement
Agreement will better serve the Company's long-term interests.

Item 1.01, 7.01, and 8.01

Dial Discount USA Inc., one of the first  web-based  long distance  companies in
the marketplac that began marketing long distance  products and services in1999,
will  feature  Viper  Networks on the Web site of its  wholly-owned  subsidiary,
BroadbandTeleco.com.  The site will be selling Viper  Networks home and business
products,  which  start as low as $49.99 and $129.99 for  business  users.  Dial
Discount USA Inc. is a non-facilities based telephone company offering local and
long distance service in one-package to customers world-wide.



                                    EXHIBITS

Exhibit 10(C)  Settlement Agreement signed January 27, 2005

                                   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: February 1, 2005                By:/s/ Paul E. Atkiss
                                       -----------------------------------
                                       Paul E. Atkiss
                                       Chief Financial Officer

<PAGE>

Exhibit 10(C)
                              SETTLEMENT AGREEMENT

THIS SETTLEMENT  AGREEMENT  ("Agreement") is effective as of August 21, 2003, by
and between  among Viper  Networks,  Inc.,  a Utah  corporation  with  principal
offices  at 7660 Fay  Avenue,  Suite  H3339,  La Jolla,  California  92037  (the
"Releasee") on the one hand, and Young's Environmental  Solutions,  LLC a Nevada
limited liability company with principal address at 840 McAllister  Avenue,  Big
Bear  City,  California  92314  (the  "LLC  Releasor"),   Young's  Environmental
Solutions,  Inc. a Nevada  corporation with principal  address at 840 McAllister
Avenue, Big Bear City, California 92314 (the "Corporate  Releasor"),  Stephen D.
Young, a married individual whose principal  residence is 840 McAllister Avenue,
Big Bear City, California 92314 (the "Individual  Releasor").  The LLC Releasor,
the Corporate  Releasor,  and the Individual  Releasor are  hereinafter  jointly
referred to as the "Releasors."

WHEREAS:

A.   The  Releasee  and the LLC  Releasor  are  parties  to that  certain  Asset
     Purchase  Agreement dated August 21, 2003 (the  "Understanding")  where the
     Releasee,  through  the  negotiations  and  discussions  conducted  by  the
     Individual  Releasor,  issued Four Million (4,000,000) shares of its common
     stock ($0.001 par value) (the  "Transaction  Shares") to a Glenn C. Barnett
     and George A. Brown (both, collectively, as the "Investors").

B.   The Understanding  contemplated that the Releasee was to acquire a one-half
     interest in certain real property located in San Jacinto, Riverside County,
     California and as more particularly  described in the legal description set
     for as Exhibit A attached hereto (the "Real Property").

C.   The Releasee and the Releasors, subject to the terms and conditions of this
     Agreement,  seek  to  fully,  completely,  and  irrevocably  terminate  the
     Understanding  and terminate all rights and  obligations  that the Releasee
     and the  Releasors  may have to all persons  identified or described in the
     Understanding.

D.   The Releasee and the Releasors, subject to the terms and conditions of this
     Agreement,  seek to fully and finally settle and terminate all  liabilities
     and  obligations  that the Releasee has or may have to all of the Releasors
     and  to  fully  and  finally  settle  and  terminate  all  liabilities  and
     obligations that the Releasors may have to the Releasee.
<PAGE>

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1.00. Release of Claims by the Releasees and Releasors.

     1.01.  Release By Releasee.  In  consideration  of: (a) the mutual releases
herein;  (b) the  indemnifications  provided by the Releasors to the Releasee as
set forth  herein;  (c) the  Individual  Releasor's  delivery of one (1) or more
common certificates representing an aggregate of four million (4,000,000) shares
of the common stock of Releasee ($0.001 par value) (the "Cancelled  Shares") and
one (1) or more common  certificates  representing  an aggregate of four hundred
thousand  (400,000)  shares of the common  stock of Releasee  ($0.001 par value)
representing  the dividend  issued on that stock pursuant to the 11-for-10 stock
split effective October 17, 2004 (the "Cancelled  Dividend Shares") as set forth
in Section 1.05(a) of this Agreement;(d) the delivery by the Individual Releasor
of the Letter of Resignation  attached as Exhibit B to this  Agreement;  and (e)
the full and faithful  performance  of the  obligations  by the Releasors as set
forth in Section 1.05 of this  Agreement and upon execution of this Agreement by
the  Releasors  and the  Releasee,  then the  Releasee  on its own behalf and on
behalf of each of all of its current  and former  officers,  directors,  agents,
parent  corporations,   sister  corporations,   affiliates,   attorneys,  heirs,
successors in interest, and assigns (the "Releasing Parties"),  hereby fully and
forever releases, acquits and discharges each and every one of the Releasors and
each of their current and former  officers,  directors,  stockholders,  members,
managers,  agents, parent corporations,  sister corporations,  limited liability
companies,  affiliates,  heirs,  assigns,  trustees,  trustors,   beneficiaries,
attorneys,  together  with all  affiliates,  business  associates,  all entities
currently or previously  associated  or  affiliated  with any one or more of the
Releasors  and  each of  them,  of and  from  any and all  liabilities,  claims,
demands, actions, causes of action and rights (contingent accrued, or otherwise)
(collectively,  as  "Claims")  which the Releasee  (and any  officer,  director,
employee  or agent of the  Releasee)  may now have  against  any or all  parties
released.  Notwithstanding  the  provisions  of  Sections  1.01 and 1.04 of this
Agreement  or any other  term or  provision  of this  Agreement,  the  Releasing
Parties are not hereby  releasing the Releasors from and against any Claims that
may be asserted by the Investors, Circle B Development Company, or any person or
persons  claiming  under or through one or more of them in  connection  with the
issuance of the Transaction Shares pursuant to the Understanding. The Individual
Releasor  shall retain all liability to all said persons in the event any claims
or demands are asserted in connection  with the  offering,  sale, or issuance of
the Transaction Shares pursuant to the Understanding.

     1.02.  Release by Releasors.  In consideration  of: (a) the mutual releases
herein; (b) the  indemnifications  provided by the Releasee to the Releasors set
forth herein;  (c) the full and faithful  performance of the  obligations of the
Releasee as set forth in Section 1.05 of this  Agreement  and upon  execution of
this  Agreement by the Releasors  and the Releasee;  and (d) together with other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, then the Releasors, individually and collectively and on their own
behalf and on behalf of each of their  current and former  officers,  directors,
stockholders,   members,   managers,   agents,   parent   corporations,   sister
corporations,   limited  liability  companies,  affiliates,   attorneys,  heirs,
successors in interest, and assigns, hereby fully and forever releases,  acquits
and  discharges  the  Releasee  and each of their  current and former  officers,
directors, agents, parent corporations, sister corporations,  affiliates, heirs,
assigns,  trustees,  trustors,  beneficiaries,   attorneys,  together  with  all
affiliates, business associates, all entities currently or previously associated
or affiliated  with the Releasee and each of them (all such persons are included
in the definition "Releasees" for the purpose of this Section 1.02), of and from
any and all Claims which the Releasors  (including  any one or more of them) may
now have against any or all Releasees.
<PAGE>

     1.03 Release by Individual  Releasor.  In consideration  of: (a) the mutual
releases  herein;  (b) the  indemnifications  provided  by the  Releasee  to the
Individual  Releasor  set forth  herein;  (c) the  payment  of the sum of Twelve
Thousand Dollars  ($12,000.00) (the "Consulting Fee") to the Individual Releasor
by the Releasee;  and (d) together  with other good and valuable  consideration,
the receipt and sufficiency of which is hereby acknowledged, then the Individual
Releasor,  individually and on behalf of his agents, parent corporation,  sister
corporation,   limited  liability  companies,   affiliates,   attorneys,  heirs,
successors in interest, and assigns, hereby fully and forever releases,  acquits
and discharges the Releasee from:

(a)  All rights and interests that the  Individual  Releasor has or may have to:
     (i) the  Cancelled  Shares and Cancelled  Dividend  Shares (as described in
     Section 1.05(a) of this Agreement).

(b)  All  obligations  that the  Releasees  have or may  have to the  Individual
     Releasor  arising  out of that  certain  Option to  Purchase  Five  Hundred
     Thousand  (500,000)  shares of the common stock of the Releasee  dated July
     17, 2003;

(c)  All  obligations  that the  Releasees  have or may  have to the  Individual
     Releasor  arising out of that certain  Option to Purchase Two Hundred Fifty
     Thousand  (250,000)  shares  of the  common  stock  of the  Releasee  dated
     December 16, 2003;

(d)  All  obligation  that  the  Releasees  have or may  have to the  Individual
     Releasor arising out of that certain 2000 Equity Incentive Plan (including,
     but not limited to,  Non-Statutory Stock Options,  Incentive Stock Options,
     Limited Rights, and Stock Awards);

(e)  All  obligations  that the  Releasees  have or may  have to the  Individual
     Releasor or any other  persons for the  issuance of any capital  stock that
     has not been earned (the "Pending  Shares")  arising out of and pursuant to
     the terms of, that certain Securities  Purchase  Agreement,  dated July 16,
     2003 among the Releasee, certain representatives of the Releasee,  Coliance
     Communications,  Inc., a California corporation  ("Coliance"),  and certain
     holders  of  the  capital  stock  of  Coliance  (the   "Coliance   Purchase
     Agreement"),  except that it is  expressly  agreed that the Pending  Shares
     described  on  Exhibit E  Agreement  which have not been  delivered  to the
     Individual  Releasor  to date  pending  the  occurrence  of the  applicable
     qualifying event and/or time frame relating to delivery thereof,  have been
     issued  and  remain  pending,  as set forth in Exhibit E, and are not being
     released or waived by the Individual Releasor.

(f)  All  obligations  that Releasee has or may have to the Individual  Releasor
     for any  consulting  fees or  similar,  whether  earned or  unearned in any
     capacity, except as provided in the first paragraph of Section 1.03, above.

     The Releasees and the Individual Releasor hereby acknowledge and agree that
the release of  obligations  described in this Section 1.03 of this Agreement is
in addition to the  provisions of this  Agreement  releasing the Releasee of all
obligations to the Individual Releasor otherwise provided hereunder.
<PAGE>

     1.04.  Mutual  Waiver;  Section  1542.  In executing  and  delivering  this
Agreement and releasing each of the other respective parties herein,  each party
hereby waives any and all rights which may exist under Section 1542 of the Civil
Code of the State of California, which provides as follows:

A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
EXPECT  TO EXIST IN HIS FAVOR AT THE TIME OF  EXECUTING  THE  RELEASE,  WHICH IF
KNOWN BY HIM MUST HAVE  MATERIALLY  AFFECTED  HIS  SETTLEMENT  WITH THE  DEBTOR,
INCLUDING BUT NOT LIMITED TO ANY AND ALL OTHER  ACTIONS  WHICH MAY  CONSTITUTE A
BREACH OF A FIDUCIARY  DUTY WHICH IS CURRENTLY  UNKNOWN  AND/OR  UNDISCLOSED  TO
RELEASEE AT THE TIME OF EXECUTION OF THIS AGREEMENT.

     1.05.  Actions To Be Taken Upon Execution.  All of the parties hereto agree
that upon execution of this Agreement,  or at the times  expressly  provided for
below in this Section 1.05:

(a)  The Individual  Releasor shall,  at no cost or expense to Releasee,  return
     and deliver  the  Cancelled  Shares and  Cancelled  Dividend  Shares to the
     Releasee,  which shall be comprised of the Shares of Releasee  Common Stock
     represented in the Stock Certificates listed on Exhibit G attached hereto.

(b)  The Individual Releasor shall, at no cost or expense to Release, return and
     deliver  all of the Pending  Shares  listed and shown on Exhibit E attached
     hereto to Paul G. Goss,  Esq.,  1775 Sherman  Street,  Suite 2550,  Denver,
     Colorado 80203 as escrow agent, (the "Escrow Agent")  concurrently with the
     execution of this  Agreement,  to be held in escrow until the occurrence of
     each qualifying  event and/or time frame as set forth in Exhibit E, as more
     particularly set forth in the form of Escrow  Agreement  attached hereto as
     Exhibit H.

(c)  The Individual Releasor shall deliver the Letter of Resignation (Exhibit B)
     attached hereto.

(d)  The  Individual  Releasor  shall  cause his spouse to execute and deliver a
     copy of the Consent of Spouse-Young (Exhibit C) attached hereto to Releasee
     (at no cost or expense to Releasee).

(e)  The Individual  Releasor  shall,  at no cost or expense to Releasee,  cause
     each and  every  person  who  holds  or may  claim a deed of  trust,  lien,
     mortgage,  claim,  or encumbrance  ("Encumbrance")  on the Real Property to
     fully  and  forever  release,   acquit  and  discharge  Releasee  from  all
     obligations  that Releasee has or may have to any said person on account of
     any  Encumbrance  and  furnish  Releasee  with  a  copy  of  all  documents
     supporting said release and discharge,  to the extent that the Releasee has
     or may  have  any  obligations  to such  person(s)  on the  account  of any
     Encumbrance on the Real Property.
<PAGE>

(f)  Individual  Releasor,  the LLC Releasor and/or the Corporate Releasor shall
     assume  sole  and   exclusive   responsibility   for  the  payment  of  all
     Encumbrances  and all other  debts,  obligations,  commitments  incurred in
     connection  with the  purchase,  ownership,  possession,  maintenance,  and
     operation  of all  activity  of the  Real  Property  as of the  date of the
     Understanding.

(g)  The Individual  Releasor,  the LLC Releasor and/or the Corporate  Releasor,
     shall, at no cost or expense to Releasee,  cause to be filed such documents
     as may be  necessary or required by law, if any, and at the sole expense of
     the Individual Releasee,  to ensure that Releasee is not named or listed as
     holding any interest in the Real Property.

(h)  The Individual Releasor shall, within fifteen (15) days of the execution of
     this  Agreement and at no cost or expense to Releasee,  deliver to Releasee
     an  insurance  binder  showing  that the  Releasee is an  additional  named
     insured on all insurance  policies on the Real Property,  to the extent the
     insurance  carriers  will issue such binder,  and the  Individual  Releasor
     agrees to maintain the Releasee as an additional named insured for a period
     of three (3) years  thereafter.  In absence of a binder naming  Releasee as
     additional   named  insured,   the  Individual   Releasor  will  provide  a
     certificate of insurance during the three year period.

(i)  The Individual Releasor shall, within fifteen (15) days of the execution of
     this  Agreement  and at no cost or expense to Releasee  deliver to Releasee
     all assets and products that are the personal property of Releasee,  if the
     Individual  Releasor  has  any  such  Releasee  personal  property  in  his
     possession.

(j)  The  Releasee  shall,  upon  execution  of this  Agreement,  pay the  Board
     Consulting  Fee  described  in the first  paragraph of Section 1.03 of this
     Agreement.

(k)  The Releasee  shall,  subject to Section  1.05(a) of this  Agreement,  upon
     execution  of  this  Agreement  deliver  to  the  Individual  Releasor  the
     following stock certificates  representing the following shares of Releasee
     common stock (the "Undelivered Shares"): (i) Stock Certificate No. 3372 for
     2,000,000 Undelivered Shares, (ii) Stock Certificate No. 3518 for 1,000,000
     Undelivered  Shares,   (iii)  Stock  Certificate  No.  4092  for  1,100,000
     Undelivered Shares, (iv) Stock Certificate No. 4132 for 200,000 Undelivered
     Shares, and (v) Stock Certificate No. 4135 for 100,000  Undelivered Shares.
     {The 4,400,000  Undelivered  Shares  (representing the Cancelled Shares and
     the Cancelled Dividend Shares), as set forth in detail in Exhibit G, are to
     be  delivered  to  the  Individual  Releasor  such  that  they  are  deemed
     delivered,  and then  concurrently  be  delivered  and  turned  over by the
     Individual  Releasor  to  Releasee as the  Cancelled  Shares and  Cancelled
     Dividend Shares pursuant to Section 1.05(a) of this Agreement.
<PAGE>

(l)  The Releasee shall, take the actions set forth in Sections 1.06 and 1.07.

     All of the parties to this Agreement acknowledge and agree that each of the
Releasors are  individually  and jointly  responsible for the performance of the
obligations set forth in this Section 1.05 of this Agreement. All of the parties
to this  Agreement  acknowledge  and agree  that the  performances  required  by
Sections 1.05(a), 1.05(b), 1.05(c), 1.05(d), 1.05(e), 1.05(f), 1.05(g), 1.05(j),
and  1.05(k)  shall be fully  and  faithfully  performed  concurrently  with the
execution of this Agreement is executed.

     1.06 Issuance of Promissory  Note to Individual  Releasor.  Notwithstanding
any other provision of this Agreement and in consideration of the obligations of
each party to this  Agreement,  together with other and valuable  consideration,
the receipt and sufficiency is acknowledged:

(a)  Issuance of Note.  Releasee  shall,  upon the execution of this  Agreement,
     issue to Individual  Releasor the Unsecured  Subordinated  Promissory  Note
     shown as Exhibit D attached  hereto and  incorporated  by reference  herein
     (the "Note") as payment in full of all amounts,  except for the  Consulting
     Fee, due the Individual Releasor by Releasee; and

(b)  Additional  Effective  Date.  The  Releasee  and the  Releasors  agree that
     Sections 1.00,  1.01, 1.02, 1.03, 1.04, 1.08, 2.00, 2.01, 2.02, 2.03, 4.00,
     5.00, 6.00, and 7.00 (and all subsections thereunder) shall also apply with
     equal force and effect as of the date of the Note as if this Agreement were
     also effective on such date.

     1.07 Grant of Common Stock  Purchase  Warrant to Releasor.  Notwithstanding
any other  provision  of this  Agreement  and in  consideration  of the full and
faithful performance by the Releasors of their obligations under this Agreement,
Releasee  shall,  upon the  execution  of this  Agreement,  grant to  Individual
Releasor a Common Stock Purchase  Warrant (the "Warrant") for the purchase of up
to Two Million Seven Hundred Fifty Thousand (2,750,000) shares of the Releasee's
Common Stock ($0.001 par value) (the "Warrant  Shares") as more fully  described
in Exhibit F attached to this Agreement.

     1.08  Resignation  of Individual  Releasor.  The Releasee and the Releasors
hereby  acknowledge that the Individual  Releasor  resigned as a director of the
Releasee  effective  October  12,  2004,  and has  utilized  his own offices and
facilities in rendering all services to Releasee.  Individual  Releasor  further
agrees to assume all  responsibility for the payment of all employment and other
taxes  that may be  incurred  by him  whether  by  exercise  of the  Warrant  or
otherwise.
<PAGE>

     2.00  Termination  of   Understanding.   The  Releasee  and  the  Releasors
acknowledge and agree that all rights and obligations  that the Releasee and the
Releasors or any one or more of them may have to all other persons identified or
described in the Understanding are hereby terminated.

     2.01 Representations of the Releasors. The Releasors and each of them
hereby warrant and represent that, as of the date of execution of this
Agreement:

(a)  no one or more of the Releasors  have taken any action which would cause or
     reasonably  result in the transfer or  assignment of the  Understanding  in
     whole or in part, to any other person or persons;

(b)  no one or more of the Releasors  have taken any action which would cause or
     reasonably result in the transfer,  assignment, or assumption of any rights
     and obligations described in the Understanding, in whole or in part, to any
     person or persons; and

(c)  each person who is a party or who controls a party in the  Understanding is
     able to fully and irrevocably terminate the Understanding.

(d)  the Releasors have informed the Investors of the terms of the Understanding
     and the restrictions imposed on the public resale of the Transferred Shares
     recited in the Understanding.

(e)  the Individual  Releasor has the power and authority to execute and deliver
     this Agreement and to perform his  obligations  and covenants  contemplated
     hereby;

(f)  that neither the execution of this Agreement nor performance hereunder will
     (i) violate,  conflict with or result in a breach of any  provisions of, or
     constitute  a default (or an event  which,  with notice or lapse of time or
     both, would constitute a default) under the terms, conditions or provisions
     of any contract,  agreement or other  instrument or obligation to which the
     Individual  Releasor  is a  party,  or by which  he may be  bound,  or (ii)
     violate any order, judgment, writ, injunction or decree applicable to him.

(g)  the LLC Releasor is a limited liability company, and the Corporate Releasor
     is a corporation each duly organized  validly existing and in good standing
     under the laws of their respective states of formation;

(h)  the LLC Releasor has full limited  liability  power and authority,  and the
     Corporate  Releasee has full corporate power and authority,  to execute and
     deliver  this  Agreement  and to perform  their  respective  covenants  and
     obligations contemplated hereby;

(i)  the  execution,  delivery and  performance  of this Agreement has been duly
     authorized  by the  LLC  Releasor's  member(s)  and/or  manager(s)  and the
     Corporate Releasor's Board of Directors respectively,  and no other limited
     liability company or corporate approvals are necessary;
<PAGE>

(j)  that neither the execution of this Agreement nor performance hereunder will
     (i) violate,  conflict with or result in a breach of any  provisions of, or
     constitute  a default (or an event  which,  with notice or lapse of time or
     both, would constitute a default) under the terms, conditions or provisions
     of the LLC Releasor's Articles of Organization, and/or Operating Agreement,
     if any, and the Corporate  Releasor's Articles of Incorporation or By-Laws,
     or any  contract,  agreement or other  instrument  or  obligation  to which
     either of the LLC Releasor or Corporate  Releasor are a party,  or by which
     either of them may be bound,  or (ii)  violate any order,  judgment,  writ,
     injunction or decree applicable to either of them.

2.02  Representations  of  the  Releasee.   The  Releasee  hereby  warrants  and
represents that, as of the date of execution of this Agreement:

(a)  it has not taken any action which would cause or  reasonably  result in the
     transfer or  assignment  of the  Understanding  in whole or in part, to any
     other person or persons;

(b)  it has not taken any action which would cause or  reasonably  result in the
     transfer, assignment, or assumption of any rights and obligations described
     in the Understanding, in whole or in part, to any person or persons; and

(c)  Releasee  has the  full  power  to  fully  and  irrevocably  terminate  the
     Understanding  and any said  termination  shall not create or result in the
     breach of any other agreements, understandings, commitments, or obligations
     that the Releasee has or may have to any other person or persons.

(d)  it is a corporation  duly organized  validly  existing and in good standing
     under the laws of the state of its incorporation;

(e)  it has full  corporate  power and  authority  to execute and  deliver  this
     Agreement and to perform the obligations and covenants contemplated hereby;

(f)  the  execution,  delivery and  performance  of this Agreement has been duly
     authorized by its Board of Directors and no other  corporate  approvals are
     necessary;

(g)  that neither the execution of this Agreement nor performance hereunder will
     (i) violate,  conflict with or result in a breach of any  provisions of, or
     constitute  a default (or an event  which,  with notice or lapse of time or
     both, would constitute a default) under the terms, conditions or provisions
     of its Articles of Incorporation  or By-Laws or any contract,  agreement or
     other  instrument or obligation to which it is a party,  or by which it may
     be bound, or (ii) violate any order,  judgment,  writ, injunction or decree
     applicable to it.

