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                                  EXHIBIT 10.1


         AGREEMENT  AND PLAN OF MERGER (this  "Agreement"),  dated as of October
27, 2003, by and among Reality  Wireless  Networks,  Inc., a Nevada  corporation
(the "Company"), RWNT Acquisition,  Inc., a Delaware corporation ("Acquisition")
and Orange Soda, Inc., a Delaware corporation ("OS").

                                    RECITALS

         WHEREAS,  the Company and OS desire to merge  Acquisition with and into
OS whereby OS shall be the surviving entity pursuant to the terms and conditions
set forth  herein and  whereby the  transaction  is intended to qualify as a tax
free  reorganization  pursuant to Section 368(a) of the Internal Revenue Code of
1986, as amended (the "IRC"), to the extent permitted by applicable law;

         WHEREAS, in furtherance of such combination, the Boards of Directors of
the Company,  Acquisition  and OS have each  approved the merger of  Acquisition
with and into OS (the  "Merger"),  upon the terms and subject to the  conditions
set forth herein,  in accordance with the applicable  provisions of the Delaware
General Corporation Law (the "DGCL").

         WHEREAS, the stockholder of OS desires to exchange all of its shares of
the capital stock of OS (the "OS Capital Stock") for shares of the capital stock
of the  Company  (the  "Company  Capital  Stock")  as a tax free  reorganization
pursuant to Section  368(a) of the IRC, to the extent  permitted  by  applicable
law;

         WHERAS,  just prior to the Merger,  OS's 1% Convertible  Debentures Due
October __, 2008 in the aggregate  principal  amount of Nine Hundred Ninety Four
Thousand Dollars  ($994,000) (the "OS First Debentures") and OS's 1% Convertible
Debenture Due October __, 2008 in the principal  amount of Six Thousand  Dollars
($6,000) (the "OS Second  Debenture" and, together with the OS First Debentures,
the "OS  Debentures")  are convertible  into shares of OS common stock par value
$0.001  per  share  (the "OS  Common  Stock")  pursuant  to the  terms of the OS
Debentures  and  the  Purchase   Agreement  (as  defined  below)  and  upon  the
consummation  of the Merger will be  convertible  into an  equivalent  number of
shares of the Company's  common stock,  par value $0.001 per share (the "Company
Common Stock") (the "Company Underlying Shares");

         WHEREAS, upon the effectiveness of the Merger and pursuant to the terms
of this Agreement and the Purchase Agreement, the Company Underlying Shares will
be  substituted  for the OS  Underlying  Shares,  the  Company  will  assume the
obligations,  jointly and  severally,  with OS under the OS  Debentures  and the
Company  will  assume  the  obligations  of OS under  that  certain  Convertible
Debenture  Purchase Agreement dated even date herewith between OS and HEM Mutual
Assurance LLC ("HEM") (the  "Purchase  Agreement")  and OS will be released from
certain of such obligations; and


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         WHEREAS, all defined terms used herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the Purchase Agreement.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
covenants and  agreements  herein  contained,  and intending to be legally bound
hereby, the parties agree as follows:

                                    ARTICLE I

                                   THE MERGER

         1.1 THE MERGER.  At the  Effective  Time (as  hereinafter  defined) and
subject to and upon the terms and  conditions  of this  Agreement  and the DGCL,
Acquisition  shall be merged with and into OS pursuant to the Merger.  Following
the Merger,  OS shall  continue as the  surviving  corporation  (the  "Surviving
Corporation") and the separate  corporate  existence of Acquisition shall cease.
As part of the Merger and as more fully  described  in Section  2.1, (i) the One
Thousand  (1,000) issued and outstanding  shares of the OS Common Stock shall be
exchanged for Company  Common Stock at the Exchange Ratio (as defined below) and
(ii) each share of  Acquisition's  issued and  outstanding of common stock,  par
value $.001 per share (the "Acquisition Common Stock"),  shall be converted into
one validly issued,  fully paid and  non-assessable  share of common stock,  par
value  of  $.001  per  share,  of  the  Surviving  Corporation  (the  "Surviving
Corporation Common Stock").

         1.2  EFFECTIVE  TIME.  The Merger shall be  consummated  as promptly as
practicable after satisfaction of all conditions to the Merger set forth herein,
by filing with the Secretary of State of the State of Delaware a certificate  of
merger (the  "Certificate  of  Merger"),  and all other  appropriate  documents,
executed in  accordance  with the relevant  provisions  of the DGCL.  The Merger
shall become effective upon the filing of the Certificate of Merger. The time of
such filing shall be referred to herein as the "Effective Time."