(h)  Neither  the  Releasee  Business  Plan (as that term is  defined in Section
     2.03(d) nor the Releasee Financial Statements (as that herein is defined in
     Section 2.03(d)) contains any untrue statement of a material fact, or omits
     to state a material fact  necessary in order to make the disclosure in such
     Releasee Business Plan or Releasee Financial Statements not misleading.
<PAGE>

     2.03 Representation of Individual Releasor.  The Individual Releasor hereby
warrants and represents that:

     (a)  Individual  Releasor is an Accredited Investor as that term is defined
          under Rule 501(a)(1) of Regulation D of the Securities Act of 1933;

     (b)  Individual  Releasor  agrees  that he is  acquiring  the  Warrant  for
          investment   purposes  only  and  not  with  a  view  to  effecting  a
          distribution, transfer, or sale of the Warrant;

     (c)  Individual  Releasor  agrees that the  Warrant and any Warrant  Shares
          acquired upon exercise of the Warrant are  restricted  securities  and
          that the Warrant and the Warrant Shares are and will bear a restricted
          securities legend as required by the Securities Act of 1933;

     (d)  Individual Releasor agrees that prior to entering into this Agreement,
          Individual  Releasor:  (1) received from Releasee a copy of Releasee's
          current business plan bearing all attachments, schedules, and exhibits
          thereto  (the  "Releasee  Business  Plan");  (2)  received  a copy  of
          Releasee's  unaudited  financial  statements and financial reports for
          the prior two fiscal years (the "Releasee Financial Statements");  (3)
          had  sufficient  opportunity  to ask  questions  of  Releasee  and its
          officers  and  directors  regarding  the  affairs  and  operations  of
          Releasee and to receive answers to each of all said questions; and (4)
          received a copy of any additional documents and information  regarding
          the  current  plans and  strategies  that  Releasee  may pursue in the
          future.

     (e)  Individual Releasor agrees that the Warrant and the Warrant Shares are
          speculative investments and there can be no assurance that the Warrant
          and the Warrant Shares are or will possess any value in the future. In
          the event that Individual  Releasor exercises the Warrant,  Individual
          Releasor may need to hold the Warrant Shares for an indefinite  period
          of time. The Warrant and the Warrant Shares represent a form of equity
          that is and will remain  subordinate  to the claims of the  Releasee's
          current and future  creditors  pursuant to the  corporate law of state
          under  which  Releasee  is  incorporated.  The  exercise  price of the
          Warrant was determined on an arbitrary  basis without any reference to
          the  Releasee's  financial  condition  or  industry  comparison.   The
          Releasee is an early-stage  company  without any history of generating
          profits  and  there  can be no  assurance  that the  Releasee  will be
          profitable or, if it becomes profitable that any profitability will be
          sustained. In the event that the Warrant is exercised for the purchase
          of the  Warrant  Shares,  there can be no  assurance  that the Warrant
          Shares  will  possess a market  value  equal to or above the  exercise
          price of the  Warrant.  The  Releasee's  common  stock is  traded on a
          limited and sporadic  basis and the trading  market for the Releasee's
          common stock may not allow  Releasor to  effectively  sell or transfer
          any  significant  amount of the  Warrant  Shares  without  a  material
          reduction  in the price of the  Warrant  Shares.  There is no  trading
          market for the  Warrants and there is no  likelihood  that any trading
          market will ever develop. Individual Releasor agrees that prior to any
          exercise of the Warrant, Individual Releasor shall deliver and execute
          such  additional  documents  as  Releasee  or  Releasee's  counsel may
          reasonably require.
<PAGE>

     (f)  The Cancelled Shares and Cancelled  Dividend Shares are and will be as
          delivered to the Releasee  under this  Agreement  (pursuant to Section
          1.05(a)  of this  Agreement),  free of all  other  claims,  interests,
          charges, both legal and equitable,  of any other person (including any
          that may be asserted under community property laws).

     (g)  The  Pending  Shares are and will be as  delivered  the  Escrow  Agent
          (pursuant  to Section  1.05(b) of this  Agreement),  free of all other
          claims,  interests,  charges,  both legal and equitable,  of any other
          person  (including any that may be asserted under  community  property
          laws).

3.00 Termination of Prior Agreements. The parties hereby terminate the
Understanding and expressly intend that the releases provided for herein shall
release  each and every  party  thereto  from all  obligations  and  liabilities
thereunder. Each of the parties to the Understanding further agree that they
have not assigned the Understanding or any rights accruing to them thereunder to
any third party and agree to hold each and every other party to the
Understanding harmless from and against any claims or interests that may be
asserted by any person or entity that may later assert that any rights as an
assignee or transferee thereby.

4.00 Interpretation of Release. Notwithstanding anything herein set forth to the
contrary,  no provision of this Agreement:  (i) shall constitute or be construed
as a  release  or  discharge  of any  obligation,  claims  or  causes  of action
hereafter  arising out of the breach of any of the terms or  provisions  of this
Agreement;  nor (ii) shall it  constitute an admission of liability by any party
to any other party.

5.00  Indemnifications  by Releasors.  The Releasors  shall,  upon receipt of an
executed copy of this Agreement and the Releasee's full and faithful performance
of all of its  obligations,  including,  but not  limited to,  those  recited in
Sections  1.05(j),  1.05(k),  1.06,  1.07,  7.03  and  7.19 of  this  Agreement,
indemnify and defend the Releasee (and each person released and discharged,  and
their respective heirs, assigns, trustees, trustors,  beneficiaries,  attorneys,
fiduciaries, employees, and consultants, and each of them) (all collectively, as
the "First Indemnities"), and shall hold the First Indemnitees harmless from and
against  any  and  all  loss,  expense  and/or  liability  arising  directly  or
indirectly out of the enforcement or attempted enforcement by anyone (including,
but not limited to, all current and former  officers,  directors,  shareholders,
parent corporations,  sister corporations,  limited liability companies, agents,
fiduciaries,  and all current and previous  affiliates of the First Indemnitees,
and each of them) for any of the same Claims  released and discharged by each of
the  Releasors.  The  Releasors  further  indemnify  and agree to hold the First
Indemnitees  harmless  and defend the First  Indemnitees,  from and  against any
Claims by any  person in  connection  with or  related  to the  issuance  of the
Releasee's common stock for the purchase of the Real Property. In addition,  the
Releasors  hereby further  indemnify the First  Indemnitees from and against any
and all loss, expense and/or liability arising directly or indirectly out of any
Claims by any other  person  asserting  any  interest in the  Cancelled  Shares,
Cancelled Dividend Shares, Pending Shares, and the Transaction Shares.

6.00  Indemnification  by the Releasee.  The Releasee shall,  upon receipt of an
executed  copy  of ]  this  Agreement  and  the  Releasors'  full  and  faithful
performance of all the obligations, including, but not limited to, those recited
in Sections 1.05 and 7.19 of this Agreement,  indemnify and defend the Releasors
and  their  respective  heirs,  assigns,  trustees,   trustors,   beneficiaries,
attorneys,  fiduciaries,  employees,  and  consultants,  and each of them)  (all
collectively,   as  the  "Second  Indemnities"),   and  shall  hold  the  Second
Indemnitees harmless from and against any and all loss, expense and/or liability
arising  directly or indirectly out of the enforcement or attempted  enforcement
by anyone  (including,  but not limited  to, all  current  and former  officers,
directors,  shareholders,  parent  corporations,  sister  corporations,  limited
liability  companies,   agents,  fiduciaries,   and  all  current  and  previous
affiliates  of the  Second  Indemnitees,  and each of them)  for any of the same
Claims released and discharged by the Releasee.
<PAGE>

7.00 Miscellaneous.

     7.01 Further  Assurances.  Each of the parties shall hereafter  execute all
documents and do all acts reasonably  necessary to effect the provisions of this
Agreement,  including, but not limited to, any filings or deliveries that one or
more of the Releasors may be required to make in connection  with respect to the
performance of the obligations set forth in Sections 1.05(a),  1.05(b), 1.05(c),
1.05(d), 1.05(e), 1.05(f), 1.05(g), 1.05(h), 1.05(i), 1.05(j), 1.05(k), 1.06 and
1.07 of this Agreement.

          7.02 Cooperation  Clause.  Each party agrees to cooperate fully and to
               take all additional  actions that may be necessary or appropriate
               to give  full  force and  effect to the terms and  intent of this
               Agreement,  including  but not limited to, the  execution  of any
               further  documents  necessary  to fully and finally  resolve this
               matter,  and full cooperation in any and all current,  pending or
               future  lawsuits and/or legal  proceedings  arising out of events
               which  occurred  during the entire  time in which the  Individual
               Releasor was involved in any sort of business  relationship  with
               the Releasee.

     7.03 Rule 144.

     (a)  With  a view  to  making  available  to the  Individual  Releasor  the
          benefits of Rule 144 promulgated  under the Securities Act of 1933, as
          amended  (the  "1933  Act") and any other  rule or  regulation  of the
          Securities  and Exchange  Commission  (the "SEC") that may at any time
          permit the  Individual  Releasor to sell shares of common stock of the
          Releasee to the public without registration, the Releasee agrees to:

          (i)  make and keep available  public  information,  as those terms are
               defined in Rule 144, at all times after the date hereof;

          (ii) file  with the SEC in a  timely  manner  all  reports  and  other
               documents  required  of the  Company  under  the 1933 Act and the
               Securities  Exchange  Act of 1934,  as amended (the 1934 Act") if
               the  Releasee  is subject to Section 13 or 15(d) of the 1934 Act,
               or if the  Releasee  is not subject to Section 13 or 15(d) of the
               1934  Act  the  Releasee   shall  maintain   publicly   available
               information  concerning  the  Releasee  specified in Rule 15c2-11
               paragraphs  (a)(5)(i)  through (xiv) and (xvi)  promulgated under
               the 1934 Act; and

          (iii)furnish  to the  Individual  Releasor  so long as the  Individual
               Releasor  owns any shares of common  stock of the  Releasee  upon
               request  (A) a  written  statement  by the  Releasee  that it has
               complied with the reporting or public information requirements of
               Rule  144,  the  1933 Act and the 1934  Act,  and (B) such  other
               information  as  may  be  reasonably  required  in  availing  the
               Individual  Releasor  as holder of shares of common  stock of the
               Releasee of any rule or  regulation  of the SEC which permits the
               selling  of any such  shares  of  common  stock  of the  Releasee
               without registration.

     (b)  (i) The  provisions  of  Section  7.03(a)(i)  through  (iii)  shall be
          suspended for the period provided for in Section 7.03(b)(ii) hereof if
          at any time, the Releasee is engaged in  confidential  negotiations or
          other confidential business activities,  and the Board of Directors of
          the Company  determines  in good faith that such  disclosure  would be
          materially  detrimental to the Company and its  stockholders  or would
          have a material adverse effect on any such  confidential  negotiations
          or  other  confidential   business  activities  (the   "Non-Disclosure
          Determination").
<PAGE>

          (ii) The  suspension of the provisions of Section  7.03(a)(i)  through
               (iii) shall  continue  until the earlier of (A) the date on which
               the negotiations or other activities are disclosed or terminated,
               or (B) sixty (60) days  following the date of the  Non-Disclosure
               Determination.

     (c)  In no event are the  provisions  of Section  7.03(b) meant to waive or
          limit any  rights  the  Releasors  may  generally  have as  holders of
          unregistered  securities of the Releasee  arising from the  Releasee's
          failure to fulfill the provisions of Rule 144(c) promulgated under the
          1933 Act.

     7.04   Independent   Counsel.   Each  of  the  parties  to  this  Agreement
acknowledges  and agrees that it has had an  opportunity  to be  represented  by
independent counsel of its own choice throughout all negotiations which preceded
execution of this Agreement and the  transaction  referred to in this Agreement,
and each has  executed  this  Agreement  with the consent and upon the advice of
said independent counsel.  Each party represents that he or it fully understands
the provision of this  Agreement,  has  consulted  with counsel  concerning  its
terms,  and  executes  this  Agreement  of his or its own  free  choice  without
reference to any representations, promises or expectations not set forth herein.

     7.05  Successors.  The  provisions  of this  Agreement  shall be  deemed to
obligate,  extend  to,  and inure to the  benefit  of the  successors,  assigns,
transferees, grantees, and indemnitees of each of the parties to this Agreement.

     7.06  Attorneys'  Fees.  In the  event of a  dispute  between  the  parties
concerning the enforcement or interpretation  of this Agreement,  the prevailing
party in such  dispute,  whether by legal  proceedings  or  otherwise,  shall be
reimbursed  immediately  for the reasonably  incurred  attorneys' fees and other
costs and expenses by the other parties to the dispute.

     7.07 Interpretation.  Whenever the context so requires: the singular number
shall  include the  plural;  the plural  shall  include  the  singular;  and the
masculine gender shall include the feminine and neuter genders.

     7.08  Captions.  The caption by which the sections and  subsections of this
Agreement are  identified  are for  convenience  only,  and shall have no effect
whatsoever upon its interpretation.

     7.09 Exhibits.  Exhibits A, B, C, D, E, F, G, and H are an integral part of
this Agreement and each is incorporated by reference herein.

     7.10 Integration and Amendments. This Agreement, and those stipulations and
other exhibits  attached  hereto,  and which are hereby  expressly  incorporated
herein  by  reference,  after  full  execution,   acknowledgment  and  delivery,
memorializes and constitutes the entire agreement and understanding  between the
parties and supersedes and replaces all prior negotiations and agreements of the
parties,  whether  written or unwritten.  Each of the parties to this  Agreement
acknowledges  that no other party,  nor any agent or attorney of any other party
has made any  promises,  representations  or  warranty  whatsoever,  express  or
implied,  which is not  expressly  contained in this  Agreement;  and each party
further  acknowledges  that he or it has not executed this Agreement in reliance
upon any belief as to any fact not expressly recited here-in-above. No amendment
or waiver of any  provision,  term,  or  condition  of this  Agreement  shall be
effective  unless the same is in writing and executed by the party  against whom
enforcement is sought.

     7.11 Severance. If any provision of this Agreement is held to be illegal or
invalid by a court of competent jurisdiction,  such provision shall be deemed to
be severed and  deleted;  and neither  such  provision,  nor its  severance  and
deletion,  shall affect the  validity of the  remaining  provisions  unless such
severance  or deletion  materially  alters the  bargain  intended by the parties
which is reflected in this Agreement and the stipulations and exhibits  attached
hereto.
<PAGE>

     7.12  Disclaimer  of  Liability.  The  parties  to  this  Agreement  hereby
expressly  recognize and agree that the terms and  conditions of this  Agreement
constitute an accord and satisfaction of contested matters and neither the offer
nor the acceptance of the terms and conditions  hereof represent an admission of
liability  or  responsibility  on the part of any party,  each  party  expressly
disclaiming any such liability.

     7.13  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts.

     7.14 Survival of Warranties.  All  representations  and warranties  made in
this Agreement shall survive any closing and any execution of this Agreement for
a period  of five (5) years  after  any  applicable  period  provided  under any
statutes of limitation, repose, or otherwise.

     7.15  Equitable  Remedies.  In the event  that any party to this  Agreement
fails to fully and faithfully  perform their  obligations  under this Agreement,
the  non-breaching  party to this  Agreement  shall be  entitled  to a decree of
specific  performance.  This  remedy  shall  not be  exclusive  and  shall be in
addition to any other remedy available to the parties. In addition, in the event
that the Releasors or any of them fail to perform their  obligations  under this
Agreement,  the  Releasee  shall have a right of set-off  against the Note,  the
Warrant, the Warrant Shares, and all of them as the Releasee may so determine.

     7.16 Power to Bind.  Each party to this  Agreement  represents  that it has
read and  understands  the contents of this  Agreement and is empowered and duly
authorized to execute it in his individual and representative capacities.

     7.17  Interpretation  of Agreement.  This Agreement shall be interpreted in
accordance  with the law of the State of  California  as if this  Agreement  was
fully performed and executed within the State of California.

     7.18 Arbitration.  Any dispute or claim arising to or in any way related to
this Agreement shall be settled by arbitration in San Diego,  California but any
dispute or controversy  arising out of or  interpreting  this Agreement shall be
settled  in  accordance  with the laws of the  State  of  California  as if this
Agreement  were  executed and all actions were  performed  hereunder  within the
State of California.  All arbitration  shall be conducted in accordance with the
rules and regulations of the American Arbitration Association ("AAA"). AAA shall
designate an arbitrator  from an approved  list of  arbitrators  following  both
parties' review and deletion of those  arbitrators on the approved list having a
conflict of interest  with either  party.  Each party shall pay its own expenses
associated with such arbitration  (except as set forth in Section 7.04 Above). A
demand for  arbitration  shall be made within a reasonable time after the claim,
dispute or other  matter has  arisen and in no event  shall such  demand be made
after the date when institution of legal or equitable  proceedings based on such
claim,  dispute or other matter in questions  would be barred by the  applicable
statutes  of  limitations.  The  decision of the  arbitrators  shall be rendered
within 60 days of  submission  of any claim or dispute,  shall be in writing and
mailed to all the parties  ;included  in the  arbitration.  The  decision of the
arbitrator  shall be binding  upon the parties and judgment in  accordance  with
that decision may be entered in any court having jurisdiction thereof.
<PAGE>

          7.19 Confidentiality & Non-Disparagement. Each party to this Agreement
     acknowledges  and agrees that this  Agreement,  the subject  matter of this
     Agreement,  all actions taken or required by any party to this Agreement in
     connection with this Agreement,  and all actions contemplated or related to
     the performance of the express or implied  obligations  that each party has
     under this Agreement (all, collectively, as the "Confidential Matters") are
     and will remain  confidential  and that any disclosure of the  Confidential
     Matters  will  likely  result in  irreparable  injury to one or more  other
     parties to this Agreement. Notwithstanding the foregoing, any party to this
     Agreement  shall  have  the  right  to  disclose  any  one or  more  of the
     Confidential  Matters to the extent  reasonably  necessary  to protect  its
     rights under this  Agreement or as may be required under the Securities Act
     of 1933, the  Securities  Exchange Act of 1934, and any similar laws of any
     state or other  jurisdiction.  Each of the Releasors  further agrees not to
     issue or cause to be issued any press release,  other public statement,  or
     any other  description  or  statement to any third party which may cause or
     result  in the  creation  or  distribution  of any  disparaging  disclosure
     regarding  Releasee,   Releasee's  business,  or  any  officer,   director,
     employee,  or agent of the  Releasee  at any time for a period of three (3)
     years from the date of this Agreement.

     7.20 Additional Indemnification by Releasee of Individual Releasor. In
addition to any and all other indemnification obligations of the Releasee to the
Releasor under this Agreement, the Releasee shall indemnify and defend the
Individual Releasor and shall hold the Individual Releasor harmless, to the
maximum extent permitted by the laws, and decisions of the Courts, of the State
of Utah and by any additional federal or state laws or Court decisions, for any
action, suit or proceeding in which the Individual Releasor was or is a party or
is threatened to be made a party in his capacity as, or as a result of the
Individual Releasor formerly being, a director and/or officer of the Releasee,
including without limitation, any claim of, or action or proceeding pending or
instituted by, Greenland Corporation. This Section 7.20 expressly excludes
indemnification of the Individual Releasor for any conduct on the part of the
Individual Releasor, whether known or unknown, which would constitute a breach
of fiduciary duties and/or intentionally tortious conduct. This Section 7.20 is
expressly excluded from any release by the Releasee under this Agreement.


IN WITNESS WHEREOF, the parties have executed this Agreement:

FOR RELEASEE:

      /s/ Paul E. Atkiss                                        1/27/05
BY: _______________________________________            DATED: _________________
    Paul E. Atkiss, Chief Financial Officer

      /s/ James Balestraci                                      1/27/05
BY: _______________________________________            DATED: _________________
    James Balestraci, Director


FOR THE LLC RELEASOR:

     /s/ Stephen D. Young                                       1/27/05
BY: _______________________________________            DATED: _________________
    Stephen D. Young


FOR THE INDIVIDUAL RELEASOR:

/s/ Stephen D. Young                                            1/27/05
___________________________________________            DATED: _________________
Stephen D. Young, Individually


FOR THE CORPORATE RELEASOR:

    /s/ Stephen D. Young                                        1/27/05
BY:________________________________________            DATED: _________________
         Stephen D. Young





                     [SIGNATURE PAGE: SETTLEMENT AGREEMENT]


<PAGE>








                                    EXHIBIT A

                       LEGAL DESCRIPTION OF REAL PROPERTY

                                   LOCATED IN
                    SAN JACINTO, RIVERSIDE COUNTY, CALIFORNIA


                                   (Attached)


<PAGE>



                                    EXHIBIT B

                              LETTER OF RESIGNATION


                                   (Attached)



<PAGE>







                                    EXHIBIT C

                             CONSENT OF SPOUSE-YOUNG

         Karen Young
     I, ____________________________, am the spouse of Stephen D. Young.

          In  that  connection,  I  have  read  and  understand  the  terms  and
     provisions of that certain Settlement Agreement,  effective August 21, 2003
     (the "Agreement").

          I understand  that I may have  certain  community  property  rights to
     certain  shares  of the  common  stock  of  Viper  Networks,  Inc.,  a Utah
     corporation,  owned  and  held by  Stephen  D.  Young as  described  in the
     Agreement  and that,  by the terms of the  Agreement,  I and my spouse  are
     relinquishing  all rights to said  shares and certain  other  rights as set
     forth in the Agreement.

          I hereby  irrevocably  approve of and give my consent to all the terms
     and provisions of the Agreement and the  transactions  contemplated  by the
     Agreement.

          I further  acknowledge  that I am giving my consent  to the  Agreement
     freely and that I acknowledge  that I have had a sufficient  opportunity to
     consult with and receive the advice of legal counsel of my own choosing.

        1/27/05
Dated:  ____________________________

                /s/ Karen Young
Signed:  ____________________________

                Karen Young
Print Name: ____________________________



<PAGE>





                                    EXHIBIT D


<PAGE>



THE SECURITIES REPRESENTED BY THIS UNSECURED  SUBORDINATED  PROMISSORY NOTE HAVE
NOT BEEN  REGISTERED  WITH THE U.S.  SECURITIES  AND EXCHANGE  COMMISSION.  AS A
RESULT, THE SECURITIES REPRESENT RESTRICTED SECURITIES AS THT TERM IS DEFINED IN
THE SECURITIES ACT OF 1933.

                     UNSECURED SUBORDINATED PROMISSORY NOTE

San Diego, California
October 12, 2004
Page 1 of 4

     FOR  VALUE  RECEIVED,  the  undersigned,   Viper  Networks,  Inc.,  a  Utah
corporation  (hereinafter  called  "Maker"),  promises  to pay to the  order  of
Stephen D. Young with principal address at 840 McAllister Avenue, Big Bear City,
California  92314,   (together  with  all  subsequent   holders  of  this  Note,
hereinafter  called  "Payee"),  or at such other place as Payee may from time to
time designate in writing, the principal sum of One Hundred Thousand One Hundred
Forty-Eight  and No/00 Dollars  ($100,148.00)  together  with  interest  thereon
calculated on a daily basis (based, at Payee's option, on 360-day or 365/366-day
years)  from  the  date  hereof  on the  principal  balance  from  time  to time
outstanding  (the  "Principal  Amount")  as  hereinafter  provided,   principal,
interest and all other sums payable  hereunder to be paid in lawful money of the
United States of America as follows:

     A. Interest Rate.  Interest shall accrue at all times hereunder at the rate
of ten percent (10%) per annum (non-compounded) commencing upon the execution of
this Note, and shall be payable  monthly on the first calendar day of each month
thereafter until all principal, interest, and all amounts due hereunder are paid
in full.  Maker shall have the right,  but not the obligation,  to prepay all or
any portion of this Note  without  incurring  any  penalty,  fee, or  prepayment
premium.

     B. Due At  Maturity  Date.  If not  earlier  due and  payable,  the  unpaid
principal balance, any accrued and unpaid interest and all other amounts payable
hereunder  shall be due and payable in full on  November 1, 2005 (the  "Maturity
Date").

     C. Subordination.  The indebtedness  evidenced by this Note and the payment
of the principal  thereof and interest thereon shall be subordinate,  junior and
subject  in right of  payment to Senior  Indebtedness  of the Maker  hereinafter
incurred.  "Subordinate",  as used herein,  shall be deemed to mean that, in the
event of any default in the payment of Senior  Indebtedness (after giving effect
to  "cure"  provisions,  if any),  or of  liquidation,  insolvency,  bankruptcy,
reorganization,  or similar proceedings  relating to the Maker, all sums payable
on Senior  Indebtedness  shall  first be paid in full,  with  interest,  if any,
before any payment is made upon the indebtedness evidenced by this Note, "Senior
Indebtedness" shall mean the principal and other obligations arising out of, and
interest  on, all secured or unsecured  indebtedness  of the Maker to all banks,
factors,  other  institutional  lenders and other lenders (other than officer or
directors of the Releasee) who provided or provide debt  financing to the Maker,
prior to, on, or after the date of this Agreement provided that the terms of any
written agreement, executed after the date hereof, with any such Lenders require
that this Note be Subordinate as aforesaid to the Maker's Senior Indebtedness to
such Lender(s).

     Maker agrees to an effective rate of interest that is the rate stated above
plus any  additional  rate of interest  resulting  from any other charges in the
nature of interest  paid or to be paid by or on behalf of Maker,  or any benefit
received or to be received by Payee, in connection with this Note.

     If any  payment  required  under  this  Note is not  paid  within  five (5)
calendar days after the date such payment is due,  then, at the option of Payee,
Maker shall pay a "late charge" equal to Ten Percent (10%) of the amount of that
payment of  compensate  Payee for  administrative  expenses  and other  costs of
delinquent  payments in  connection  with the  collection  of any sums due Payee
under this Note. This late charge may be assessed upon written notice,  shall be
due and  payable  and shall be in  addition  to all other  rights  and  remedies
available to Payee.

     All payments on this Note shall be applied in such manner as Payee  elects,
and  may  be  applied  first  to the  payment  of any  costs,  attorney's  fees,
penalties,  late charges,  fees or other charges incurred in connection with the
indebtedness  evidenced hereby, next to the payment of accrued interest and then
to the reduction of the principal balance.

     Time is of the  essence  of this Note.  At the option of Payee,  the entire
unpaid principal balance,  all accrued and unpaid interest and all other amounts
payable  hereunder  shall become due and payable upon the failure to pay any sum
due and owing  hereunder as provided  herein or upon the occurrence of any Event
of Default, provided that Payee provides Maker with ten (10) days written notice
of any default to allow Maker the ability to cure any default. In the event that
maker effects a cure of any default, this Note and the rights and obligations of
the parties hereto shall remain without reference to any prior default.





                           [intentionally left blank]


<PAGE>



Events of Default

     The  occurrence  of  any  of  the  following  events  or  conditions  shall
constitute and is hereby defined to be an "Event of Default":

     (a)  Any failure to pay any  principal  or interest or any other amount due
          in  connection  with  this  Note when the same  shall  become  due and
          payable.

     (b)  Any  failure  or  neglect  to  perform  or  observe  any of the terms,
          provisions,  or  covenants  of  any  of  this  Note,  or  the  Maker's
          obligations,  covenants  or  agreements  set forth in (i) that certain
          Settlement   Agreement   of  even  date  among  the   Maker,   Young's
          Environmental Solutions,  LLC, Young's Environmental  Solutions,  Inc.
          and Payee,  except those set forth in Section 7.03 of such  Settlement
          Agreement,  and that  certain  warrant of even date issued by Maker to
          Payee to purchase an aggregate of 2,750,000  shares of Maker's  common
          stock, and such failure or neglect either cannot be remedied or, if it
          can be remedied, it continues unremedied for a period of ten (10) days
          after  notice  thereof  to  Maker  and an  additional  ten  (10)  days
          thereafter and Maker has not cured any said default.

     After maturity, including maturity upon acceleration,  the unpaid principal
balance, all accrued and unpaid interest and all other amounts payable hereunder
shall bear interest from the date of maturity until paid at the rate that is two
percent  (2%) above the rate that  would  otherwise  be payable  under the terms
hereof. In addition to the payment of the "late charge"  described above,  Maker
shall pay all costs and expenses, including reasonable attorneys' fees and court
costs,  incurred in the  collection  or  enforcement  of all or any part of this
Note. In the event of any court  proceedings,  court costs and  attorneys'  fees
shall be set by the court and not by jury and shall be included in any  judgment
obtained by Payee.  No provision of this Note is intended to or shall require or
permit  Payee,  directly or  indirectly,  to take,  collect or receive in money,
goods or in any other form, any interest  (including  amount deemed by law to be
interest) in excess of the maximum rate of interest permitted by applicable law.

     If any amount due from or paid by Maker shall be  determined  by a court of
competent  jurisdiction  to be interest in excess of such  maximum  rate,  Maker
shall not be  obligated  to pay such excess and, if paid,  such excess  shall be
applied  against  the unpaid  principal  balance of this Note,  or if and to the
extent that this Note has been paid in full,  such  excess  shall be remitted to
Maker.  This Note shall be binding upon Maker and its successors and assigns and
shall inure to the benefit of Payee and its successors and assigns.  All notices
required or permitted in  connection  with this Note shall be given at the place
and address as separately  provided by each party to this Note.  This Note shall
be governed by and construed according to the laws of the State of Utah.

     IN  WITNESS  WHEREOF,  these  presents  are  executed  as of the date first
written above.

                                     MAKER:

                                   VIPER NETWORKS, INC.

                                        /s/ Paul E. Atkiss
                                    By:_______________________________________
                                       Paul E. Atkiss, Chief Financial Officer

                                        /s/ James Balestraci
                                    By:_______________________________________
                                       James Balestraci, Director


<PAGE>





                                    EXHIBIT E

                  SHARE CERTIFICATES & NUMBER OF SHARES ISSUED

TO INDIVIDUAL RELEASOR TO BE DELIVERED

TO PAUL G. GOSS, ESQ.1 AND HELD IN ESCROW

<TABLE>

Stock Cert.#      Registered Holder         No. of Shares          Qualifying Event/Timeframe
<S>               <C>                       <C>                     <C>


#3299             Stephen Young                500,000                April 16, 2005

#4138             Stephen Young                 50,000                April 16, 2005

#3301             Stephen Young              1,000,000                10,000 reg USB phones sold & on network

#4133             Stephen Young                100,000                10,000 reg USB phones sold & on network

#3302             Stephen Young              1,000,000                3 mos. At $1/share OR 2nd anniversary (July 16, 2005)

#4134             Stephen Young                100,000                3 mos. At $1/share OR 2nd anniversary (July 16, 2005)
</TABLE>

Initials of Authorized Representative of Releasee: ______________________
Initials of Individual Releasor: ______________________






<PAGE>



8

                                    EXHIBIT F

                                     WARRANT

        For the Purchase of Common Stock, Par Value $0.001 per Share, of

                              VIPER NETWORKS, INC.
               (Incorporated Under the Laws of the State of Utah)


No. 1 Warrant to Purchase                                          Common Stock

     THIS IS TO  CERTIFY,  that,  for value  received,  Stephen  D.  Young  (the
"Warrantholder"),  is  entitled,  subject  to the terms and  conditions  of that
certain  Settlement  Agreement  of August  21,  2003  between  Stephen  D. Young
(including certain affiliated  entities of Stephen D. Young) and Viper Networks,
Inc., a Utah  corporation  and those terms and conditions  hereinafter set forth
and at any  time  prior  to 5:00  P.M.  P.D.T.  October  12,  2009,  San  Diego,
California  Time, to purchase up to Two Million  Seven  Hundred  Fifty  Thousand
(2,750,000)  shares (the  "Shares") of Common Stock (par value $0.001 per share)
(the  "Common  Stock"),  of  VIPER  NETWORKS,  INC.,  a  Utah  corporation  (the
"Corporation"),  from the Corporation  subject to the  Warrantholder's  full and
faithful  performance of its  obligations as recited in that certain  Settlement
Agreement,  effective August 21, 2003 (the "Settlement  Agreement") entered into
between the  Corporation  and, the  Warrantholder  and other  parties,  and upon
payment to the  Corporation  of Thirty  Cents  ($0.30) per share (the  "Purchase
Price") if and to the extent  this  Warrant is  exercised,  in whole or in part,
during  the  period  this  Warrant  remains  in force,  subject  in all cases to
adjustment  as provided in Article II hereof,  and to receive a  certificate  or
certificates  representing  the  Shares  so  purchased,  upon  presentation  and
surrender to the  Corporation  of this  Warrant,  with the form of  subscription
attached hereto duly executed,  and accompanied by payment of the Purchase Price
of each Share purchased.

                        ARTICLE I -- TERMS OF THE WARRANT

     Section 1.01 Subject to the  provisions  of Sections  1.05 and 3.01 hereof,
this Warrant may be exercised at any time and from time to time after 9:00 A.M.,
San Diego, California time as follows: (a) One Million (1,000,000) Shares of the
Common Stock may be purchased at any time on or after  October 12, 2005;  (b) an
additional One Million  (1,000,000)  Shares of the Common Stock may be purchased
on or after October 12, 2006; and (c) an additional Seven Hundred Fifty Thousand
(750,000)  Shares of the Common Stock may be  purchased on or after  October 12,
2007 (the  "Vesting  Provisions").  All  rights to  purchase  the  Shares and to
exercise this Warrant shall expire at 5:00 P.M.,  P.D.T.,  October 12, 2009 (the
"Expiration  Time") after which it shall become void,  and all rights  hereunder
shall thereupon cease.

     Section  1.02 (1) The holder of this Warrant  (the  "Holder")  may exercise
this Warrant,  in whole or in part, upon surrender of this Warrant with the form
of  subscription  attached  hereto  duly  executed,  to the  Corporation  at its
corporate office in San Diego,  California together with the full Purchase Price
for each  Share to be  purchased  in lawful  money of the United  States,  or by
certified  check,  bank draft or postal or express money order payable in United
States dollars to the order of the  Corporation,  and upon  compliance  with and
subject to the conditions set forth herein.

     (2)  Upon  receipt  of this  Warrant  with the  form of  subscription  duly
executed and  accompanied  by payment of the  aggregate  Purchase  Price for the
Shares for which this Warrant is then being  exercised,  the  Corporation  shall
cause to be issued  certificates  for the total number of whole Shares for which
this  Warrant is being  exercised  in such  denominations  as are  required  for
delivery  to the  Holder,  and the  Corporation  shall  thereupon  deliver  such
certificates to the Holder or its nominee.

     (3) In case the Holder  shall  exercise  this  Warrant with respect to less
than all of the Shares that may be purchased under this Warrant, the Corporation
shall  execute a new Warrant for the balance of the Shares that may be purchased
upon exercise of this Warrant and deliver such new Warrant to the Holder.

     (4) The  Corporation  covenants  and  agrees  that it will pay when due and
payable  any and all taxes  which may be payable in respect of the issue of this
Warrant,  or the issue of any Shares  upon the  exercise  of this  Warrant.  The
Corporation  shall not,  however,  be  required  to pay A) any  state,  federal,
franchise  or income  tax;  or B) any tax which may be payable in respect of any
transfer  involved in the  issuance or delivery of this Warrant or of the Shares
in a name other than that of the Holder at the time of surrender,  and until the
payment of such tax the Corporation shall not be required to issue such Shares.
<PAGE>

     Section  1.03 This  Warrant  may be  split-up,  combined or  exchanged  for
another Warrant or Warrants of like tenor to purchase a like aggregate number of
Shares. If the Holder desires to split-up,  combine or exchange this Warrant, he
shall make such request in writing delivered to the Corporation at its corporate
office  and  shall  surrender  this  Warrant  and any  other  Warrants  to be so
split-up, combined or exchange, the Corporation shall execute and deliver to the
person  entitled  thereto  a  Warrant  or  Warrants,  as the case may be,  as so
requested.  The  Corporation  shall  not be  required  to effect  any  split-up,
combination or exchange which will result in the issuance of a Warrant entitling
the Holder to purchase upon exercise a fraction of a Share.  The Corporation may
require  the  Holder to pay a sum  sufficient  to cover any tax or  governmental
charge  that may be imposed in  connection  with any  split-up,  combination  or
exchange of Warrants.

     Section 1.04 Prior to due presentment for  registration of transfer of this
Warrant,  the Corporation may deem and treat the Holder as the absolute owner of
this Warrant (notwithstanding any notation of ownership or other writing hereon)
for the  purpose  of any  exercise  hereof and for all other  purposes,  and the
Corporation shall not be affected by any notice to the contrary.

     Section  1.05  This  Warrant  may  not be  sold,  hypothecated,  exercised,
assigned or transferred, to any individuals,  including, but not limited to, any
entity owned,  controlled,  or affiliated with the Warrantholder except that the
Warrantholder   may,  upon  notice  and  receipt  of  written  approval  of  the
Corporation,  assign or  transfer  this  Warrant  to:  (a) a trust for which the
Warrantholder is the settlor or one or more of the beneficiaries; or (b) a legal
dependent  or heir of the  Warrantholder  (pursuant  to the laws of descent  and
distribution),  provided  that prior to any said  assignment or transfer of this
Warrant,  the assignee or transferee of this Warrant  executes such documents as
the  Corporation's  counsel may reasonably  require to ensure that the terms the
Settlement  Agreement and this Warrant are approved and accepted by any proposed
assignee or transferee.  Further, any said proposed assignment or transfer shall
be permissible only pursuant to the provisions of the Securities Act of 1933 and
applicable state securities law.  Notwithstanding  any assignment or transfer by
the  Warrantholder,  any assigneee or transferee shall not acquire any rights to
exercise  this  Warrant or  purchase  the Shares of the Common  Stock  described
herein if the Warrantholder (or any person named as a Releasor in the Settlement
Agreement) has committed any breach of the obligations  assumed by the Releasors
in the Settlement Agreement.

     Section 1.06 Any assignment  permitted hereunder shall be made by surrender
of this  Warrant to the  Corporation  at its  principal  office with the form of
assignment  attached  hereto  duly  executed  and  funds  sufficient  to pay any
transfer tax. In such event, the Corporation shall, without charge,  execute and
deliver a new Warrant in the name of the assignee  named in such  instrument  of
assignment  and this Warrant  shall  promptly be  canceled.  This Warrant may be
divided or  combined  with  other  Warrants  which  carry the same  rights  upon
presentation  thereof at the corporate office of the Corporation together with a
written notice signed by the Holder,  specifying the names and  denominations in
which such new Warrants are to be issued.

     Section  1.07  Nothing  contained  in this  Warrant  shall be  construed as
conferring  upon the Holder the right to vote or to consent or to receive notice
as a stockholder in respect of any meetings of stockholders  for the election of
directors  or  any  other  matter,  or as  having  any  rights  whatsoever  as a
stockholder of the Corporation. If, however, at any time prior to the expiration
of this Warrant and prior to its exercise, any of the following shall occur:

     (a)  the  Corporation  shall take a record of the  holders of its shares of
          Common Stock for the purpose of  entitling  them to receive a dividend
          or distribution  payable otherwise than in cash, or a cash dividend or
          distribution  payable  otherwise  than  out  of  current  or  retained
          earnings, as indicated by the accounting treatment of such dividend or
          distribution on the books of the Corporation; or
<PAGE>

     (b)  the  Corporation  shall offer to the  holders of its Common  Stock any
          additional  shares of capital stock of the  Corporation  or securities
          convertible  into or  exchangeable  for shares of capital stock of the
          Corporation, or any option, right or warrant to subscribe therefor; or

     (c)  there shall be proposed any capital reorganization or reclassification
          of the  Common  Stock,  or a sale of all or  substantially  all of the
          assets  of  the  Corporation,  or a  consolidation  or  merger  of the
          Corporation with another entity; or

     (d)  there  shall be  proposed  a  voluntary  or  involuntary  dissolution,
          liquidation or winding up of the Corporation; then, in any one or more
          of said cases, the Corporation shall cause to be mailed to the Holder,
          at the earliest  practicable  time (and,  in any event,  not less than
          thirty  (30)  days  before  any  record  date or  other  date  set for
          definitive  action),  written notice of the date on which the books of
          the  Corporation  shall close or a record  shall be taken to determine
          the stockholders entitled to such dividend, distribution,  convertible
          or exchangeable securities or subscription rights, or entitled to vote
          on such reorganization, reclassification, sale, consolidation, merger,
          dissolution,  liquidation  or  winding  up,  as the case may be.  Such
          notice shall also set forth such facts as shall indicate the effect of
          such  action  (to the extent  such  effect may be known at the date of
          such  notice)  on the  Purchase  Price and the kind and  amount of the
          Common  Stock and  other  securities  and  property  deliverable  upon
          exercise of this  Warrant.  Such notice shall also specify the date as
          of which the holders of the Common Stock of record  shall  participate
          in said  distribution or  subscription  rights or shall be entitled to
          exchange   their  Common  Stock  for   securities  or  other  property
          deliverable   upon  such   reorganization,   reclassification,   sale,
          consolidation,  merger, dissolution, liquidation or winding up, as the
          case may be (on which date,  in the event of voluntary or  involuntary
          dissolution,  liquidation or winding up of the Corporation,  the right
          to exercise this Warrant shall terminate).

     Without limiting the obligation of the Corporation to provide notice to the
holder of actions  hereunder,  it is agreed that failure of the  Corporation  to
give notice shall not invalidate such action of the Corporation.

     Section 1.08 If this Warrant is lost, stolen,  mutilated or destroyed,  the
Corporation  shall, on such reasonable  terms as to indemnity or otherwise as it
may  impose  (which  shall,  in the case of a  mutilated  Warrant,  include  the
surrender  thereof),  issue a new Warrant of like denomination and tenor as, and
in substitution  for, this Warrant,  which shall thereupon become void. Any such
new Warrant shall not  constitute an  additional  contractual  obligation of the
Corporation,  whether or not the Warrant so lost, stolen, destroyed or mutilated
shall be at any time  enforceable by anyone;  any such new Warrant shall operate
solely to replace the Warrant so lost,  stolen,  destroyed or mutilated  and the
Corporation shall have the right to require that the Warrantholder and any other
persons to indemnify the  Corporation  from and against any costs or losses that
the  Corporation  may  incur  as a  result  of  or  arising  out  of  the  loss,
destruction, or mutilation of the Warrant.
<PAGE>

     Section 1.09 (1) The Corporation  covenants and agrees that at all times it
shall reserve and keep available for the exercise of this Warrant such number of
authorized  Shares as are  sufficient  to permit  the  exercise  in full of this
Warrant.

     (2) The  Corporation  covenants  that  all  Shares,  when  issued  upon the
exercise of this Warrant, will be validly issued, fully paid,
and non-assessable.


                   ARTICLE II -- ADJUSTMENT OF PURCHASE PRICE
                 AND NUMBER OF SHARES PURCHASABLE UPON EXERCISE

     Section 2.01 In case the  Corporation  shall,  while this  Warrant  remains
unexercised,  in whole or in part, and in force,  effect a  recapitalization  of
such character that the Shares  purchasable  hereunder  shall be changed into or
become  exchangeable  for a larger or smaller number of shares,  then, after the
date of record  for  effecting  such  recapitalization,  the number of Shares of
Common  Stock which the Holder  hereof  shall be entitled to purchase  hereunder
shall be increased or decreased, as the case may be, in direct proportion to the
increase  or  decrease  in the number of shares of Common  Stock by reason  such
recapitalization, and of the Purchase Price, per share, whether or not in effect
immediately prior to the time of such  recapitalization,  of such  recapitalized
Common  Stock  shall in the case of an  increase in the number of such Shares be
proportionately  reduced,  and in the case of a  decrease  in the number of such
Shares  shall be  proportionately  increased.  For the  purposes of this Section
2.01, a stock dividend, stock split-up or reverse split shall be considered as a
recapitalization and as an exchange for a larger or smaller number of shares, as
the case may be.

     Section  2.02 In case of any  consolidation  of the  Corporation  with,  or
merger of the Corporation  into another  corporation,  or in case of any sale or
conveyance of all or  substantially  all of the assets of the Corporation  other
than in connection with a plan of complete liquidation of the Corporation, then,
as a condition of such  consolidation,  merger or sale or  conveyance,  adequate
provision  shall be made whereby the Holder shall  thereafter  have the right to
purchase and receive, upon the basis and upon the terms and conditions specified
in this  Warrant and in lieu of Shares of Common Stock  immediately  theretofore
purchasable and receivable upon the exercise of the rights  represented  hereby,
such  shares of stock or  securities  as may be issued in  connection  with such
consolidation,  merger or sale or conveyance, with respect to or in exchange for
the number of  outstanding  shares of Common Stock equal to the number of shares
of Common Stock  immediately  theretofore  purchasable  and receivable  upon the
exercise of the rights represented hereby had such consolidation, merger or sale
or conveyance, not taken place, and in any such case appropriate provision shall
be made with  respect to the rights and  interests of the Holder of this Warrant
to the end that the provisions hereof shall be applicable as nearly as may be in
relation to any shares of stock or securities  thereafter  deliverable  upon the
exercise hereof.