         1.3  EFFECTS OF THE  MERGER.  At the  Effective  Time,  all the rights,
privileges,  immunities,  powers and  franchises of  Acquisition  and OS and all
property, real, personal and mixed, and every other interest of, or belonging to
or due to each of  Acquisition  and OS shall vest in the Surviving  Corporation,
and all  debts,  liabilities,  obligations  and  duties of  Acquisition  and OS,
including,  without limitation, the performance of all obligations and duties of
OS pursuant to the  Purchase  Agreement,  the OS  Debentures  and the  exhibits,
schedules  and all  documents  executed  in  connection  therewith  or any other
Transaction  Document (as defined in the Purchase  Agreement),  shall become the
debts, liabilities,  obligations and duties of the Surviving Corporation (except
as assumed by the Company) without further act or deed, all in the manner and to
the full  extent  provided  by the  DGCL.  Whenever  a  conveyance,  assignment,
transfer,  deed or other  instrument or act is necessary to vest any property or
right in the Surviving Corporation, the directors and officers of the respective
constituent corporations shall execute, acknowledge and deliver such instruments
and  perform  such  acts,  for  which  purpose  the  separate  existence  of the
constituent  corporations  and the authority of their  respective  directors and
officers shall continue, notwithstanding the Merger.

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         1.4 CERTIFICATE OF  INCORPORATION.  The Certificate of Incorporation of
OS,  as in  effect  immediately  prior  to  the  Effective  Time,  shall  be the
Certificate of Incorporation of the Surviving  Corporation and thereafter may be
amended or repealed in accordance with its terms and applicable law.

         1.5 BY-LAWS.  At the Effective  Time and without any further  action on
the part of  Acquisition  and OS, the  By-laws of OS shall be the By-laws of the
Surviving  Corporation  and  thereafter may be amended or repealed in accordance
with  their  terms  or  the  Certificate  of   Incorporation  of  the  Surviving
Corporation and as provided by law.

         1.6 DIRECTORS. The directors of Acquisition at the Effective Time shall
be the  directors  of the  Surviving  Corporation,  until the  earlier  of their
resignation or removal or until their respective successors are duly elected and
qualified, as the case may be.

         1.7 OFFICERS.  The officers of  Acquisition at the Effective Time shall
be the  officers  of the  Surviving  Corporation,  until  the  earlier  of their
resignation or removal or until their  respective  successors are duly appointed
and qualified, as the case may be.

         1.8 TAX-FREE  REORGANIZATION.  The parties intend that the Merger shall
be treated as a tax-free  reorganization  pursuant to Section 368(a) of the IRC,
to the extent permitted by applicable law.

                                   ARTICLE II

             CONVERSION OF OS SHARES AND ASSUMPTION OF OS DEBENTURES

         2.1 CONVERSION AND CANCELLATION OF OS COMMON STOCK. As of the Effective
Time, by virtue of the Merger and without any action on the part of the Company,
Acquisition  or OS or  the  holders  of  any  shares  of the  capital  stock  of
Acquisition or OS:

                  (a) Subject to the  provisions  of Sections 2.4 and 2.5,  each
share of OS Common Stock (the "OS Common Stock Shares")  issued and  outstanding
immediately  prior  to  the  Effective  Time  (other  than  shares  canceled  in
accordance  with Section 2.1(b) and other than with respect to the escrow shares
deposited by OS with the Escrow Agent (as defined below) in accordance  with the
Purchase  Agreement  (the "OS  Escrow  Shares")  which  shall  be  automatically
cancelled  and  replaced  with an equal  number  of  Company  Escrow  Shares  in
accordance with Section 2.2, shall be converted into 0.10 (the "Exchange Ratio")
of a validly issued,  fully paid and nonassessable share of Company Common Stock
(the "Company  Common Stock  Shares").  As of the Effective Time, each OS Common
Stock Share shall no longer be outstanding and shall  automatically  be canceled
and cease to exist, and each holder of a certificate  representing any OS Common
Stock Share shall cease to have any rights with respect  thereto  other than the
right to  receive  Company  Common  Stock  Shares to be issued in  consideration
therefor  upon the  surrender  of such  certificate,  properly  endorsed  to the
Company.