     Section 2.03 (a) In case the Corporation  shall, while this Warrant remains
unexercised,  in whole or in part, and in force,  issue (otherwise than by stock
dividend  or  split-up  or reverse  split) or sell  shares of its  Common  Stock
(hereinafter referred to as "Additional  Shares"),  there shall be no adjustment
in the  number  of Shares  purchasable  upon  exercise  of this  Warrant  or the
Purchase  Price,  or both of them, on account of the issuance of the  Additional
Shares or otherwise.
<PAGE>

     (b) In case the Corporation shall, while this Warrant remains  unexercised,
in whole or in part, and in force, issue or grant any rights to subscribe for or
to  purchase,  or any option,  for the purchase of, (i) Common Stock or (ii) any
indebtedness  or shares of stock  convertible  into or  exchangeable  for Common
Stock being hereinafter  referred to as "Convertible  Securities"),  or issue or
sell  Convertible  Securities,  there  shall be no  adjustment  in the number of
Shares  purchasable upon exercise of this Warrant or the Purchase Price, or both
of them, on account of the issuance of any said rights,  option,  or Convertible
Securities or any combination of them.

     Section 2.04 Subject to the  provisions  of Sections  1.01 and 2.05 of this
Warrant, in case the Corporation shall, while this Warrant remains  unexercised,
in whole or in part,  and in  force,  declare  to make any  distribution  of its
assets to holders of Common Stock as a partial liquidating  dividend,  by way of
return of capital or otherwise,  then,  after the date of record for determining
stockholders   entitled  to  such  distribution,   but  prior  to  the  date  of
distribution,  the  Holder  shall be  entitled  upon  exercise  of this  Warrant
(subject to the Vesting Provisions of Section 1.01 of this Warrant) and purchase
of any or all of the Shares of Common  Stock  subject  hereto,  to  receive  the
amount of such assets (or, at the option of the Corporation,  a sum equal to the
value  thereof at the time of such  distribution  to holders of Common  Stock as
such value is  determined by the Board of Directors of the  Corporation  in good
faith)  which  would  have been  payable to the Holder had he been the holder of
such  Shares  of  Common  Stock  on the  record  date for the  determination  of
stockholders entitled to such distribution.

     Section  2.05 Except as otherwise  provided in Section  2.02 above,  in the
case of any sale or conveyance of all or substantially  all of the assets of the
Corporation  in  connection   with  a  plan  of  complete   liquidation  of  the
Corporation,  in the case of the  dissolution,  liquidation or winding-up of the
Corporation,  all rights under this Warrant  shall  terminate on a date fixed by
the  Corporation,  such  date so  fixed to be not  earlier  than the date of the
commencement of the proceedings for such dissolution,  liquidation or winding-up
and not later than thirty (30) days after such commencement date. Notice of such
termination of purchase rights (the "Purchase Rights Termination  Notice") shall
be given to the Holder at least thirty (30) days prior to such termination date.
The Holder shall after the Purchase Rights Termination has been given, but prior
to the termination dated be entitled to exercise this Warrant, without regard to
the Vesting  Provisions of Section  1.01,  and purchase any or all of the shares
and common stock subject hereto.
<PAGE>
     Section 2.06 Any  adjustment  pursuant to the provisions of this Article II
shall be made on the basis of the  number of  Shares of Common  Stock  which the
Holder  would  have  been  entitled  to  acquire  by  exercise  of this  Warrant
immediately  prior to the event  giving rise to such  adjustment  and, as to the
Purchase  Price per share in effect  immediately  prior to the event that giving
rise to such  adjustment.  Whenever any such  adjustment is required to be made,
the  Corporation  shall  forthwith  determine the new number of Shares of Common
Stock which the Holder  hereof  shall be entitled to purchase  hereunder  and/or
such new Purchase Price per share and shall prepare, retain on file and transmit
to the  Holder  within  thirty  (30) days  after such  preparation  a  statement
describing in reasonable detail the method used in calculating such adjustment.

     Section 2.07 Anything contained herein to the contrary notwithstanding, the
Corporation shall not be required to issue any fraction of a Share in connection
with the  exercise  of this  Warrant,  and in any case where the  Holder  would,
except for the  provisions of this Section 2.07, be entitled  under the terms of
this  Warrant to receive a fraction of a Share upon such  exercise,  the Company
shall upon the  exercise and receipt of the  Purchase  Price,  issue the largest
number  of  whole  Shares  purchasable  upon  exercise  of  this  Warrant.   The
Corporation  shall  not be  required  to make any cash or  other  adjustment  in
respect of such  fraction  of a Share to which the  Holder  would  otherwise  be
entitled.  The Holder,  by the acceptance of this Warrant,  expressly waives his
right to receive a certificate for any fraction of a Share upon exercise hereof.

     Section 2.08 The form of Warrant need not be changed  because of any change
pursuant to this Article II in the Purchase  Price or in the number of Shares of
Common  Stock  purchasable  upon the  exercise  of a Warrant,  and Common  Stock
Purchase Warrants issued after such change may state the same Purchase Price and
the same  number  of  shares  of  Common  Stock as are  stated  in the  Warrants
initially issued pursuant to the Settlement Agreement.

                                 ARTICLE III --
                  REGISTRATION UNDER THE SECURITIES ACT OF 1933

     Section  3.01 This  Warrant and the Shares of Common  Stock  issuable  upon
exercise of this Warrant have not been  registered  under the  Securities Act of
1933,  as amended  ("the Act") and no rights to register  this Warrant under the
Act, the Shares  underlying  the Warrant,  or both of them, has been granted the
Warrantholder.  The  Warrantholder  acknowledges and agrees that the Warrant and
the  shares  underlying  the  Warrant  shall  not  be  sold,   transferred,   or
hypothecated absent an opinion,  acceptable to the Corporation's  counsel,  that
any said  sale,  transfer,  or  hypothecation  is exempt  from the  registration
requirements  of the Act.  Any Shares of the  Corporation's  Common Stock issued
upon exercise of this Warrant shall bear the following legend:

"The Shares  represented by this  Certificate have not been registered under the
Securities Act of 1933, as amended, and may not be transferred in the absence of
a  registration  statement  covering said Shares or an opinion of Counsel to the
Company that such registration is not required."
<PAGE>
                           ARTICLE IV -- OTHER MATTERS

     Section 4.01 The Corporation  will from time to time promptly pay,  subject
to the provisions of paragraph (4) of Section 1.02 hereof, all taxes and charges
that may be imposed upon the  Corporation in respect of the issuance or delivery
of this Warrant or the Shares purchasable upon the exercise of this Warrant.

     Section 4.02 All the covenants and provisions of this Warrant by or for the
benefit of the Corporation shall bind and inure to the benefit of its successors
and assigns hereunder.

     Sections  4.03  Notices or demands  pursuant to this Warrant to be given or
made by the Holder to or on the Corporation shall be sufficiently  given or made
if sent by certified or  registered  mail,  return  receipt  requested,  postage
prepaid,  and addressed,  until another  address is designated in writing by the
Corporation, as follows:

                              Viper Networks, Inc.
                         10373 Roselle Street, Suite 170
                           San Diego, California 92121

     Notices to the Holder provided for in this Warrant shall be deemed given or
made by the Corporation if sent by certified or registered mail,  return receipt
requested,  postage  prepaid,  and  addressed  to the  Holder at his last  known
address as it shall appear on the books of the Corporation.

     Section 4.04 The validity,  interpretation  and performance of this Warrant
shall be governed by the laws of the State of Utah.


     Section  4.05  Nothing in this  Warrant  expressed  and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to
confer upon, or give to, any person or  corporation  other than the  Corporation
and the Holder any right, remedy or claim under promise or agreement hereof, and
all covenants,  conditions,  stipulations,  promises and agreements contained in
this Warrant shall be for the sole and exclusive  benefit of the Corporation and
its  successors  and of the  Holder,  its  successors  and,  if  permitted,  its
assignees.

     Section 4.06 The Article  headings herein are for convenience  only and are
not part of this Warrant and shall not affect the interpretation thereof.

     IN WITNESS WHEREOF,  this Warrant has been duly executed by the Corporation
under its corporate seal as of the _____ day of ____________.


                                      VIPER NETWORKS, INC.

                                           /s/ Paul E. Atkiss
                                      BY ______________________________________
                                        Paul E. Atkiss, Chief Financial Officer



Attest: _____________________________


<PAGE>



                                   ASSIGNMENT

     FOR VALUE  RECEIVED,  Stephen D. Young hereby sells,  assigns and transfers
unto  __________________________________________________  the within Warrant and
the rights  represented  thereby,  and does hereby  irrevocably  constitute  and
appoint _________________________________  Attorney, to transfer said Warrant on
the books of the Corporation,  with full power of substitution.  The Assignee of
this Warrant has read and agrees to all terms of the Warrant as described in the
Warrant and agrees  that the  Company's  obligations  to issue any shares of the
Company's  Common Stock are subject to the terms and  provisions of that certain
Settlement  Agreement  between the Company  and Stephen D. Young.  The  Assignee
further  agrees  to  deliver  and  execute  such  additional  agreements  as the
Corporation may reasonably  require so as to assure the Corporation  that all of
the terms of the Settlement  Agreement and those of applicable state and federal
securities laws are satisfied.


Dated: _______________________


Signed: ______________________________

Signature guaranteed:



<PAGE>



                                SUBSCRIPTION FORM

                              VIPER NETWORKS, INC.
                         10373 Roselle Street, Suite 170
                           San Diego, California 92121

     The undersigned hereby irrevocably subscribes for the purchase of shares of
your Common Stock pursuant to and in accordance with the terms and conditions of
this Warrant,  and herewith makes payment,  covering such shares of Common Stock
which should be delivered to the  undersigned at the address stated below,  and,
if said number of shares shall not be all of the shares  purchasable  hereunder,
that a new  Warrant  of like  tenor  for the  balance  of the  remaining  shares
purchasable  hereunder  be delivered to the  undersigned  at the address  stated
below.

     The  undersigned  agrees that: (1) the  undersigned  will not offer,  sell,
transfer or otherwise  dispose of any such shares of Common Stock unless  either
(a) a registration statement, or post-effective amendment thereto, covering such
shares  of  Common  Stock  has been  filed  with  the  Securities  and  Exchange
Commission  pursuant to the Securities Act of 1933, as amended (the "Act"),  and
such sale,  transfer or other disposition is accompanied by a prospectus meeting
the  requirements  of Section 10 of the Act forming a part of such  registration
statement, or post-effective amendment thereto, which is in effect under the Act
covering  the shares of Common  Stock to be so sold,  transferred  or  otherwise
disposed  of,  or (b)  counsel  to  VIPER  NETWORKS,  INC.  satisfactory  to the
undersigned  has rendered an opinion in writing and addressed to VIPER NETWORKS,
INC. that such proposed offer, sale, transfer or other disposition of the shares
of Common Stock is exempt from the provisions of Section 5 of the Act in view of
the circumstances of such proposed offer,  sale,  transfer or other disposition;
(2)VIPER NETWORKS,  INC. may notify the transfer agent for its Common Stock that
the  certificates for the Common Stock acquired by the undersigned are not to be
transferred unless the transfer agent receives advice from VIPER NETWORKS,  INC.
that one or both of the  conditions  referred to in (1)(a) and (1)(b) above have
been satisfied;  and (3) VIPER NETWORKS,  INC. may affix the legend set forth in
Section  3.01 of this  Warrant to the  certificates  for shares of Common  Stock
hereby subscribed for, if such legend is applicable.

Dated: ________________    Signed:________________________________

Signature guaranteed:  _________________________________


Address: ___________________________________

<PAGE>






                                    EXHIBIT G

                   ALLOCATION OF STEPHEN YOUNG'S VIPER SHARES


                                   (Attached)







<PAGE>




                                    EXHIBIT H

                      ESCROW AGREEMENT OF JANUARY 27, 2005


                                   (Attached)


<PAGE>




     ESCROW  AGREEMENT,  dated as of January  27,  2005,  by and  between  VIPER
NETWORKS,  INC., a Utah corporation ("Viper"),  STEPHEN YOUNG ("Young") and PAUL
G. GOSS, ESQ., (the "Escrow Agent").

                              W I T N E S S E T H:

     WHEREAS,  as of even date herewith  Viper,  Young and other  parties,  have
entered into that certain  Settlement  Agreement (the  "Agreement")  pursuant to
which,  among other things,  Viper shall  deliver to the Escrow Agent  2,750,000
shares of common  stock (0.001 par value per share) of Viper (which are referred
to as the "Pending Shares" in the Agreement),  to be held in, and delivered from
escrow, pursuant to Section 1.05(b) and Exhibit E of the Agreement.

     WHEREAS, the Escrow Agent has agreed to act as Escrow Agent pursuant to the
terms and conditions hereinafter set forth;

     WHEREAS, capitalized terms used and not otherwise defined herein shall have
the meaning ascribed to them in the Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Viper shall deliver stock  certificates  representing the Pending Shares
which are identified and described on Schedule 1 attached hereto and made a part
hereof,  in Young's  name,  to the Escrow  Agent,  who the parties agree acts as
counsel to Viper and is not an  independent  third  party,  and the Escrow Agent
hereby  agrees to accept  receipt of the  certificates  evidencing  the  Pending
Shares.   The  certificates   representing  the  Pending  Shares  are  sometimes
hereinafter referred to as the "Escrowed Certificates."

         2. The Escrow Agent shall hold the Escrowed Certificates until they are
required to be released from escrow pursuant to Section 3 hereof.

     3(a) The Escrowed  Certificates for the applicable  Pending Shares shall be
released  from escrow and  delivered  by the Escrow  Agent to Young (i) upon the
dates set forth on  Schedule 1, or (ii) upon the  occurrence  of the events (the
"Event  Occurrence")  set forth on Schedule 1, as the case may be upon the dates
set forth in Schedule 1.

     (b) Upon the  dates  set  forth in  Schedule  1,  the  Escrow  Agent  shall
immediately release and deliver the applicable  Escrowed  Certificates which are
to be released on such dates to Young.

     (c) Viper or Young shall  immediately  notify the Escrow  Agent of an Event
Occurrence  in  writing,  and  provide a copy of such  notice in  writing to the
other.  If Viper  notifies the Escrow Agent of an Event  Occurrence,  the Escrow
Agent shall release and deliver the applicable  Escrowed  Certificates which are
to be released upon such Event Occurrences, to Young, upon receipt of the notice
of Event Occurrence.  If Young notifies the Escrow Agent of an Event Occurrence,
the Escrow Agent shall release and deliver the applicable Escrowed  Certificates
to Young  within  seven (7) days  following  the Escrow  Agent's  receipt of the
notice of Event  Occurrence,  unless the  Escrow  Agent  shall  have  received a
written notice of dispute from Viper.

     4. If a written  notice of dispute is received by the Escrow Agent pursuant
to Section 3 above,  then the Escrow  Agent shall not be required to release the
Escrowed Certificates until the entry of a final non-appealable order by a court
of competent  jurisdiction  determining all of the outstanding issues concerning
ownership of the Escrowed  Certificate or until the receipt of a joint notice by
Viper and Young or their respective successors.

     5. During the period in which the Escrow  Certificates  are held in escrow,
Young shall have all of the incidents of ownership of the Pending Shares and the
Escrowed Certificates therefor.
<PAGE>

     6. The Escrow Agent shall not be  responsible  for the  genuineness  of any
certificate or signature and may rely  conclusively  upon and shall be protected
when acting upon any notice, affidavit, request, consent, instruction,  check or
other  instrument  believed by it in good faith to be genuine or to be signed or
presented by the other person,  or duly  authorized or properly made. The Escrow
Agent shall have no  responsibility  except for the  performance  of its express
duties hereunder and no additional  duties shall be inferred herefrom or implied
hereby.  No amendment or  modification  of this Agreement or waiver of its terms
shall  affect the right and duties of the Escrow  Agent upon  acceptance  of the
Escrowed  Certificates  unless the Escrow Agent's written consent therefor shall
first have been  obtained.  The Escrow Agent shall not be  responsible or liable
for any act or omission on its part in the  performance  of its duties as Escrow
Agent  under this  Agreement,  except as such act or  omission  constitutes  bad
faith, gross negligence or fraud.

     7. The Escrow Agent shall not be required to institute or defend any action
involving  any matters  referred to herein or which  affects the Escrow Agent or
its duties or liabilities  hereunder  unless or until  requested to do so by any
party  to this  Agreement  and then  only  upon  receiving  full  indemnity,  in
character  satisfactory  to the  Escrow  Agent,  against  any  and  all  claims,
liabilities, and expenses in relation thereto (including any fees). In the event
of any dispute among the parties  hereto with respect to the Escrow Agent or its
duties:  (i) the Escrow  Agent may act or refrain  from acting in respect of any
matter  referred to herein in full  reliance  upon and by and with the advice of
counsel;  or (ii) the Escrow Agent may refrain from acting until  required to do
so by a  final  non-appealable  order  of a  court  of  competent  jurisdiction.
Notwithstanding  the foregoing,  the Escrow Agent may at any time be relieved of
its duties and  obligations  hereunder by depositing  the Escrowed  Certificates
with a court of competent jurisdiction willing to accept the same or upon thirty
(30) days written  notice of  resignation  given to the Viper and Young.  In the
event that the Escrow Agent  resigns as Escrow agent  hereunder,  then the Viper
and the Young shall obtain a mutually  satisfactory  substitute,  and the Escrow
Agent shall continue as escrow agent until a substitute escrow agent is engaged.

     8. In the event of any change in the Pending Shares during the term of this
Agreement,  by reason of any stock  dividend,  stock  split-up,  reverse  split,
recapitalization, combination, reclassification, exchange of shares or the like,
all new, substituted, or additional stock, or other securities, issued by reason
of any such change  shall be delivered to and held by the Escrow Agent under the
terms of this  Agreement  in the same  manner as the Pending  Shares  originally
escrowed hereunder.

     9. This  Agreement  shall be binding upon and shall inure to the benefit of
the parties hereto and their  respective legal  representatives,  successors and
assigns.

     10. This Agreement contains the entire agreement and understanding  between
the parties in respect of the subject  matter  hereof,  and cannot be  modified,
changed,  discharged or terminated except by an instrument in writing, signed by
the party against whom  enforcement of any  modification,  change,  discharge or
termination is sought.

     11. A waiver of the breach of any term or condition of this Agreement shall
not be deemed  to  constitute  a waiver  of any other  breach of the same or any
other condition.

     12. This  Agreement  will be construed and governed in accordance  with the
laws of the State of California, excluding choice of law rules thereof.

     13. All  notices or other  communication  required or  permitted  hereunder
shall be  sufficiently  given if delivered by hand,  or sent by certified  mail,
return receipt requested,  postage prepaid,  facsimile transmission or overnight
mail or courier, addressed as follows:

                  If to Viper, at:

                  Viper Networks, Inc.
                  7660 Fay Avenue, Suite H3339
                  La Jolla, California 92314

                  Attention: Paul Atkiss
                  Telecopier Number: (858)4525-8638

<PAGE>

                  If to Young, at:

                  Stephen D. Young
                  840 McAllister Avenue
                  Big Bear City, California 92314
                  Telecopier Number: (888) 375-7270

                  If to the Escrow Agent:

                  Paul G. Goss, Esq.
                  1775 Sherman Street, Suite 2550
                  Denver, Colorado 80203
                  Telecopier Number: (720) 981-2955

     14. In the event of any litigation or arbitration between the parties,  the
prevailing  party shall be entitled to its reasonable  attorneys' fees and costs
associated with such action.

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


                              VIPER NETWORKS, INC.

                              By:
                              -------------------------------------------------
                              Name:
                               ------------------------------------------------
                              Title:
                                 ----------------------------------------------


                                        /s/ Stephen D. Young
                                       ----------------------------------------
                                        STEPHEN D. YOUNG


                                         /s/ Paul G. Goss
                                        ---------------------------------------
                                        PAUL G. GOSS, ESQ. as Escrow Agent





<PAGE>



                                   SCHEDULE 1


                  SHARE CERTIFICATES & NUMBER OF SHARES ISSUED

                            TO YOUNG TO BE DELIVERED

                     TO THE ESCROW AGENT AND HELD IN ESCROW

<TABLE>
Stock Cert.#                        No. of Shares                      Qualifying Event/Timeframe
<S>                                 <C>                                <C>
#3299                                   500,000                         April 16, 2005

#4138                                    50,000                         April 16, 2005

#3301                                 1,000,000                         10,000 reg USB phones
                                                                         sold & on network

#4133                                   100,000                         10,000 reg USB phones
                                                                         sold & on network

#3302                                 1,000,000                         3 mos. At $1/share OR
                                                                         2nd anniversary (July 16, 2005)

#4134                                    100,000                        3 mos. At $1/share OR
                                                                         2nd anniversary (July 16, 2005)
</TABLE>
[{"type": "8-K", "sequence": "1", "filename": "r8kterm.txt", "secsgml_size_bytes": 112926}]
{"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": "05575631"}, "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) January 27, 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)).
Items 1.01, 1.02, 2.01, 3.02, 7.01, and 8.01

     On  August  21,  2003,  Viper  Networks,  Inc.,  a  Utah  corporation  (the
"Company")  entered into an Asset  Purchase  Agreement  (the  "Agreement")  with
Young's  Environmental  Solutions,  LLC, a Nevada limited liability company (the
"Seller").  The Seller is an entity  owned and  managed by Stephen D.  Young,  a
former officer and director of the Company ("Young").

     Under the terms of the Agreement, the Company purchased a one-half interest
in land located in San Jacinto, California (the "Real Property"). At the time of
the  Agreement,  the Company  intended to develop the Real  Property and include
facilities for the Company.

     The purchase of the Real  Property  was  undertaken  through the  Company's
issuance of an aggregate of 4,000,000  shares of the  Company's  Common Stock to
two transferees who had, by prior agreement, transferred the land to the Seller.
The Agreement grants each of the two transferees piggy-back  registration rights
to  include  up  to an  aggregate  of  1,000,000  shares  each  in a  Form  SB-2
registration  statement that may be filed by the Company.  The Agreement further
provides that the two transferees shall be allowed to sell,  subject to Rule 144
of the  Securities  Act of 1933, up to 250,000  shares each during each calendar
quarter  commencing  one year  after the date at which the  shares are issued in
payment of the purchase price of the Real Property.

     Subsequently,  on January 27, 2005, the Company and the Seller entered into
a settlement agreement (the "Settlement  Agreement").  The Settlement Agreement,
by its terms, was effective August 21, 2003 and provides for the following:

     (1)  The  Company  and the  Seller  agreed  that  Young  was to  return  an
          aggregate of 4,400,000 shares of the Company's Common Stock previously
          issued to Young with all said shares to be returned to the Company for
          cancellation; and

     (2)  The Company and Young  agreed that the Company was  released  from all
          obligations to Young (and all affiliates of Young) in connection  with
          the following  common stock purchase  options and all rights  thereto,
          all rights to receive  shares of the Company's  Common Stock,  and all
          rights to receive all other consulting fees, as previously  granted to
          Young or as claimed as granted to Young, namely:

               (a)  the common stock  purchase  option giving Young the right to
                    purchase  500,000  shares  of  the  Company's  Common  Stock
                    (granted on July 17, 2003);

               (b)  the common stock  purchase  option giving Young the right to
                    purchase  250,000  shares  of  the  Company's  Common  Stock
                    (granted on December 16, 2003); and

               (c)  all  obligations  that the  Company has or may have to Young
                    for any other consulting fees, whether earned or unearned in
                    any capacity.
(4)  The Company  and the Seller  also agreed that Young would  assume sole
          and exclusive responsibility:

               (a)  for the payment of all debts and  encumbrances in connection
                    with the purchase, ownership,  possession,  maintenance, and
                    operation of all activity on the Real Property;

               (b)  for all costs  incurred in  connection  with the transfer of
                    record title to the Real Property to ensure that the Company
                    is not listed as holding any interest in the Real  Property;
                    and

               (c)  to provide the  Company,  to the extent  that the  insurance
                    carrier will so provide,  with an insurance  binder  showing
                    that the Company is an  additional  insured on all insurance
                    policies  on the  Real  Property  and  for  the  Company  to
                    continue as an additional insured on all such policies for a
                    period of three years thereafter.

     (5)  For its part and not  withstanding  the other terms of the  Settlement
          Agreement,  the  Company  agreed  to  reimburse  Young by  issuing  an
          unsecured  subordinated  promissory  note  equal  to the net  proceeds
          received  by the  Company  arising  out of the  financing  of the Real
          Property.

     (6)  The Company also agreed to grant Young a common stock purchase warrant
          for the purchase of up to  2,750,000  shares of the  Company's  Common
          Stock (the "New  Option")  at an  exercise  price of thirty  cents per
          share  (the  "Exercise  Price").  The New  Option  is  exercisable  as
          follows: (a) 1,000,000 shares may be purchased on or after October 12,
          2005;  (b)  1,000,000  shares may be purchased on or after October 12,
          2006;  and 750,000  shares may be  purchased  on or after  October 12,
          2007.  The New Option and all rights to purchase the Company's  shares
          expires on October 12, 2009.  The New Option also contains  provisions
          to adjust  the  Exercise  Price and the  number of shares  purchasable
          thereunder   in  the  event  in  the  nature  of  a  stock   split  or
          recapitalization.

     (7)  The Company and the Seller (including Young and a corporate  affiliate
          of Young) also agreed to mutually and forever released each other from
          and  against  any and all  liabilities,  claims,  demands,  causes  of
          action, rights (contingent, accrued, or otherwise) which either has or
          may have against the other party  (including,  but not limited to, any
          officers,  directors,  or other affiliates) except that the Seller was
          not  released  from  any  liability  that may be  asserted  by the two
          transferees;

     (8)  The Company  agreed to pay Young the sum of $12,000 for past  services
          as an outside  director  and Young  agreed to resign as a director and
          officer of the Company effective October 12, 2004.
The Company  entered  into the  Settlement  Agreement  to resolve  uncertainties
related to the purchase of the Real  Property and believes  that the  Settlement
Agreement will better serve the Company's long-term interests.

Item 1.01, 7.01, and 8.01

Dial Discount USA Inc., one of the first  web-based  long distance  companies in
the marketplac that began marketing long distance  products and services in1999,
will  feature  Viper  Networks on the Web site of its  wholly-owned  subsidiary,
BroadbandTeleco.com.  The site will be selling Viper  Networks home and business
products,  which  start as low as $49.99 and $129.99 for  business  users.  Dial
Discount USA Inc. is a non-facilities based telephone company offering local and
long distance service in one-package to customers world-wide.

                                    EXHIBITS

Exhibit 10(C)  Settlement Agreement signed January 27, 2005

                                   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: February 1, 2005                By:/s/ Paul E. Atkiss
                                       -----------------------------------
                                       Paul E. Atkiss
                                       Chief Financial Officer
Exhibit 10(C)
                              SETTLEMENT AGREEMENT

THIS SETTLEMENT  AGREEMENT  ("Agreement") is effective as of August 21, 2003, by
and between  among Viper  Networks,  Inc.,  a Utah  corporation  with  principal
offices  at 7660 Fay  Avenue,  Suite  H3339,  La Jolla,  California  92037  (the
"Releasee") on the one hand, and Young's Environmental  Solutions,  LLC a Nevada
limited liability company with principal address at 840 McAllister  Avenue,  Big
Bear  City,  California  92314  (the  "LLC  Releasor"),   Young's  Environmental
Solutions,  Inc. a Nevada  corporation with principal  address at 840 McAllister
Avenue, Big Bear City, California 92314 (the "Corporate  Releasor"),  Stephen D.
Young, a married individual whose principal  residence is 840 McAllister Avenue,
Big Bear City, California 92314 (the "Individual  Releasor").  The LLC Releasor,
the Corporate  Releasor,  and the Individual  Releasor are  hereinafter  jointly
referred to as the "Releasors."

WHEREAS:

A.   The  Releasee  and the LLC  Releasor  are  parties  to that  certain  Asset
     Purchase  Agreement dated August 21, 2003 (the  "Understanding")  where the
     Releasee,  through  the  negotiations  and  discussions  conducted  by  the
     Individual  Releasor,  issued Four Million (4,000,000) shares of its common
     stock ($0.001 par value) (the  "Transaction  Shares") to a Glenn C. Barnett
     and George A. Brown (both, collectively, as the "Investors").

B.   The Understanding  contemplated that the Releasee was to acquire a one-half
     interest in certain real property located in San Jacinto, Riverside County,
     California and as more particularly  described in the legal description set
     for as Exhibit A attached hereto (the "Real Property").

C.   The Releasee and the Releasors, subject to the terms and conditions of this
     Agreement,  seek  to  fully,  completely,  and  irrevocably  terminate  the
     Understanding  and terminate all rights and  obligations  that the Releasee
     and the  Releasors  may have to all persons  identified or described in the
     Understanding.

D.   The Releasee and the Releasors, subject to the terms and conditions of this
     Agreement,  seek to fully and finally settle and terminate all  liabilities
     and  obligations  that the Releasee has or may have to all of the Releasors
     and  to  fully  and  finally  settle  and  terminate  all  liabilities  and
     obligations that the Releasors may have to the Releasee.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1.00. Release of Claims by the Releasees and Releasors.

     1.01.  Release By Releasee.  In  consideration  of: (a) the mutual releases
herein;  (b) the  indemnifications  provided by the Releasors to the Releasee as
set forth  herein;  (c) the  Individual  Releasor's  delivery of one (1) or more
common certificates representing an aggregate of four million (4,000,000) shares
of the common stock of Releasee ($0.001 par value) (the "Cancelled  Shares") and
one (1) or more common  certificates  representing  an aggregate of four hundred
thousand  (400,000)  shares of the common  stock of Releasee  ($0.001 par value)
representing  the dividend  issued on that stock pursuant to the 11-for-10 stock
split effective October 17, 2004 (the "Cancelled  Dividend Shares") as set forth
in Section 1.05(a) of this Agreement;(d) the delivery by the Individual Releasor
of the Letter of Resignation  attached as Exhibit B to this  Agreement;  and (e)
the full and faithful  performance  of the  obligations  by the Releasors as set
forth in Section 1.05 of this  Agreement and upon execution of this Agreement by
the  Releasors  and the  Releasee,  then the  Releasee  on its own behalf and on
behalf of each of all of its current  and former  officers,  directors,  agents,
parent  corporations,   sister  corporations,   affiliates,   attorneys,  heirs,
successors in interest, and assigns (the "Releasing Parties"),  hereby fully and
forever releases, acquits and discharges each and every one of the Releasors and
each of their current and former  officers,  directors,  stockholders,  members,
managers,  agents, parent corporations,  sister corporations,  limited liability
companies,  affiliates,  heirs,  assigns,  trustees,  trustors,   beneficiaries,
attorneys,  together  with all  affiliates,  business  associates,  all entities
currently or previously  associated  or  affiliated  with any one or more of the
Releasors  and  each of  them,  of and  from  any and all  liabilities,  claims,
demands, actions, causes of action and rights (contingent accrued, or otherwise)
(collectively,  as  "Claims")  which the Releasee  (and any  officer,  director,
employee  or agent of the  Releasee)  may now have  against  any or all  parties
released.  Notwithstanding  the  provisions  of  Sections  1.01 and 1.04 of this
Agreement  or any other  term or  provision  of this  Agreement,  the  Releasing
Parties are not hereby  releasing the Releasors from and against any Claims that
may be asserted by the Investors, Circle B Development Company, or any person or
persons  claiming  under or through one or more of them in  connection  with the
issuance of the Transaction Shares pursuant to the Understanding. The Individual
Releasor  shall retain all liability to all said persons in the event any claims
or demands are asserted in connection  with the  offering,  sale, or issuance of
the Transaction Shares pursuant to the Understanding.

     1.02.  Release by Releasors.  In consideration  of: (a) the mutual releases
herein; (b) the  indemnifications  provided by the Releasee to the Releasors set
forth herein;  (c) the full and faithful  performance of the  obligations of the
Releasee as set forth in Section 1.05 of this  Agreement  and upon  execution of
this  Agreement by the Releasors  and the Releasee;  and (d) together with other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, then the Releasors, individually and collectively and on their own
behalf and on behalf of each of their  current and former  officers,  directors,
stockholders,   members,   managers,   agents,   parent   corporations,   sister
corporations,   limited  liability  companies,  affiliates,   attorneys,  heirs,
successors in interest, and assigns, hereby fully and forever releases,  acquits
and  discharges  the  Releasee  and each of their  current and former  officers,
directors, agents, parent corporations, sister corporations,  affiliates, heirs,
assigns,  trustees,  trustors,  beneficiaries,   attorneys,  together  with  all
affiliates, business associates, all entities currently or previously associated
or affiliated  with the Releasee and each of them (all such persons are included
in the definition "Releasees" for the purpose of this Section 1.02), of and from
any and all Claims which the Releasors  (including  any one or more of them) may
now have against any or all Releasees.
1.03 Release by Individual  Releasor.  In consideration  of: (a) the mutual
releases  herein;  (b) the  indemnifications  provided  by the  Releasee  to the
Individual  Releasor  set forth  herein;  (c) the  payment  of the sum of Twelve
Thousand Dollars  ($12,000.00) (the "Consulting Fee") to the Individual Releasor
by the Releasee;  and (d) together  with other good and valuable  consideration,
the receipt and sufficiency of which is hereby acknowledged, then the Individual
Releasor,  individually and on behalf of his agents, parent corporation,  sister
corporation,   limited  liability  companies,   affiliates,   attorneys,  heirs,
successors in interest, and assigns, hereby fully and forever releases,  acquits
and discharges the Releasee from:

(a)  All rights and interests that the  Individual  Releasor has or may have to:
     (i) the  Cancelled  Shares and Cancelled  Dividend  Shares (as described in
     Section 1.05(a) of this Agreement).

(b)  All  obligations  that the  Releasees  have or may  have to the  Individual
     Releasor  arising  out of that  certain  Option to  Purchase  Five  Hundred
     Thousand  (500,000)  shares of the common stock of the Releasee  dated July
     17, 2003;

(c)  All  obligations  that the  Releasees  have or may  have to the  Individual
     Releasor  arising out of that certain  Option to Purchase Two Hundred Fifty
     Thousand  (250,000)  shares  of the  common  stock  of the  Releasee  dated
     December 16, 2003;

(d)  All  obligation  that  the  Releasees  have or may  have to the  Individual
     Releasor arising out of that certain 2000 Equity Incentive Plan (including,
     but not limited to,  Non-Statutory Stock Options,  Incentive Stock Options,
     Limited Rights, and Stock Awards);

(e)  All  obligations  that the  Releasees  have or may  have to the  Individual
     Releasor or any other  persons for the  issuance of any capital  stock that
     has not been earned (the "Pending  Shares")  arising out of and pursuant to
     the terms of, that certain Securities  Purchase  Agreement,  dated July 16,
     2003 among the Releasee, certain representatives of the Releasee,  Coliance
     Communications,  Inc., a California corporation  ("Coliance"),  and certain
     holders  of  the  capital  stock  of  Coliance  (the   "Coliance   Purchase
     Agreement"),  except that it is  expressly  agreed that the Pending  Shares
     described  on  Exhibit E  Agreement  which have not been  delivered  to the
     Individual  Releasor  to date  pending  the  occurrence  of the  applicable
     qualifying event and/or time frame relating to delivery thereof,  have been
     issued  and  remain  pending,  as set forth in Exhibit E, and are not being
     released or waived by the Individual Releasor.

(f)  All  obligations  that Releasee has or may have to the Individual  Releasor
     for any  consulting  fees or  similar,  whether  earned or  unearned in any
     capacity, except as provided in the first paragraph of Section 1.03, above.

     The Releasees and the Individual Releasor hereby acknowledge and agree that
the release of  obligations  described in this Section 1.03 of this Agreement is
in addition to the  provisions of this  Agreement  releasing the Releasee of all
obligations to the Individual Releasor otherwise provided hereunder.
1.04.  Mutual  Waiver;  Section  1542.  In executing  and  delivering  this
Agreement and releasing each of the other respective parties herein,  each party
hereby waives any and all rights which may exist under Section 1542 of the Civil
Code of the State of California, which provides as follows:

A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
EXPECT  TO EXIST IN HIS FAVOR AT THE TIME OF  EXECUTING  THE  RELEASE,  WHICH IF
KNOWN BY HIM MUST HAVE  MATERIALLY  AFFECTED  HIS  SETTLEMENT  WITH THE  DEBTOR,
INCLUDING BUT NOT LIMITED TO ANY AND ALL OTHER  ACTIONS  WHICH MAY  CONSTITUTE A
BREACH OF A FIDUCIARY  DUTY WHICH IS CURRENTLY  UNKNOWN  AND/OR  UNDISCLOSED  TO
RELEASEE AT THE TIME OF EXECUTION OF THIS AGREEMENT.

     1.05.  Actions To Be Taken Upon Execution.  All of the parties hereto agree
that upon execution of this Agreement,  or at the times  expressly  provided for
below in this Section 1.05:

(a)  The Individual  Releasor shall,  at no cost or expense to Releasee,  return
     and deliver  the  Cancelled  Shares and  Cancelled  Dividend  Shares to the
     Releasee,  which shall be comprised of the Shares of Releasee  Common Stock
     represented in the Stock Certificates listed on Exhibit G attached hereto.

(b)  The Individual Releasor shall, at no cost or expense to Release, return and
     deliver  all of the Pending  Shares  listed and shown on Exhibit E attached
     hereto to Paul G. Goss,  Esq.,  1775 Sherman  Street,  Suite 2550,  Denver,
     Colorado 80203 as escrow agent, (the "Escrow Agent")  concurrently with the
     execution of this  Agreement,  to be held in escrow until the occurrence of
     each qualifying  event and/or time frame as set forth in Exhibit E, as more
     particularly set forth in the form of Escrow  Agreement  attached hereto as
     Exhibit H.

(c)  The Individual Releasor shall deliver the Letter of Resignation (Exhibit B)
     attached hereto.

(d)  The  Individual  Releasor  shall  cause his spouse to execute and deliver a
     copy of the Consent of Spouse-Young (Exhibit C) attached hereto to Releasee
     (at no cost or expense to Releasee).

(e)  The Individual  Releasor  shall,  at no cost or expense to Releasee,  cause
     each and  every  person  who  holds  or may  claim a deed of  trust,  lien,
     mortgage,  claim,  or encumbrance  ("Encumbrance")  on the Real Property to
     fully  and  forever  release,   acquit  and  discharge  Releasee  from  all
     obligations  that Releasee has or may have to any said person on account of
     any  Encumbrance  and  furnish  Releasee  with  a  copy  of  all  documents
     supporting said release and discharge,  to the extent that the Releasee has
     or may  have  any  obligations  to such  person(s)  on the  account  of any
     Encumbrance on the Real Property.
(f)  Individual  Releasor,  the LLC Releasor and/or the Corporate Releasor shall
     assume  sole  and   exclusive   responsibility   for  the  payment  of  all
     Encumbrances  and all other  debts,  obligations,  commitments  incurred in
     connection  with the  purchase,  ownership,  possession,  maintenance,  and
     operation  of all  activity  of the  Real  Property  as of the  date of the
     Understanding.

(g)  The Individual  Releasor,  the LLC Releasor and/or the Corporate  Releasor,
     shall, at no cost or expense to Releasee,  cause to be filed such documents
     as may be  necessary or required by law, if any, and at the sole expense of
     the Individual Releasee,  to ensure that Releasee is not named or listed as
     holding any interest in the Real Property.

(h)  The Individual Releasor shall, within fifteen (15) days of the execution of
     this  Agreement and at no cost or expense to Releasee,  deliver to Releasee
     an  insurance  binder  showing  that the  Releasee is an  additional  named
     insured on all insurance  policies on the Real Property,  to the extent the
     insurance  carriers  will issue such binder,  and the  Individual  Releasor
     agrees to maintain the Releasee as an additional named insured for a period
     of three (3) years  thereafter.  In absence of a binder naming  Releasee as
     additional   named  insured,   the  Individual   Releasor  will  provide  a
     certificate of insurance during the three year period.

(i)  The Individual Releasor shall, within fifteen (15) days of the execution of
     this  Agreement  and at no cost or expense to Releasee  deliver to Releasee
     all assets and products that are the personal property of Releasee,  if the
     Individual  Releasor  has  any  such  Releasee  personal  property  in  his
     possession.

(j)  The  Releasee  shall,  upon  execution  of this  Agreement,  pay the  Board
     Consulting  Fee  described  in the first  paragraph of Section 1.03 of this
     Agreement.

(k)  The Releasee  shall,  subject to Section  1.05(a) of this  Agreement,  upon
     execution  of  this  Agreement  deliver  to  the  Individual  Releasor  the
     following stock certificates  representing the following shares of Releasee
     common stock (the "Undelivered Shares"): (i) Stock Certificate No. 3372 for
     2,000,000 Undelivered Shares, (ii) Stock Certificate No. 3518 for 1,000,000
     Undelivered  Shares,   (iii)  Stock  Certificate  No.  4092  for  1,100,000
     Undelivered Shares, (iv) Stock Certificate No. 4132 for 200,000 Undelivered
     Shares, and (v) Stock Certificate No. 4135 for 100,000  Undelivered Shares.
     {The 4,400,000  Undelivered  Shares  (representing the Cancelled Shares and
     the Cancelled Dividend Shares), as set forth in detail in Exhibit G, are to
     be  delivered  to  the  Individual  Releasor  such  that  they  are  deemed
     delivered,  and then  concurrently  be  delivered  and  turned  over by the
     Individual  Releasor  to  Releasee as the  Cancelled  Shares and  Cancelled
     Dividend Shares pursuant to Section 1.05(a) of this Agreement.
(l)  The Releasee shall, take the actions set forth in Sections 1.06 and 1.07.

     All of the parties to this Agreement acknowledge and agree that each of the
Releasors are  individually  and jointly  responsible for the performance of the
obligations set forth in this Section 1.05 of this Agreement. All of the parties
to this  Agreement  acknowledge  and agree  that the  performances  required  by
Sections 1.05(a), 1.05(b), 1.05(c), 1.05(d), 1.05(e), 1.05(f), 1.05(g), 1.05(j),
and  1.05(k)  shall be fully  and  faithfully  performed  concurrently  with the
execution of this Agreement is executed.

     1.06 Issuance of Promissory  Note to Individual  Releasor.  Notwithstanding
any other provision of this Agreement and in consideration of the obligations of
each party to this  Agreement,  together with other and valuable  consideration,
the receipt and sufficiency is acknowledged:

(a)  Issuance of Note.  Releasee  shall,  upon the execution of this  Agreement,
     issue to Individual  Releasor the Unsecured  Subordinated  Promissory  Note
     shown as Exhibit D attached  hereto and  incorporated  by reference  herein
     (the "Note") as payment in full of all amounts,  except for the  Consulting
     Fee, due the Individual Releasor by Releasee; and

(b)  Additional  Effective  Date.  The  Releasee  and the  Releasors  agree that
     Sections 1.00,  1.01, 1.02, 1.03, 1.04, 1.08, 2.00, 2.01, 2.02, 2.03, 4.00,
     5.00, 6.00, and 7.00 (and all subsections thereunder) shall also apply with
     equal force and effect as of the date of the Note as if this Agreement were
     also effective on such date.

     1.07 Grant of Common Stock  Purchase  Warrant to Releasor.  Notwithstanding
any other  provision  of this  Agreement  and in  consideration  of the full and
faithful performance by the Releasors of their obligations under this Agreement,
Releasee  shall,  upon the  execution  of this  Agreement,  grant to  Individual
Releasor a Common Stock Purchase  Warrant (the "Warrant") for the purchase of up
to Two Million Seven Hundred Fifty Thousand (2,750,000) shares of the Releasee's
Common Stock ($0.001 par value) (the "Warrant  Shares") as more fully  described
in Exhibit F attached to this Agreement.

     1.08  Resignation  of Individual  Releasor.  The Releasee and the Releasors
hereby  acknowledge that the Individual  Releasor  resigned as a director of the
Releasee  effective  October  12,  2004,  and has  utilized  his own offices and
facilities in rendering all services to Releasee.  Individual  Releasor  further
agrees to assume all  responsibility for the payment of all employment and other
taxes  that may be  incurred  by him  whether  by  exercise  of the  Warrant  or
otherwise.
2.00  Termination  of   Understanding.   The  Releasee  and  the  Releasors
acknowledge and agree that all rights and obligations  that the Releasee and the
Releasors or any one or more of them may have to all other persons identified or
described in the Understanding are hereby terminated.

     2.01 Representations of the Releasors. The Releasors and each of them
hereby warrant and represent that, as of the date of execution of this
Agreement:

(a)  no one or more of the Releasors  have taken any action which would cause or
     reasonably  result in the transfer or  assignment of the  Understanding  in
     whole or in part, to any other person or persons;

(b)  no one or more of the Releasors  have taken any action which would cause or
     reasonably result in the transfer,  assignment, or assumption of any rights
     and obligations described in the Understanding, in whole or in part, to any
     person or persons; and

(c)  each person who is a party or who controls a party in the  Understanding is
     able to fully and irrevocably terminate the Understanding.

(d)  the Releasors have informed the Investors of the terms of the Understanding
     and the restrictions imposed on the public resale of the Transferred Shares
     recited in the Understanding.