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                  (b) Each share of OS Capital Stock held in the treasury of the
OS and each share of OS Capital Stock owned by  Acquisition  or Company shall be
canceled  without any conversion  thereof and no payment,  distribution or other
consideration shall be made with respect thereto.

                  (c) Each issued and  outstanding  share of Acquisition  Common
Stock shall be converted into one validly issued,  fully paid and  nonassessable
share of Surviving Corporation Common Stock.

         2.2  ESCROW  MATERIALS.  (a) At the  Post-Closing,  the  Company  shall
deposit  into  escrow with  Gottbetter  &  Partners,  LLP, as escrow  agent (the
"Escrow Agent") the following, which are hereinafter collectively referred to as
the "Escrow  Materials," (i) the escrow agreement annexed hereto and made a part
hereof  as  EXHIBIT   2.2(A)  (the  "Escrow   Agreement"),   (ii)   certificates
representing Forty One Million (41,000,000) shares of duly issued Company Common
Stock,  without  restriction  and  freely  tradable  pursuant  to  Rule  504  of
Regulation D of the  Securities  Act (the  "Company  Escrow  Shares"),  in share
denominations  specified  by  the  Purchaser,  registered  in  the  name  of the
Purchaser and/or its assigns;  and (iii) a power of attorney with respect to the
Company  Underlying Shares and the Company Escrow Shares, in the form annexed to
the Escrow  Agreement  as  Appendix  I. At the  Post-Closing,  upon the  Company
fulfilling its obligations under this Section 2.2, Escrow Agent shall release to
the Company the OS Escrow Shares  cancelled in accordance  with Section 2.1. The
Escrow  Materials  shall  be  held in  escrow  in  accordance  with  the  Escrow
Agreement. The Escrow Materials shall be released from escrow only in accordance
with this Section 2.2, the Purchase Agreement,  the Notes, the OS Debentures and
the Escrow Agreement.

                  (b) Upon the  effectiveness  of the Merger  and in  accordance
with Section 2.7 hereof,  the Company shall  substitute  the Company  Underlying
Shares and the Company  Escrow  Shares for the OS  Underlying  Shares and the OS
Escrow  Shares  with regard to all of the rights and  obligations,  specifically
including the  conversion  rights,  under the OS  Debentures,  and the OS Escrow
Shares shall be cancelled.

         2.3 [INTENTIONALLY LEFT BLANK].

         2.4 ADJUSTMENT OF THE EXCHANGE RATIO.  In the event that,  prior to the
Effective Time, any stock split, combination, reclassification or stock dividend
with  respect to the  Company  Common  Stock or OS Common  Stock,  any change or
conversion of Company  Common Stock or OS Common Stock or into other  securities
or any other dividend or  distribution  with respect to the Company Common Stock
or OS Common Stock (other than regular quarterly  dividends) should occur or, if
a record date with respect to any of the foregoing should occur, appropriate and
proportionate  adjustments  shall be made to the Exchange Ratio,  and thereafter
all references to an Exchange Ratio shall be deemed to be to such Exchange Ratio
as so adjusted.

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         2.5  NO  FRACTIONAL  SHARES.  No  certificates  or  scrip  representing
fractional shares of Company Common Stock shall be issued upon the surrender for
exchange of certificates  and such fractional share shall not entitle the record
or beneficial  owner thereof to vote or to any other rights as a stockholder  of
the Company.  The number of shares of Company Common Stock to be issued shall be
rounded up to the nearest whole share.

         2.6 FURTHER  ASSURANCES.  If at any time after the  Effective  Time the
Surviving  Corporation  shall  consider or be advised  that any deeds,  bills of
sale,  assignments  or  assurances  or any other acts or things  are  necessary,
desirable or proper (a) to vest, perfect or confirm, of record or otherwise,  in
the Surviving  Corporation,  its right, title or interest in, to or under any of
the rights, privileges, powers, franchises, properties or assets of either OS or
Acquisition  or (b) otherwise to carry out the purposes of this  Agreement,  the
Surviving  Corporation  and its proper officers and directors or their designees
shall be authorized  (to the fullest  extent  allowed under  applicable  law) to
execute and deliver, in the name and on behalf of either OS or Acquisition , all
such deeds, bills of sale, assignments and assurances and do, in the name and on
behalf of OS or Acquisition, all such other acts and things necessary, desirable
or proper to vest,  perfect or confirm its right,  title or  interest  in, to or
under any of the rights, privileges, powers, franchises, properties or assets of
OS or  Acquisition,  as  applicable,  and otherwise to carry out the purposes of
this Agreement.