(e)  the Individual  Releasor has the power and authority to execute and deliver
     this Agreement and to perform his  obligations  and covenants  contemplated
     hereby;

(f)  that neither the execution of this Agreement nor performance hereunder will
     (i) violate,  conflict with or result in a breach of any  provisions of, or
     constitute  a default (or an event  which,  with notice or lapse of time or
     both, would constitute a default) under the terms, conditions or provisions
     of any contract,  agreement or other  instrument or obligation to which the
     Individual  Releasor  is a  party,  or by which  he may be  bound,  or (ii)
     violate any order, judgment, writ, injunction or decree applicable to him.

(g)  the LLC Releasor is a limited liability company, and the Corporate Releasor
     is a corporation each duly organized  validly existing and in good standing
     under the laws of their respective states of formation;

(h)  the LLC Releasor has full limited  liability  power and authority,  and the
     Corporate  Releasee has full corporate power and authority,  to execute and
     deliver  this  Agreement  and to perform  their  respective  covenants  and
     obligations contemplated hereby;

(i)  the  execution,  delivery and  performance  of this Agreement has been duly
     authorized  by the  LLC  Releasor's  member(s)  and/or  manager(s)  and the
     Corporate Releasor's Board of Directors respectively,  and no other limited
     liability company or corporate approvals are necessary;
(j)  that neither the execution of this Agreement nor performance hereunder will
     (i) violate,  conflict with or result in a breach of any  provisions of, or
     constitute  a default (or an event  which,  with notice or lapse of time or
     both, would constitute a default) under the terms, conditions or provisions
     of the LLC Releasor's Articles of Organization, and/or Operating Agreement,
     if any, and the Corporate  Releasor's Articles of Incorporation or By-Laws,
     or any  contract,  agreement or other  instrument  or  obligation  to which
     either of the LLC Releasor or Corporate  Releasor are a party,  or by which
     either of them may be bound,  or (ii)  violate any order,  judgment,  writ,
     injunction or decree applicable to either of them.

2.02  Representations  of  the  Releasee.   The  Releasee  hereby  warrants  and
represents that, as of the date of execution of this Agreement:

(a)  it has not taken any action which would cause or  reasonably  result in the
     transfer or  assignment  of the  Understanding  in whole or in part, to any
     other person or persons;

(b)  it has not taken any action which would cause or  reasonably  result in the
     transfer, assignment, or assumption of any rights and obligations described
     in the Understanding, in whole or in part, to any person or persons; and

(c)  Releasee  has the  full  power  to  fully  and  irrevocably  terminate  the
     Understanding  and any said  termination  shall not create or result in the
     breach of any other agreements, understandings, commitments, or obligations
     that the Releasee has or may have to any other person or persons.

(d)  it is a corporation  duly organized  validly  existing and in good standing
     under the laws of the state of its incorporation;

(e)  it has full  corporate  power and  authority  to execute and  deliver  this
     Agreement and to perform the obligations and covenants contemplated hereby;

(f)  the  execution,  delivery and  performance  of this Agreement has been duly
     authorized by its Board of Directors and no other  corporate  approvals are
     necessary;

(g)  that neither the execution of this Agreement nor performance hereunder will
     (i) violate,  conflict with or result in a breach of any  provisions of, or
     constitute  a default (or an event  which,  with notice or lapse of time or
     both, would constitute a default) under the terms, conditions or provisions
     of its Articles of Incorporation  or By-Laws or any contract,  agreement or
     other  instrument or obligation to which it is a party,  or by which it may
     be bound, or (ii) violate any order,  judgment,  writ, injunction or decree
     applicable to it.

(h)  Neither  the  Releasee  Business  Plan (as that term is  defined in Section
     2.03(d) nor the Releasee Financial Statements (as that herein is defined in
     Section 2.03(d)) contains any untrue statement of a material fact, or omits
     to state a material fact  necessary in order to make the disclosure in such
     Releasee Business Plan or Releasee Financial Statements not misleading.
2.03 Representation of Individual Releasor.  The Individual Releasor hereby
warrants and represents that:

     (a)  Individual  Releasor is an Accredited Investor as that term is defined
          under Rule 501(a)(1) of Regulation D of the Securities Act of 1933;

     (b)  Individual  Releasor  agrees  that he is  acquiring  the  Warrant  for
          investment   purposes  only  and  not  with  a  view  to  effecting  a
          distribution, transfer, or sale of the Warrant;

     (c)  Individual  Releasor  agrees that the  Warrant and any Warrant  Shares
          acquired upon exercise of the Warrant are  restricted  securities  and
          that the Warrant and the Warrant Shares are and will bear a restricted
          securities legend as required by the Securities Act of 1933;

     (d)  Individual Releasor agrees that prior to entering into this Agreement,
          Individual  Releasor:  (1) received from Releasee a copy of Releasee's
          current business plan bearing all attachments, schedules, and exhibits
          thereto  (the  "Releasee  Business  Plan");  (2)  received  a copy  of
          Releasee's  unaudited  financial  statements and financial reports for
          the prior two fiscal years (the "Releasee Financial Statements");  (3)
          had  sufficient  opportunity  to ask  questions  of  Releasee  and its
          officers  and  directors  regarding  the  affairs  and  operations  of
          Releasee and to receive answers to each of all said questions; and (4)
          received a copy of any additional documents and information  regarding
          the  current  plans and  strategies  that  Releasee  may pursue in the
          future.

     (e)  Individual Releasor agrees that the Warrant and the Warrant Shares are
          speculative investments and there can be no assurance that the Warrant
          and the Warrant Shares are or will possess any value in the future. In
          the event that Individual  Releasor exercises the Warrant,  Individual
          Releasor may need to hold the Warrant Shares for an indefinite  period
          of time. The Warrant and the Warrant Shares represent a form of equity
          that is and will remain  subordinate  to the claims of the  Releasee's
          current and future  creditors  pursuant to the  corporate law of state
          under  which  Releasee  is  incorporated.  The  exercise  price of the
          Warrant was determined on an arbitrary  basis without any reference to
          the  Releasee's  financial  condition  or  industry  comparison.   The
          Releasee is an early-stage  company  without any history of generating
          profits  and  there  can be no  assurance  that the  Releasee  will be
          profitable or, if it becomes profitable that any profitability will be
          sustained. In the event that the Warrant is exercised for the purchase
          of the  Warrant  Shares,  there can be no  assurance  that the Warrant
          Shares  will  possess a market  value  equal to or above the  exercise
          price of the  Warrant.  The  Releasee's  common  stock is  traded on a
          limited and sporadic  basis and the trading  market for the Releasee's
          common stock may not allow  Releasor to  effectively  sell or transfer
          any  significant  amount of the  Warrant  Shares  without  a  material
          reduction  in the price of the  Warrant  Shares.  There is no  trading
          market for the  Warrants and there is no  likelihood  that any trading
          market will ever develop. Individual Releasor agrees that prior to any
          exercise of the Warrant, Individual Releasor shall deliver and execute
          such  additional  documents  as  Releasee  or  Releasee's  counsel may
          reasonably require.
(f)  The Cancelled Shares and Cancelled  Dividend Shares are and will be as
          delivered to the Releasee  under this  Agreement  (pursuant to Section
          1.05(a)  of this  Agreement),  free of all  other  claims,  interests,
          charges, both legal and equitable,  of any other person (including any
          that may be asserted under community property laws).

     (g)  The  Pending  Shares are and will be as  delivered  the  Escrow  Agent
          (pursuant  to Section  1.05(b) of this  Agreement),  free of all other
          claims,  interests,  charges,  both legal and equitable,  of any other
          person  (including any that may be asserted under  community  property
          laws).

3.00 Termination of Prior Agreements. The parties hereby terminate the
Understanding and expressly intend that the releases provided for herein shall
release  each and every  party  thereto  from all  obligations  and  liabilities
thereunder. Each of the parties to the Understanding further agree that they
have not assigned the Understanding or any rights accruing to them thereunder to
any third party and agree to hold each and every other party to the
Understanding harmless from and against any claims or interests that may be
asserted by any person or entity that may later assert that any rights as an
assignee or transferee thereby.

4.00 Interpretation of Release. Notwithstanding anything herein set forth to the
contrary,  no provision of this Agreement:  (i) shall constitute or be construed
as a  release  or  discharge  of any  obligation,  claims  or  causes  of action
hereafter  arising out of the breach of any of the terms or  provisions  of this
Agreement;  nor (ii) shall it  constitute an admission of liability by any party
to any other party.

5.00  Indemnifications  by Releasors.  The Releasors  shall,  upon receipt of an
executed copy of this Agreement and the Releasee's full and faithful performance
of all of its  obligations,  including,  but not  limited to,  those  recited in
Sections  1.05(j),  1.05(k),  1.06,  1.07,  7.03  and  7.19 of  this  Agreement,
indemnify and defend the Releasee (and each person released and discharged,  and
their respective heirs, assigns, trustees, trustors,  beneficiaries,  attorneys,
fiduciaries, employees, and consultants, and each of them) (all collectively, as
the "First Indemnities"), and shall hold the First Indemnitees harmless from and
against  any  and  all  loss,  expense  and/or  liability  arising  directly  or
indirectly out of the enforcement or attempted enforcement by anyone (including,
but not limited to, all current and former  officers,  directors,  shareholders,
parent corporations,  sister corporations,  limited liability companies, agents,
fiduciaries,  and all current and previous  affiliates of the First Indemnitees,
and each of them) for any of the same Claims  released and discharged by each of
the  Releasors.  The  Releasors  further  indemnify  and agree to hold the First
Indemnitees  harmless  and defend the First  Indemnitees,  from and  against any
Claims by any  person in  connection  with or  related  to the  issuance  of the
Releasee's common stock for the purchase of the Real Property. In addition,  the
Releasors  hereby further  indemnify the First  Indemnitees from and against any
and all loss, expense and/or liability arising directly or indirectly out of any
Claims by any other  person  asserting  any  interest in the  Cancelled  Shares,
Cancelled Dividend Shares, Pending Shares, and the Transaction Shares.

6.00  Indemnification  by the Releasee.  The Releasee shall,  upon receipt of an
executed  copy  of ]  this  Agreement  and  the  Releasors'  full  and  faithful
performance of all the obligations, including, but not limited to, those recited
in Sections 1.05 and 7.19 of this Agreement,  indemnify and defend the Releasors
and  their  respective  heirs,  assigns,  trustees,   trustors,   beneficiaries,
attorneys,  fiduciaries,  employees,  and  consultants,  and each of them)  (all
collectively,   as  the  "Second  Indemnities"),   and  shall  hold  the  Second
Indemnitees harmless from and against any and all loss, expense and/or liability
arising  directly or indirectly out of the enforcement or attempted  enforcement
by anyone  (including,  but not limited  to, all  current  and former  officers,
directors,  shareholders,  parent  corporations,  sister  corporations,  limited
liability  companies,   agents,  fiduciaries,   and  all  current  and  previous
affiliates  of the  Second  Indemnitees,  and each of them)  for any of the same
Claims released and discharged by the Releasee.
7.00 Miscellaneous.

     7.01 Further  Assurances.  Each of the parties shall hereafter  execute all
documents and do all acts reasonably  necessary to effect the provisions of this
Agreement,  including, but not limited to, any filings or deliveries that one or
more of the Releasors may be required to make in connection  with respect to the
performance of the obligations set forth in Sections 1.05(a),  1.05(b), 1.05(c),
1.05(d), 1.05(e), 1.05(f), 1.05(g), 1.05(h), 1.05(i), 1.05(j), 1.05(k), 1.06 and
1.07 of this Agreement.

          7.02 Cooperation  Clause.  Each party agrees to cooperate fully and to
               take all additional  actions that may be necessary or appropriate
               to give  full  force and  effect to the terms and  intent of this
               Agreement,  including  but not limited to, the  execution  of any
               further  documents  necessary  to fully and finally  resolve this
               matter,  and full cooperation in any and all current,  pending or
               future  lawsuits and/or legal  proceedings  arising out of events
               which  occurred  during the entire  time in which the  Individual
               Releasor was involved in any sort of business  relationship  with
               the Releasee.

     7.03 Rule 144.

     (a)  With  a view  to  making  available  to the  Individual  Releasor  the
          benefits of Rule 144 promulgated  under the Securities Act of 1933, as
          amended  (the  "1933  Act") and any other  rule or  regulation  of the
          Securities  and Exchange  Commission  (the "SEC") that may at any time
          permit the  Individual  Releasor to sell shares of common stock of the
          Releasee to the public without registration, the Releasee agrees to:

          (i)  make and keep available  public  information,  as those terms are
               defined in Rule 144, at all times after the date hereof;

          (ii) file  with the SEC in a  timely  manner  all  reports  and  other
               documents  required  of the  Company  under  the 1933 Act and the
               Securities  Exchange  Act of 1934,  as amended (the 1934 Act") if
               the  Releasee  is subject to Section 13 or 15(d) of the 1934 Act,
               or if the  Releasee  is not subject to Section 13 or 15(d) of the
               1934  Act  the  Releasee   shall  maintain   publicly   available
               information  concerning  the  Releasee  specified in Rule 15c2-11
               paragraphs  (a)(5)(i)  through (xiv) and (xvi)  promulgated under
               the 1934 Act; and

          (iii)furnish  to the  Individual  Releasor  so long as the  Individual
               Releasor  owns any shares of common  stock of the  Releasee  upon
               request  (A) a  written  statement  by the  Releasee  that it has
               complied with the reporting or public information requirements of
               Rule  144,  the  1933 Act and the 1934  Act,  and (B) such  other
               information  as  may  be  reasonably  required  in  availing  the
               Individual  Releasor  as holder of shares of common  stock of the
               Releasee of any rule or  regulation  of the SEC which permits the
               selling  of any such  shares  of  common  stock  of the  Releasee
               without registration.

     (b)  (i) The  provisions  of  Section  7.03(a)(i)  through  (iii)  shall be
          suspended for the period provided for in Section 7.03(b)(ii) hereof if
          at any time, the Releasee is engaged in  confidential  negotiations or
          other confidential business activities,  and the Board of Directors of
          the Company  determines  in good faith that such  disclosure  would be
          materially  detrimental to the Company and its  stockholders  or would
          have a material adverse effect on any such  confidential  negotiations
          or  other  confidential   business  activities  (the   "Non-Disclosure
          Determination").
(ii) The  suspension of the provisions of Section  7.03(a)(i)  through
               (iii) shall  continue  until the earlier of (A) the date on which
               the negotiations or other activities are disclosed or terminated,
               or (B) sixty (60) days  following the date of the  Non-Disclosure
               Determination.

     (c)  In no event are the  provisions  of Section  7.03(b) meant to waive or
          limit any  rights  the  Releasors  may  generally  have as  holders of
          unregistered  securities of the Releasee  arising from the  Releasee's
          failure to fulfill the provisions of Rule 144(c) promulgated under the
          1933 Act.

     7.04   Independent   Counsel.   Each  of  the  parties  to  this  Agreement
acknowledges  and agrees that it has had an  opportunity  to be  represented  by
independent counsel of its own choice throughout all negotiations which preceded
execution of this Agreement and the  transaction  referred to in this Agreement,
and each has  executed  this  Agreement  with the consent and upon the advice of
said independent counsel.  Each party represents that he or it fully understands
the provision of this  Agreement,  has  consulted  with counsel  concerning  its
terms,  and  executes  this  Agreement  of his or its own  free  choice  without
reference to any representations, promises or expectations not set forth herein.

     7.05  Successors.  The  provisions  of this  Agreement  shall be  deemed to
obligate,  extend  to,  and inure to the  benefit  of the  successors,  assigns,
transferees, grantees, and indemnitees of each of the parties to this Agreement.

     7.06  Attorneys'  Fees.  In the  event of a  dispute  between  the  parties
concerning the enforcement or interpretation  of this Agreement,  the prevailing
party in such  dispute,  whether by legal  proceedings  or  otherwise,  shall be
reimbursed  immediately  for the reasonably  incurred  attorneys' fees and other
costs and expenses by the other parties to the dispute.

     7.07 Interpretation.  Whenever the context so requires: the singular number
shall  include the  plural;  the plural  shall  include  the  singular;  and the
masculine gender shall include the feminine and neuter genders.

     7.08  Captions.  The caption by which the sections and  subsections of this
Agreement are  identified  are for  convenience  only,  and shall have no effect
whatsoever upon its interpretation.

     7.09 Exhibits.  Exhibits A, B, C, D, E, F, G, and H are an integral part of
this Agreement and each is incorporated by reference herein.

     7.10 Integration and Amendments. This Agreement, and those stipulations and
other exhibits  attached  hereto,  and which are hereby  expressly  incorporated
herein  by  reference,  after  full  execution,   acknowledgment  and  delivery,
memorializes and constitutes the entire agreement and understanding  between the
parties and supersedes and replaces all prior negotiations and agreements of the
parties,  whether  written or unwritten.  Each of the parties to this  Agreement
acknowledges  that no other party,  nor any agent or attorney of any other party
has made any  promises,  representations  or  warranty  whatsoever,  express  or
implied,  which is not  expressly  contained in this  Agreement;  and each party
further  acknowledges  that he or it has not executed this Agreement in reliance
upon any belief as to any fact not expressly recited here-in-above. No amendment
or waiver of any  provision,  term,  or  condition  of this  Agreement  shall be
effective  unless the same is in writing and executed by the party  against whom
enforcement is sought.

     7.11 Severance. If any provision of this Agreement is held to be illegal or
invalid by a court of competent jurisdiction,  such provision shall be deemed to
be severed and  deleted;  and neither  such  provision,  nor its  severance  and
deletion,  shall affect the  validity of the  remaining  provisions  unless such
severance  or deletion  materially  alters the  bargain  intended by the parties
which is reflected in this Agreement and the stipulations and exhibits  attached
hereto.
7.12  Disclaimer  of  Liability.  The  parties  to  this  Agreement  hereby
expressly  recognize and agree that the terms and  conditions of this  Agreement
constitute an accord and satisfaction of contested matters and neither the offer
nor the acceptance of the terms and conditions  hereof represent an admission of
liability  or  responsibility  on the part of any party,  each  party  expressly
disclaiming any such liability.

     7.13  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts.

     7.14 Survival of Warranties.  All  representations  and warranties  made in
this Agreement shall survive any closing and any execution of this Agreement for
a period  of five (5) years  after  any  applicable  period  provided  under any
statutes of limitation, repose, or otherwise.

     7.15  Equitable  Remedies.  In the event  that any party to this  Agreement
fails to fully and faithfully  perform their  obligations  under this Agreement,
the  non-breaching  party to this  Agreement  shall be  entitled  to a decree of
specific  performance.  This  remedy  shall  not be  exclusive  and  shall be in
addition to any other remedy available to the parties. In addition, in the event
that the Releasors or any of them fail to perform their  obligations  under this
Agreement,  the  Releasee  shall have a right of set-off  against the Note,  the
Warrant, the Warrant Shares, and all of them as the Releasee may so determine.

     7.16 Power to Bind.  Each party to this  Agreement  represents  that it has
read and  understands  the contents of this  Agreement and is empowered and duly
authorized to execute it in his individual and representative capacities.

     7.17  Interpretation  of Agreement.  This Agreement shall be interpreted in
accordance  with the law of the State of  California  as if this  Agreement  was
fully performed and executed within the State of California.

     7.18 Arbitration.  Any dispute or claim arising to or in any way related to
this Agreement shall be settled by arbitration in San Diego,  California but any
dispute or controversy  arising out of or  interpreting  this Agreement shall be
settled  in  accordance  with the laws of the  State  of  California  as if this
Agreement  were  executed and all actions were  performed  hereunder  within the
State of California.  All arbitration  shall be conducted in accordance with the
rules and regulations of the American Arbitration Association ("AAA"). AAA shall
designate an arbitrator  from an approved  list of  arbitrators  following  both
parties' review and deletion of those  arbitrators on the approved list having a
conflict of interest  with either  party.  Each party shall pay its own expenses
associated with such arbitration  (except as set forth in Section 7.04 Above). A
demand for  arbitration  shall be made within a reasonable time after the claim,
dispute or other  matter has  arisen and in no event  shall such  demand be made
after the date when institution of legal or equitable  proceedings based on such
claim,  dispute or other matter in questions  would be barred by the  applicable
statutes  of  limitations.  The  decision of the  arbitrators  shall be rendered
within 60 days of  submission  of any claim or dispute,  shall be in writing and
mailed to all the parties  ;included  in the  arbitration.  The  decision of the
arbitrator  shall be binding  upon the parties and judgment in  accordance  with
that decision may be entered in any court having jurisdiction thereof.
7.19 Confidentiality & Non-Disparagement. Each party to this Agreement
     acknowledges  and agrees that this  Agreement,  the subject  matter of this
     Agreement,  all actions taken or required by any party to this Agreement in
     connection with this Agreement,  and all actions contemplated or related to
     the performance of the express or implied  obligations  that each party has
     under this Agreement (all, collectively, as the "Confidential Matters") are
     and will remain  confidential  and that any disclosure of the  Confidential
     Matters  will  likely  result in  irreparable  injury to one or more  other
     parties to this Agreement. Notwithstanding the foregoing, any party to this
     Agreement  shall  have  the  right  to  disclose  any  one or  more  of the
     Confidential  Matters to the extent  reasonably  necessary  to protect  its
     rights under this  Agreement or as may be required under the Securities Act
     of 1933, the  Securities  Exchange Act of 1934, and any similar laws of any
     state or other  jurisdiction.  Each of the Releasors  further agrees not to
     issue or cause to be issued any press release,  other public statement,  or
     any other  description  or  statement to any third party which may cause or
     result  in the  creation  or  distribution  of any  disparaging  disclosure
     regarding  Releasee,   Releasee's  business,  or  any  officer,   director,
     employee,  or agent of the  Releasee  at any time for a period of three (3)
     years from the date of this Agreement.

     7.20 Additional Indemnification by Releasee of Individual Releasor. In
addition to any and all other indemnification obligations of the Releasee to the
Releasor under this Agreement, the Releasee shall indemnify and defend the
Individual Releasor and shall hold the Individual Releasor harmless, to the
maximum extent permitted by the laws, and decisions of the Courts, of the State
of Utah and by any additional federal or state laws or Court decisions, for any
action, suit or proceeding in which the Individual Releasor was or is a party or
is threatened to be made a party in his capacity as, or as a result of the
Individual Releasor formerly being, a director and/or officer of the Releasee,
including without limitation, any claim of, or action or proceeding pending or
instituted by, Greenland Corporation. This Section 7.20 expressly excludes
indemnification of the Individual Releasor for any conduct on the part of the
Individual Releasor, whether known or unknown, which would constitute a breach
of fiduciary duties and/or intentionally tortious conduct. This Section 7.20 is
expressly excluded from any release by the Releasee under this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement:

FOR RELEASEE:

      /s/ Paul E. Atkiss                                        1/27/05
BY: _______________________________________            DATED: _________________
    Paul E. Atkiss, Chief Financial Officer

      /s/ James Balestraci                                      1/27/05
BY: _______________________________________            DATED: _________________
    James Balestraci, Director

FOR THE LLC RELEASOR:

     /s/ Stephen D. Young                                       1/27/05
BY: _______________________________________            DATED: _________________
    Stephen D. Young

FOR THE INDIVIDUAL RELEASOR:

/s/ Stephen D. Young                                            1/27/05
___________________________________________            DATED: _________________
Stephen D. Young, Individually

FOR THE CORPORATE RELEASOR:

    /s/ Stephen D. Young                                        1/27/05
BY:________________________________________            DATED: _________________
         Stephen D. Young

                     [SIGNATURE PAGE: SETTLEMENT AGREEMENT]
EXHIBIT A

                       LEGAL DESCRIPTION OF REAL PROPERTY

                                   LOCATED IN
                    SAN JACINTO, RIVERSIDE COUNTY, CALIFORNIA

                                   (Attached)
EXHIBIT B

                              LETTER OF RESIGNATION

                                   (Attached)
EXHIBIT C

                             CONSENT OF SPOUSE-YOUNG

         Karen Young
     I, ____________________________, am the spouse of Stephen D. Young.

          In  that  connection,  I  have  read  and  understand  the  terms  and
     provisions of that certain Settlement Agreement,  effective August 21, 2003
     (the "Agreement").

          I understand  that I may have  certain  community  property  rights to
     certain  shares  of the  common  stock  of  Viper  Networks,  Inc.,  a Utah
     corporation,  owned  and  held by  Stephen  D.  Young as  described  in the
     Agreement  and that,  by the terms of the  Agreement,  I and my spouse  are
     relinquishing  all rights to said  shares and certain  other  rights as set
     forth in the Agreement.

          I hereby  irrevocably  approve of and give my consent to all the terms
     and provisions of the Agreement and the  transactions  contemplated  by the
     Agreement.

          I further  acknowledge  that I am giving my consent  to the  Agreement
     freely and that I acknowledge  that I have had a sufficient  opportunity to
     consult with and receive the advice of legal counsel of my own choosing.

        1/27/05
Dated:  ____________________________

                /s/ Karen Young
Signed:  ____________________________

                Karen Young
Print Name: ____________________________
EXHIBIT D
THE SECURITIES REPRESENTED BY THIS UNSECURED  SUBORDINATED  PROMISSORY NOTE HAVE
NOT BEEN  REGISTERED  WITH THE U.S.  SECURITIES  AND EXCHANGE  COMMISSION.  AS A
RESULT, THE SECURITIES REPRESENT RESTRICTED SECURITIES AS THT TERM IS DEFINED IN
THE SECURITIES ACT OF 1933.

                     UNSECURED SUBORDINATED PROMISSORY NOTE

San Diego, California
October 12, 2004
Page 1 of 4

     FOR  VALUE  RECEIVED,  the  undersigned,   Viper  Networks,  Inc.,  a  Utah
corporation  (hereinafter  called  "Maker"),  promises  to pay to the  order  of
Stephen D. Young with principal address at 840 McAllister Avenue, Big Bear City,
California  92314,   (together  with  all  subsequent   holders  of  this  Note,
hereinafter  called  "Payee"),  or at such other place as Payee may from time to
time designate in writing, the principal sum of One Hundred Thousand One Hundred
Forty-Eight  and No/00 Dollars  ($100,148.00)  together  with  interest  thereon
calculated on a daily basis (based, at Payee's option, on 360-day or 365/366-day
years)  from  the  date  hereof  on the  principal  balance  from  time  to time
outstanding  (the  "Principal  Amount")  as  hereinafter  provided,   principal,
interest and all other sums payable  hereunder to be paid in lawful money of the
United States of America as follows:

     A. Interest Rate.  Interest shall accrue at all times hereunder at the rate
of ten percent (10%) per annum (non-compounded) commencing upon the execution of
this Note, and shall be payable  monthly on the first calendar day of each month
thereafter until all principal, interest, and all amounts due hereunder are paid
in full.  Maker shall have the right,  but not the obligation,  to prepay all or
any portion of this Note  without  incurring  any  penalty,  fee, or  prepayment
premium.

     B. Due At  Maturity  Date.  If not  earlier  due and  payable,  the  unpaid
principal balance, any accrued and unpaid interest and all other amounts payable
hereunder  shall be due and payable in full on  November 1, 2005 (the  "Maturity
Date").

     C. Subordination.  The indebtedness  evidenced by this Note and the payment
of the principal  thereof and interest thereon shall be subordinate,  junior and
subject  in right of  payment to Senior  Indebtedness  of the Maker  hereinafter
incurred.  "Subordinate",  as used herein,  shall be deemed to mean that, in the
event of any default in the payment of Senior  Indebtedness (after giving effect
to  "cure"  provisions,  if any),  or of  liquidation,  insolvency,  bankruptcy,
reorganization,  or similar proceedings  relating to the Maker, all sums payable
on Senior  Indebtedness  shall  first be paid in full,  with  interest,  if any,
before any payment is made upon the indebtedness evidenced by this Note, "Senior
Indebtedness" shall mean the principal and other obligations arising out of, and
interest  on, all secured or unsecured  indebtedness  of the Maker to all banks,
factors,  other  institutional  lenders and other lenders (other than officer or
directors of the Releasee) who provided or provide debt  financing to the Maker,
prior to, on, or after the date of this Agreement provided that the terms of any
written agreement, executed after the date hereof, with any such Lenders require
that this Note be Subordinate as aforesaid to the Maker's Senior Indebtedness to
such Lender(s).

     Maker agrees to an effective rate of interest that is the rate stated above
plus any  additional  rate of interest  resulting  from any other charges in the
nature of interest  paid or to be paid by or on behalf of Maker,  or any benefit
received or to be received by Payee, in connection with this Note.

     If any  payment  required  under  this  Note is not  paid  within  five (5)
calendar days after the date such payment is due,  then, at the option of Payee,
Maker shall pay a "late charge" equal to Ten Percent (10%) of the amount of that
payment of  compensate  Payee for  administrative  expenses  and other  costs of
delinquent  payments in  connection  with the  collection  of any sums due Payee
under this Note. This late charge may be assessed upon written notice,  shall be
due and  payable  and shall be in  addition  to all other  rights  and  remedies
available to Payee.

     All payments on this Note shall be applied in such manner as Payee  elects,
and  may  be  applied  first  to the  payment  of any  costs,  attorney's  fees,
penalties,  late charges,  fees or other charges incurred in connection with the
indebtedness  evidenced hereby, next to the payment of accrued interest and then
to the reduction of the principal balance.

     Time is of the  essence  of this Note.  At the option of Payee,  the entire
unpaid principal balance,  all accrued and unpaid interest and all other amounts
payable  hereunder  shall become due and payable upon the failure to pay any sum
due and owing  hereunder as provided  herein or upon the occurrence of any Event
of Default, provided that Payee provides Maker with ten (10) days written notice
of any default to allow Maker the ability to cure any default. In the event that
maker effects a cure of any default, this Note and the rights and obligations of
the parties hereto shall remain without reference to any prior default.

                           [intentionally left blank]
Events of Default

     The  occurrence  of  any  of  the  following  events  or  conditions  shall
constitute and is hereby defined to be an "Event of Default":

     (a)  Any failure to pay any  principal  or interest or any other amount due
          in  connection  with  this  Note when the same  shall  become  due and
          payable.

     (b)  Any  failure  or  neglect  to  perform  or  observe  any of the terms,
          provisions,  or  covenants  of  any  of  this  Note,  or  the  Maker's
          obligations,  covenants  or  agreements  set forth in (i) that certain
          Settlement   Agreement   of  even  date  among  the   Maker,   Young's
          Environmental Solutions,  LLC, Young's Environmental  Solutions,  Inc.
          and Payee,  except those set forth in Section 7.03 of such  Settlement
          Agreement,  and that  certain  warrant of even date issued by Maker to
          Payee to purchase an aggregate of 2,750,000  shares of Maker's  common
          stock, and such failure or neglect either cannot be remedied or, if it
          can be remedied, it continues unremedied for a period of ten (10) days
          after  notice  thereof  to  Maker  and an  additional  ten  (10)  days
          thereafter and Maker has not cured any said default.

     After maturity, including maturity upon acceleration,  the unpaid principal
balance, all accrued and unpaid interest and all other amounts payable hereunder
shall bear interest from the date of maturity until paid at the rate that is two
percent  (2%) above the rate that  would  otherwise  be payable  under the terms
hereof. In addition to the payment of the "late charge"  described above,  Maker
shall pay all costs and expenses, including reasonable attorneys' fees and court
costs,  incurred in the  collection  or  enforcement  of all or any part of this
Note. In the event of any court  proceedings,  court costs and  attorneys'  fees
shall be set by the court and not by jury and shall be included in any  judgment
obtained by Payee.  No provision of this Note is intended to or shall require or
permit  Payee,  directly or  indirectly,  to take,  collect or receive in money,
goods or in any other form, any interest  (including  amount deemed by law to be
interest) in excess of the maximum rate of interest permitted by applicable law.

     If any amount due from or paid by Maker shall be  determined  by a court of
competent  jurisdiction  to be interest in excess of such  maximum  rate,  Maker
shall not be  obligated  to pay such excess and, if paid,  such excess  shall be
applied  against  the unpaid  principal  balance of this Note,  or if and to the
extent that this Note has been paid in full,  such  excess  shall be remitted to
Maker.  This Note shall be binding upon Maker and its successors and assigns and
shall inure to the benefit of Payee and its successors and assigns.  All notices
required or permitted in  connection  with this Note shall be given at the place
and address as separately  provided by each party to this Note.  This Note shall
be governed by and construed according to the laws of the State of Utah.

     IN  WITNESS  WHEREOF,  these  presents  are  executed  as of the date first
written above.

                                     MAKER:

                                   VIPER NETWORKS, INC.

                                        /s/ Paul E. Atkiss
                                    By:_______________________________________
                                       Paul E. Atkiss, Chief Financial Officer

                                        /s/ James Balestraci
                                    By:_______________________________________
                                       James Balestraci, Director
EXHIBIT E

                  SHARE CERTIFICATES & NUMBER OF SHARES ISSUED

TO INDIVIDUAL RELEASOR TO BE DELIVERED

TO PAUL G. GOSS, ESQ.1 AND HELD IN ESCROW

Stock Cert.#      Registered Holder         No. of Shares          Qualifying Event/Timeframe
#3299             Stephen Young                500,000                April 16, 2005

#4138             Stephen Young                 50,000                April 16, 2005

#3301             Stephen Young              1,000,000                10,000 reg USB phones sold & on network

#4133             Stephen Young                100,000                10,000 reg USB phones sold & on network

#3302             Stephen Young              1,000,000                3 mos. At $1/share OR 2nd anniversary (July 16, 2005)

#4134             Stephen Young                100,000                3 mos. At $1/share OR 2nd anniversary (July 16, 2005)
Initials of Authorized Representative of Releasee: ______________________
Initials of Individual Releasor: ______________________
8

                                    EXHIBIT F

                                     WARRANT

        For the Purchase of Common Stock, Par Value $0.001 per Share, of

                              VIPER NETWORKS, INC.
               (Incorporated Under the Laws of the State of Utah)

No. 1 Warrant to Purchase                                          Common Stock

     THIS IS TO  CERTIFY,  that,  for value  received,  Stephen  D.  Young  (the
"Warrantholder"),  is  entitled,  subject  to the terms and  conditions  of that
certain  Settlement  Agreement  of August  21,  2003  between  Stephen  D. Young
(including certain affiliated  entities of Stephen D. Young) and Viper Networks,
Inc., a Utah  corporation  and those terms and conditions  hereinafter set forth
and at any  time  prior  to 5:00  P.M.  P.D.T.  October  12,  2009,  San  Diego,
California  Time, to purchase up to Two Million  Seven  Hundred  Fifty  Thousand
(2,750,000)  shares (the  "Shares") of Common Stock (par value $0.001 per share)
(the  "Common  Stock"),  of  VIPER  NETWORKS,  INC.,  a  Utah  corporation  (the
"Corporation"),  from the Corporation  subject to the  Warrantholder's  full and
faithful  performance of its  obligations as recited in that certain  Settlement
Agreement,  effective August 21, 2003 (the "Settlement  Agreement") entered into
between the  Corporation  and, the  Warrantholder  and other  parties,  and upon
payment to the  Corporation  of Thirty  Cents  ($0.30) per share (the  "Purchase
Price") if and to the extent  this  Warrant is  exercised,  in whole or in part,
during  the  period  this  Warrant  remains  in force,  subject  in all cases to
adjustment  as provided in Article II hereof,  and to receive a  certificate  or
certificates  representing  the  Shares  so  purchased,  upon  presentation  and
surrender to the  Corporation  of this  Warrant,  with the form of  subscription
attached hereto duly executed,  and accompanied by payment of the Purchase Price
of each Share purchased.

                        ARTICLE I -- TERMS OF THE WARRANT

     Section 1.01 Subject to the  provisions  of Sections  1.05 and 3.01 hereof,
this Warrant may be exercised at any time and from time to time after 9:00 A.M.,
San Diego, California time as follows: (a) One Million (1,000,000) Shares of the
Common Stock may be purchased at any time on or after  October 12, 2005;  (b) an
additional One Million  (1,000,000)  Shares of the Common Stock may be purchased
on or after October 12, 2006; and (c) an additional Seven Hundred Fifty Thousand
(750,000)  Shares of the Common Stock may be  purchased on or after  October 12,
2007 (the  "Vesting  Provisions").  All  rights to  purchase  the  Shares and to
exercise this Warrant shall expire at 5:00 P.M.,  P.D.T.,  October 12, 2009 (the
"Expiration  Time") after which it shall become void,  and all rights  hereunder
shall thereupon cease.

     Section  1.02 (1) The holder of this Warrant  (the  "Holder")  may exercise
this Warrant,  in whole or in part, upon surrender of this Warrant with the form
of  subscription  attached  hereto  duly  executed,  to the  Corporation  at its
corporate office in San Diego,  California together with the full Purchase Price
for each  Share to be  purchased  in lawful  money of the United  States,  or by
certified  check,  bank draft or postal or express money order payable in United
States dollars to the order of the  Corporation,  and upon  compliance  with and
subject to the conditions set forth herein.

     (2)  Upon  receipt  of this  Warrant  with the  form of  subscription  duly
executed and  accompanied  by payment of the  aggregate  Purchase  Price for the
Shares for which this Warrant is then being  exercised,  the  Corporation  shall
cause to be issued  certificates  for the total number of whole Shares for which
this  Warrant is being  exercised  in such  denominations  as are  required  for
delivery  to the  Holder,  and the  Corporation  shall  thereupon  deliver  such
certificates to the Holder or its nominee.

     (3) In case the Holder  shall  exercise  this  Warrant with respect to less
than all of the Shares that may be purchased under this Warrant, the Corporation
shall  execute a new Warrant for the balance of the Shares that may be purchased
upon exercise of this Warrant and deliver such new Warrant to the Holder.

     (4) The  Corporation  covenants  and  agrees  that it will pay when due and
payable  any and all taxes  which may be payable in respect of the issue of this
Warrant,  or the issue of any Shares  upon the  exercise  of this  Warrant.  The
Corporation  shall not,  however,  be  required  to pay A) any  state,  federal,
franchise  or income  tax;  or B) any tax which may be payable in respect of any
transfer  involved in the  issuance or delivery of this Warrant or of the Shares
in a name other than that of the Holder at the time of surrender,  and until the
payment of such tax the Corporation shall not be required to issue such Shares.
Section  1.03 This  Warrant  may be  split-up,  combined or  exchanged  for
another Warrant or Warrants of like tenor to purchase a like aggregate number of
Shares. If the Holder desires to split-up,  combine or exchange this Warrant, he
shall make such request in writing delivered to the Corporation at its corporate
office  and  shall  surrender  this  Warrant  and any  other  Warrants  to be so
split-up, combined or exchange, the Corporation shall execute and deliver to the
person  entitled  thereto  a  Warrant  or  Warrants,  as the case may be,  as so
requested.  The  Corporation  shall  not be  required  to effect  any  split-up,
combination or exchange which will result in the issuance of a Warrant entitling
the Holder to purchase upon exercise a fraction of a Share.  The Corporation may
require  the  Holder to pay a sum  sufficient  to cover any tax or  governmental
charge  that may be imposed in  connection  with any  split-up,  combination  or
exchange of Warrants.

     Section 1.04 Prior to due presentment for  registration of transfer of this
Warrant,  the Corporation may deem and treat the Holder as the absolute owner of
this Warrant (notwithstanding any notation of ownership or other writing hereon)
for the  purpose  of any  exercise  hereof and for all other  purposes,  and the
Corporation shall not be affected by any notice to the contrary.

     Section  1.05  This  Warrant  may  not be  sold,  hypothecated,  exercised,
assigned or transferred, to any individuals,  including, but not limited to, any
entity owned,  controlled,  or affiliated with the Warrantholder except that the
Warrantholder   may,  upon  notice  and  receipt  of  written  approval  of  the
Corporation,  assign or  transfer  this  Warrant  to:  (a) a trust for which the
Warrantholder is the settlor or one or more of the beneficiaries; or (b) a legal
dependent  or heir of the  Warrantholder  (pursuant  to the laws of descent  and
distribution),  provided  that prior to any said  assignment or transfer of this
Warrant,  the assignee or transferee of this Warrant  executes such documents as
the  Corporation's  counsel may reasonably  require to ensure that the terms the
Settlement  Agreement and this Warrant are approved and accepted by any proposed
assignee or transferee.  Further, any said proposed assignment or transfer shall
be permissible only pursuant to the provisions of the Securities Act of 1933 and
applicable state securities law.  Notwithstanding  any assignment or transfer by
the  Warrantholder,  any assigneee or transferee shall not acquire any rights to
exercise  this  Warrant or  purchase  the Shares of the Common  Stock  described
herein if the Warrantholder (or any person named as a Releasor in the Settlement
Agreement) has committed any breach of the obligations  assumed by the Releasors
in the Settlement Agreement.

     Section 1.06 Any assignment  permitted hereunder shall be made by surrender
of this  Warrant to the  Corporation  at its  principal  office with the form of
assignment  attached  hereto  duly  executed  and  funds  sufficient  to pay any
transfer tax. In such event, the Corporation shall, without charge,  execute and
deliver a new Warrant in the name of the assignee  named in such  instrument  of
assignment  and this Warrant  shall  promptly be  canceled.  This Warrant may be
divided or  combined  with  other  Warrants  which  carry the same  rights  upon
presentation  thereof at the corporate office of the Corporation together with a
written notice signed by the Holder,  specifying the names and  denominations in
which such new Warrants are to be issued.

     Section  1.07  Nothing  contained  in this  Warrant  shall be  construed as
conferring  upon the Holder the right to vote or to consent or to receive notice
as a stockholder in respect of any meetings of stockholders  for the election of
directors  or  any  other  matter,  or as  having  any  rights  whatsoever  as a
stockholder of the Corporation. If, however, at any time prior to the expiration
of this Warrant and prior to its exercise, any of the following shall occur:

     (a)  the  Corporation  shall take a record of the  holders of its shares of
          Common Stock for the purpose of  entitling  them to receive a dividend
          or distribution  payable otherwise than in cash, or a cash dividend or
          distribution  payable  otherwise  than  out  of  current  or  retained
          earnings, as indicated by the accounting treatment of such dividend or
          distribution on the books of the Corporation; or
(b)  the  Corporation  shall offer to the  holders of its Common  Stock any
          additional  shares of capital stock of the  Corporation  or securities
          convertible  into or  exchangeable  for shares of capital stock of the
          Corporation, or any option, right or warrant to subscribe therefor; or

     (c)  there shall be proposed any capital reorganization or reclassification
          of the  Common  Stock,  or a sale of all or  substantially  all of the
          assets  of  the  Corporation,  or a  consolidation  or  merger  of the
          Corporation with another entity; or

     (d)  there  shall be  proposed  a  voluntary  or  involuntary  dissolution,
          liquidation or winding up of the Corporation; then, in any one or more
          of said cases, the Corporation shall cause to be mailed to the Holder,
          at the earliest  practicable  time (and,  in any event,  not less than
          thirty  (30)  days  before  any  record  date or  other  date  set for
          definitive  action),  written notice of the date on which the books of
          the  Corporation  shall close or a record  shall be taken to determine
          the stockholders entitled to such dividend, distribution,  convertible
          or exchangeable securities or subscription rights, or entitled to vote
          on such reorganization, reclassification, sale, consolidation, merger,
          dissolution,  liquidation  or  winding  up,  as the case may be.  Such
          notice shall also set forth such facts as shall indicate the effect of
          such  action  (to the extent  such  effect may be known at the date of
          such  notice)  on the  Purchase  Price and the kind and  amount of the
          Common  Stock and  other  securities  and  property  deliverable  upon
          exercise of this  Warrant.  Such notice shall also specify the date as
          of which the holders of the Common Stock of record  shall  participate
          in said  distribution or  subscription  rights or shall be entitled to
          exchange   their  Common  Stock  for   securities  or  other  property
          deliverable   upon  such   reorganization,   reclassification,   sale,
          consolidation,  merger, dissolution, liquidation or winding up, as the
          case may be (on which date,  in the event of voluntary or  involuntary
          dissolution,  liquidation or winding up of the Corporation,  the right
          to exercise this Warrant shall terminate).

     Without limiting the obligation of the Corporation to provide notice to the
holder of actions  hereunder,  it is agreed that failure of the  Corporation  to
give notice shall not invalidate such action of the Corporation.

     Section 1.08 If this Warrant is lost, stolen,  mutilated or destroyed,  the
Corporation  shall, on such reasonable  terms as to indemnity or otherwise as it
may  impose  (which  shall,  in the case of a  mutilated  Warrant,  include  the
surrender  thereof),  issue a new Warrant of like denomination and tenor as, and
in substitution  for, this Warrant,  which shall thereupon become void. Any such
new Warrant shall not  constitute an  additional  contractual  obligation of the
Corporation,  whether or not the Warrant so lost, stolen, destroyed or mutilated
shall be at any time  enforceable by anyone;  any such new Warrant shall operate
solely to replace the Warrant so lost,  stolen,  destroyed or mutilated  and the
Corporation shall have the right to require that the Warrantholder and any other
persons to indemnify the  Corporation  from and against any costs or losses that
the  Corporation  may  incur  as a  result  of  or  arising  out  of  the  loss,
destruction, or mutilation of the Warrant.
Section 1.09 (1) The Corporation  covenants and agrees that at all times it
shall reserve and keep available for the exercise of this Warrant such number of
authorized  Shares as are  sufficient  to permit  the  exercise  in full of this
Warrant.

     (2) The  Corporation  covenants  that  all  Shares,  when  issued  upon the
exercise of this Warrant, will be validly issued, fully paid,
and non-assessable.

                   ARTICLE II -- ADJUSTMENT OF PURCHASE PRICE
                 AND NUMBER OF SHARES PURCHASABLE UPON EXERCISE

     Section 2.01 In case the  Corporation  shall,  while this  Warrant  remains
unexercised,  in whole or in part, and in force,  effect a  recapitalization  of
such character that the Shares  purchasable  hereunder  shall be changed into or
become  exchangeable  for a larger or smaller number of shares,  then, after the
date of record  for  effecting  such  recapitalization,  the number of Shares of
Common  Stock which the Holder  hereof  shall be entitled to purchase  hereunder
shall be increased or decreased, as the case may be, in direct proportion to the
increase  or  decrease  in the number of shares of Common  Stock by reason  such
recapitalization, and of the Purchase Price, per share, whether or not in effect
immediately prior to the time of such  recapitalization,  of such  recapitalized
Common  Stock  shall in the case of an  increase in the number of such Shares be
proportionately  reduced,  and in the case of a  decrease  in the number of such
Shares  shall be  proportionately  increased.  For the  purposes of this Section
2.01, a stock dividend, stock split-up or reverse split shall be considered as a
recapitalization and as an exchange for a larger or smaller number of shares, as
the case may be.

     Section  2.02 In case of any  consolidation  of the  Corporation  with,  or
merger of the Corporation  into another  corporation,  or in case of any sale or
conveyance of all or  substantially  all of the assets of the Corporation  other
than in connection with a plan of complete liquidation of the Corporation, then,
as a condition of such  consolidation,  merger or sale or  conveyance,  adequate
provision  shall be made whereby the Holder shall  thereafter  have the right to
purchase and receive, upon the basis and upon the terms and conditions specified
in this  Warrant and in lieu of Shares of Common Stock  immediately  theretofore
purchasable and receivable upon the exercise of the rights  represented  hereby,
such  shares of stock or  securities  as may be issued in  connection  with such
consolidation,  merger or sale or conveyance, with respect to or in exchange for
the number of  outstanding  shares of Common Stock equal to the number of shares
of Common Stock  immediately  theretofore  purchasable  and receivable  upon the
exercise of the rights represented hereby had such consolidation, merger or sale
or conveyance, not taken place, and in any such case appropriate provision shall
be made with  respect to the rights and  interests of the Holder of this Warrant
to the end that the provisions hereof shall be applicable as nearly as may be in
relation to any shares of stock or securities  thereafter  deliverable  upon the
exercise hereof.

     Section 2.03 (a) In case the Corporation  shall, while this Warrant remains
unexercised,  in whole or in part, and in force,  issue (otherwise than by stock
dividend  or  split-up  or reverse  split) or sell  shares of its  Common  Stock
(hereinafter referred to as "Additional  Shares"),  there shall be no adjustment
in the  number  of Shares  purchasable  upon  exercise  of this  Warrant  or the
Purchase  Price,  or both of them, on account of the issuance of the  Additional
Shares or otherwise.
(b) In case the Corporation shall, while this Warrant remains  unexercised,
in whole or in part, and in force, issue or grant any rights to subscribe for or
to  purchase,  or any option,  for the purchase of, (i) Common Stock or (ii) any
indebtedness  or shares of stock  convertible  into or  exchangeable  for Common
Stock being hereinafter  referred to as "Convertible  Securities"),  or issue or
sell  Convertible  Securities,  there  shall be no  adjustment  in the number of
Shares  purchasable upon exercise of this Warrant or the Purchase Price, or both
of them, on account of the issuance of any said rights,  option,  or Convertible
Securities or any combination of them.

     Section 2.04 Subject to the  provisions  of Sections  1.01 and 2.05 of this
Warrant, in case the Corporation shall, while this Warrant remains  unexercised,
in whole or in part,  and in  force,  declare  to make any  distribution  of its
assets to holders of Common Stock as a partial liquidating  dividend,  by way of
return of capital or otherwise,  then,  after the date of record for determining
stockholders   entitled  to  such  distribution,   but  prior  to  the  date  of
distribution,  the  Holder  shall be  entitled  upon  exercise  of this  Warrant
(subject to the Vesting Provisions of Section 1.01 of this Warrant) and purchase
of any or all of the Shares of Common  Stock  subject  hereto,  to  receive  the
amount of such assets (or, at the option of the Corporation,  a sum equal to the
value  thereof at the time of such  distribution  to holders of Common  Stock as
such value is  determined by the Board of Directors of the  Corporation  in good
faith)  which  would  have been  payable to the Holder had he been the holder of
such  Shares  of  Common  Stock  on the  record  date for the  determination  of
stockholders entitled to such distribution.

     Section  2.05 Except as otherwise  provided in Section  2.02 above,  in the
case of any sale or conveyance of all or substantially  all of the assets of the
Corporation  in  connection   with  a  plan  of  complete   liquidation  of  the
Corporation,  in the case of the  dissolution,  liquidation or winding-up of the
Corporation,  all rights under this Warrant  shall  terminate on a date fixed by
the  Corporation,  such  date so  fixed to be not  earlier  than the date of the
commencement of the proceedings for such dissolution,  liquidation or winding-up
and not later than thirty (30) days after such commencement date. Notice of such
termination of purchase rights (the "Purchase Rights Termination  Notice") shall
be given to the Holder at least thirty (30) days prior to such termination date.
The Holder shall after the Purchase Rights Termination has been given, but prior
to the termination dated be entitled to exercise this Warrant, without regard to
the Vesting  Provisions of Section  1.01,  and purchase any or all of the shares
and common stock subject hereto.
Section 2.06 Any  adjustment  pursuant to the provisions of this Article II
shall be made on the basis of the  number of  Shares of Common  Stock  which the
Holder  would  have  been  entitled  to  acquire  by  exercise  of this  Warrant
immediately  prior to the event  giving rise to such  adjustment  and, as to the
Purchase  Price per share in effect  immediately  prior to the event that giving
rise to such  adjustment.  Whenever any such  adjustment is required to be made,
the  Corporation  shall  forthwith  determine the new number of Shares of Common
Stock which the Holder  hereof  shall be entitled to purchase  hereunder  and/or
such new Purchase Price per share and shall prepare, retain on file and transmit
to the  Holder  within  thirty  (30) days  after such  preparation  a  statement
describing in reasonable detail the method used in calculating such adjustment.

     Section 2.07 Anything contained herein to the contrary notwithstanding, the
Corporation shall not be required to issue any fraction of a Share in connection
with the  exercise  of this  Warrant,  and in any case where the  Holder  would,
except for the  provisions of this Section 2.07, be entitled  under the terms of
this  Warrant to receive a fraction of a Share upon such  exercise,  the Company
shall upon the  exercise and receipt of the  Purchase  Price,  issue the largest
number  of  whole  Shares  purchasable  upon  exercise  of  this  Warrant.   The
Corporation  shall  not be  required  to make any cash or  other  adjustment  in
respect of such  fraction  of a Share to which the  Holder  would  otherwise  be
entitled.  The Holder,  by the acceptance of this Warrant,  expressly waives his
right to receive a certificate for any fraction of a Share upon exercise hereof.

     Section 2.08 The form of Warrant need not be changed  because of any change
pursuant to this Article II in the Purchase  Price or in the number of Shares of
Common  Stock  purchasable  upon the  exercise  of a Warrant,  and Common  Stock
Purchase Warrants issued after such change may state the same Purchase Price and
the same  number  of  shares  of  Common  Stock as are  stated  in the  Warrants
initially issued pursuant to the Settlement Agreement.

                                 ARTICLE III --
                  REGISTRATION UNDER THE SECURITIES ACT OF 1933

     Section  3.01 This  Warrant and the Shares of Common  Stock  issuable  upon
exercise of this Warrant have not been  registered  under the  Securities Act of
1933,  as amended  ("the Act") and no rights to register  this Warrant under the
Act, the Shares  underlying  the Warrant,  or both of them, has been granted the
Warrantholder.  The  Warrantholder  acknowledges and agrees that the Warrant and
the  shares  underlying  the  Warrant  shall  not  be  sold,   transferred,   or
hypothecated absent an opinion,  acceptable to the Corporation's  counsel,  that
any said  sale,  transfer,  or  hypothecation  is exempt  from the  registration
requirements  of the Act.  Any Shares of the  Corporation's  Common Stock issued
upon exercise of this Warrant shall bear the following legend:

"The Shares  represented by this  Certificate have not been registered under the
Securities Act of 1933, as amended, and may not be transferred in the absence of
a  registration  statement  covering said Shares or an opinion of Counsel to the
Company that such registration is not required."
ARTICLE IV -- OTHER MATTERS

     Section 4.01 The Corporation  will from time to time promptly pay,  subject
to the provisions of paragraph (4) of Section 1.02 hereof, all taxes and charges
that may be imposed upon the  Corporation in respect of the issuance or delivery
of this Warrant or the Shares purchasable upon the exercise of this Warrant.

     Section 4.02 All the covenants and provisions of this Warrant by or for the
benefit of the Corporation shall bind and inure to the benefit of its successors
and assigns hereunder.

     Sections  4.03  Notices or demands  pursuant to this Warrant to be given or
made by the Holder to or on the Corporation shall be sufficiently  given or made
if sent by certified or  registered  mail,  return  receipt  requested,  postage
prepaid,  and addressed,  until another  address is designated in writing by the
Corporation, as follows:

                              Viper Networks, Inc.
                         10373 Roselle Street, Suite 170
                           San Diego, California 92121

     Notices to the Holder provided for in this Warrant shall be deemed given or
made by the Corporation if sent by certified or registered mail,  return receipt
requested,  postage  prepaid,  and  addressed  to the  Holder at his last  known
address as it shall appear on the books of the Corporation.

     Section 4.04 The validity,  interpretation  and performance of this Warrant
shall be governed by the laws of the State of Utah.

     Section  4.05  Nothing in this  Warrant  expressed  and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to
confer upon, or give to, any person or  corporation  other than the  Corporation
and the Holder any right, remedy or claim under promise or agreement hereof, and
all covenants,  conditions,  stipulations,  promises and agreements contained in
this Warrant shall be for the sole and exclusive  benefit of the Corporation and
its  successors  and of the  Holder,  its  successors  and,  if  permitted,  its
assignees.

     Section 4.06 The Article  headings herein are for convenience  only and are
not part of this Warrant and shall not affect the interpretation thereof.

     IN WITNESS WHEREOF,  this Warrant has been duly executed by the Corporation
under its corporate seal as of the _____ day of ____________.

                                      VIPER NETWORKS, INC.

                                           /s/ Paul E. Atkiss
                                      BY ______________________________________
                                        Paul E. Atkiss, Chief Financial Officer

Attest: _____________________________
ASSIGNMENT

     FOR VALUE  RECEIVED,  Stephen D. Young hereby sells,  assigns and transfers
unto  __________________________________________________  the within Warrant and
the rights  represented  thereby,  and does hereby  irrevocably  constitute  and
appoint _________________________________  Attorney, to transfer said Warrant on
the books of the Corporation,  with full power of substitution.  The Assignee of
this Warrant has read and agrees to all terms of the Warrant as described in the
Warrant and agrees  that the  Company's  obligations  to issue any shares of the
Company's  Common Stock are subject to the terms and  provisions of that certain
Settlement  Agreement  between the Company  and Stephen D. Young.  The  Assignee
further  agrees  to  deliver  and  execute  such  additional  agreements  as the
Corporation may reasonably  require so as to assure the Corporation  that all of
the terms of the Settlement  Agreement and those of applicable state and federal
securities laws are satisfied.

Dated: _______________________

Signed: ______________________________

Signature guaranteed:
SUBSCRIPTION FORM

                              VIPER NETWORKS, INC.
                         10373 Roselle Street, Suite 170
                           San Diego, California 92121

     The undersigned hereby irrevocably subscribes for the purchase of shares of
your Common Stock pursuant to and in accordance with the terms and conditions of
this Warrant,  and herewith makes payment,  covering such shares of Common Stock
which should be delivered to the  undersigned at the address stated below,  and,
if said number of shares shall not be all of the shares  purchasable  hereunder,
that a new  Warrant  of like  tenor  for the  balance  of the  remaining  shares
purchasable  hereunder  be delivered to the  undersigned  at the address  stated
below.

     The  undersigned  agrees that: (1) the  undersigned  will not offer,  sell,
transfer or otherwise  dispose of any such shares of Common Stock unless  either
(a) a registration statement, or post-effective amendment thereto, covering such
shares  of  Common  Stock  has been  filed  with  the  Securities  and  Exchange
Commission  pursuant to the Securities Act of 1933, as amended (the "Act"),  and
such sale,  transfer or other disposition is accompanied by a prospectus meeting
the  requirements  of Section 10 of the Act forming a part of such  registration
statement, or post-effective amendment thereto, which is in effect under the Act
covering  the shares of Common  Stock to be so sold,  transferred  or  otherwise
disposed  of,  or (b)  counsel  to  VIPER  NETWORKS,  INC.  satisfactory  to the
undersigned  has rendered an opinion in writing and addressed to VIPER NETWORKS,
INC. that such proposed offer, sale, transfer or other disposition of the shares
of Common Stock is exempt from the provisions of Section 5 of the Act in view of
the circumstances of such proposed offer,  sale,  transfer or other disposition;
(2)VIPER NETWORKS,  INC. may notify the transfer agent for its Common Stock that
the  certificates for the Common Stock acquired by the undersigned are not to be
transferred unless the transfer agent receives advice from VIPER NETWORKS,  INC.
that one or both of the  conditions  referred to in (1)(a) and (1)(b) above have
been satisfied;  and (3) VIPER NETWORKS,  INC. may affix the legend set forth in
Section  3.01 of this  Warrant to the  certificates  for shares of Common  Stock
hereby subscribed for, if such legend is applicable.

Dated: ________________    Signed:________________________________

Signature guaranteed:  _________________________________

Address: ___________________________________
EXHIBIT G

                   ALLOCATION OF STEPHEN YOUNG'S VIPER SHARES

                                   (Attached)
EXHIBIT H

                      ESCROW AGREEMENT OF JANUARY 27, 2005

                                   (Attached)
ESCROW  AGREEMENT,  dated as of January  27,  2005,  by and  between  VIPER
NETWORKS,  INC., a Utah corporation ("Viper"),  STEPHEN YOUNG ("Young") and PAUL
G. GOSS, ESQ., (the "Escrow Agent").

                              W I T N E S S E T H:

     WHEREAS,  as of even date herewith  Viper,  Young and other  parties,  have
entered into that certain  Settlement  Agreement (the  "Agreement")  pursuant to
which,  among other things,  Viper shall  deliver to the Escrow Agent  2,750,000
shares of common  stock (0.001 par value per share) of Viper (which are referred
to as the "Pending Shares" in the Agreement),  to be held in, and delivered from
escrow, pursuant to Section 1.05(b) and Exhibit E of the Agreement.

     WHEREAS, the Escrow Agent has agreed to act as Escrow Agent pursuant to the
terms and conditions hereinafter set forth;

     WHEREAS, capitalized terms used and not otherwise defined herein shall have
the meaning ascribed to them in the Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Viper shall deliver stock  certificates  representing the Pending Shares
which are identified and described on Schedule 1 attached hereto and made a part
hereof,  in Young's  name,  to the Escrow  Agent,  who the parties agree acts as
counsel to Viper and is not an  independent  third  party,  and the Escrow Agent
hereby  agrees to accept  receipt of the  certificates  evidencing  the  Pending
Shares.   The  certificates   representing  the  Pending  Shares  are  sometimes
hereinafter referred to as the "Escrowed Certificates."

         2. The Escrow Agent shall hold the Escrowed Certificates until they are
required to be released from escrow pursuant to Section 3 hereof.

     3(a) The Escrowed  Certificates for the applicable  Pending Shares shall be
released  from escrow and  delivered  by the Escrow  Agent to Young (i) upon the
dates set forth on  Schedule 1, or (ii) upon the  occurrence  of the events (the
"Event  Occurrence")  set forth on Schedule 1, as the case may be upon the dates
set forth in Schedule 1.

     (b) Upon the  dates  set  forth in  Schedule  1,  the  Escrow  Agent  shall
immediately release and deliver the applicable  Escrowed  Certificates which are
to be released on such dates to Young.

     (c) Viper or Young shall  immediately  notify the Escrow  Agent of an Event
Occurrence  in  writing,  and  provide a copy of such  notice in  writing to the
other.  If Viper  notifies the Escrow Agent of an Event  Occurrence,  the Escrow
Agent shall release and deliver the applicable  Escrowed  Certificates which are
to be released upon such Event Occurrences, to Young, upon receipt of the notice
of Event Occurrence.  If Young notifies the Escrow Agent of an Event Occurrence,
the Escrow Agent shall release and deliver the applicable Escrowed  Certificates
to Young  within  seven (7) days  following  the Escrow  Agent's  receipt of the
notice of Event  Occurrence,  unless the  Escrow  Agent  shall  have  received a
written notice of dispute from Viper.

     4. If a written  notice of dispute is received by the Escrow Agent pursuant
to Section 3 above,  then the Escrow  Agent shall not be required to release the
Escrowed Certificates until the entry of a final non-appealable order by a court
of competent  jurisdiction  determining all of the outstanding issues concerning
ownership of the Escrowed  Certificate or until the receipt of a joint notice by
Viper and Young or their respective successors.

     5. During the period in which the Escrow  Certificates  are held in escrow,
Young shall have all of the incidents of ownership of the Pending Shares and the
Escrowed Certificates therefor.
6. The Escrow Agent shall not be  responsible  for the  genuineness  of any
certificate or signature and may rely  conclusively  upon and shall be protected
when acting upon any notice, affidavit, request, consent, instruction,  check or
other  instrument  believed by it in good faith to be genuine or to be signed or
presented by the other person,  or duly  authorized or properly made. The Escrow
Agent shall have no  responsibility  except for the  performance  of its express
duties hereunder and no additional  duties shall be inferred herefrom or implied
hereby.  No amendment or  modification  of this Agreement or waiver of its terms
shall  affect the right and duties of the Escrow  Agent upon  acceptance  of the
Escrowed  Certificates  unless the Escrow Agent's written consent therefor shall
first have been  obtained.  The Escrow Agent shall not be  responsible or liable
for any act or omission on its part in the  performance  of its duties as Escrow
Agent  under this  Agreement,  except as such act or  omission  constitutes  bad
faith, gross negligence or fraud.

     7. The Escrow Agent shall not be required to institute or defend any action
involving  any matters  referred to herein or which  affects the Escrow Agent or
its duties or liabilities  hereunder  unless or until  requested to do so by any
party  to this  Agreement  and then  only  upon  receiving  full  indemnity,  in
character  satisfactory  to the  Escrow  Agent,  against  any  and  all  claims,
liabilities, and expenses in relation thereto (including any fees). In the event
of any dispute among the parties  hereto with respect to the Escrow Agent or its
duties:  (i) the Escrow  Agent may act or refrain  from acting in respect of any
matter  referred to herein in full  reliance  upon and by and with the advice of
counsel;  or (ii) the Escrow Agent may refrain from acting until  required to do
so by a  final  non-appealable  order  of a  court  of  competent  jurisdiction.
Notwithstanding  the foregoing,  the Escrow Agent may at any time be relieved of
its duties and  obligations  hereunder by depositing  the Escrowed  Certificates
with a court of competent jurisdiction willing to accept the same or upon thirty
(30) days written  notice of  resignation  given to the Viper and Young.  In the
event that the Escrow Agent  resigns as Escrow agent  hereunder,  then the Viper
and the Young shall obtain a mutually  satisfactory  substitute,  and the Escrow
Agent shall continue as escrow agent until a substitute escrow agent is engaged.

     8. In the event of any change in the Pending Shares during the term of this
Agreement,  by reason of any stock  dividend,  stock  split-up,  reverse  split,
recapitalization, combination, reclassification, exchange of shares or the like,
all new, substituted, or additional stock, or other securities, issued by reason
of any such change  shall be delivered to and held by the Escrow Agent under the
terms of this  Agreement  in the same  manner as the Pending  Shares  originally
escrowed hereunder.

     9. This  Agreement  shall be binding upon and shall inure to the benefit of
the parties hereto and their  respective legal  representatives,  successors and
assigns.

     10. This Agreement contains the entire agreement and understanding  between
the parties in respect of the subject  matter  hereof,  and cannot be  modified,
changed,  discharged or terminated except by an instrument in writing, signed by
the party against whom  enforcement of any  modification,  change,  discharge or
termination is sought.

     11. A waiver of the breach of any term or condition of this Agreement shall
not be deemed  to  constitute  a waiver  of any other  breach of the same or any
other condition.

     12. This  Agreement  will be construed and governed in accordance  with the
laws of the State of California, excluding choice of law rules thereof.

     13. All  notices or other  communication  required or  permitted  hereunder
shall be  sufficiently  given if delivered by hand,  or sent by certified  mail,
return receipt requested,  postage prepaid,  facsimile transmission or overnight
mail or courier, addressed as follows:

                  If to Viper, at:

                  Viper Networks, Inc.
                  7660 Fay Avenue, Suite H3339
                  La Jolla, California 92314

                  Attention: Paul Atkiss
                  Telecopier Number: (858)4525-8638
If to Young, at:

                  Stephen D. Young
                  840 McAllister Avenue
                  Big Bear City, California 92314
                  Telecopier Number: (888) 375-7270

                  If to the Escrow Agent:

                  Paul G. Goss, Esq.
                  1775 Sherman Street, Suite 2550
                  Denver, Colorado 80203
                  Telecopier Number: (720) 981-2955

     14. In the event of any litigation or arbitration between the parties,  the
prevailing  party shall be entitled to its reasonable  attorneys' fees and costs
associated with such action.

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

                              VIPER NETWORKS, INC.

                              By:
                              -------------------------------------------------
                              Name:
                               ------------------------------------------------
                              Title:
                                 ----------------------------------------------

                                        /s/ Stephen D. Young
                                       ----------------------------------------
                                        STEPHEN D. YOUNG

                                         /s/ Paul G. Goss
                                        ---------------------------------------
                                        PAUL G. GOSS, ESQ. as Escrow Agent
SCHEDULE 1

                  SHARE CERTIFICATES & NUMBER OF SHARES ISSUED

                            TO YOUNG TO BE DELIVERED

                     TO THE ESCROW AGENT AND HELD IN ESCROW

Stock Cert.#                        No. of Shares                      Qualifying Event/Timeframe
#3299                                   500,000                         April 16, 2005

#4138                                    50,000                         April 16, 2005

#3301                                 1,000,000                         10,000 reg USB phones
                                                                         sold & on network

#4133                                   100,000                         10,000 reg USB phones
                                                                         sold & on network

#3302                                 1,000,000                         3 mos. At $1/share OR
                                                                         2nd anniversary (July 16, 2005)

#4134                                    100,000                        3 mos. At $1/share OR
                                                                         2nd anniversary (July 16, 2005)