         2.7 OS DEBENTURES.  (a) As of the Effective Time, the Company  assumes,
jointly and severally with OS, all of the obligations and responsibilities under
the OS Debentures to the holder or holders of the OS Debentures. With respect to
the OS Debentures,  at the Effective  Time, the Company shall (i) replace the OS
Underlying  Shares,  with the  Company  Underlying  Shares and (ii)  replace the
Escrow  Shares  deposited  by OS with the Escrow  Agent with the Company  Escrow
Shares.

         (b) At the Effective  Time,  (i) all references in the OS Debentures to
Company  Common Stock (as defined in the OS  Debentures)  shall be references to
Company Common Stock (as defined  herein) and (ii) all references to the Company
(as  defined  in the OS  Debentures)  in the OS  Debentures  shall  be  read  as
references  to the  Company  (as defined  herein) as if the OS  Debentures  were
issued on the date the OS  Debentures  were  issued,  by the Company (as defined
herein),  specifically  including all  calculations in the OS Debentures such as
the  determination  of the conversion  price,  the Conversion  Price,  the Fixed
Conversion  Price and the Floating  Conversion  Price.  The  Exchange  Ratio (as
defined  herein)  shall have no effect on the OS  Debentures  or the  assumption
thereof by the Company (as defined herein).

         (c) At the Effective Time, OS shall assign and the Company shall assume
all of OS's  obligations  and covenants  under the Purchase  Agreement as if the
Company executed the Purchase  Agreement  instead of OS on the date thereof.  At
the Effective  Time,  all  references to the Company (as defined in the Purchase
Agreement) in the Purchase  Agreement shall mean the Company (as defined herein)
and all  references  to  dates or  tolling  of  periods  shall be read as if the
Company (as defined  herein)  executed  the  Purchase  Agreement  instead of the
Company (as defined in the Purchase  Agreement).  At the Effective  Time, all of
the remedies  available to the current and future  holders of the OS  Debentures
under the  Purchase  Agreement  against the Company (as defined in the  Purchase
Agreement) shall be available against the Company (as defined herein).

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         (d) The  provisions  described in this Section 2.7 shall not be amended
and  shall  be in  effect  until  the  earlier  of (i)  the  date  all of the OS
Convertible  Debentures have been converted into Company Common Stock Shares and
(ii) six (6) years from the date the OS Debentures were issued.

         (e) The current and future holders of the OS Debentures  shall be third
party  beneficiaries  of this  Agreement.  There  shall be no other  third party
beneficiaries to this Agreement or any part hereof.


                                   ARTICLE III

                                     CLOSING

         Subject to  satisfaction of the conditions to closing set forth in this
Agreement and unless this Agreement is otherwise  terminated in accordance  with
the provisions  contained herein, the closing of the Merger and the Contemplated
Transactions (the "Post-Closing")  shall take place at the offices of Gottbetter
&  Partners,  LLP,  488  Madison  Avenue,  New  York,  New York as  promptly  as
practicable  after  satisfaction  of the conditions set forth in this Agreement,
which in no event shall be more than ten days after the  Closing  Date under the
Purchase Agreement (except if such 10th day is not a Business Day, then the next
Business Day) (the "Post-Closing Date").

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES


         1.1 4.1  REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND ACQUISITION.
Except as disclosed  in the Reports (as defined  below) or in a document of even
date herewith referring to the  representations and warranties in this Agreement
and  delivered  by Company to OS prior to the  execution  and  delivery  of this
Agreement  (the  "Company  Disclosure  Schedule"),  Acquisition  and the Company
hereby make the  following  representations  and  warranties to OS, all of which
shall survive the Post-Closing,  subject to the limitations set forth in Section
8.1 hereof:


                  (a)   ORGANIZATION   AND  GOOD  STANDING.   Acquisition  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, with full corporate power and authority to conduct its
business as it is now being  conducted,  to own or use the properties and assets
that it owns or uses, and to perform all its  obligations  under this Agreement.

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The  Company is a  corporation  duly  organized,  validly  existing  and in good
standing under the laws of the State of Delaware,  with full corporate power and
authority  to conduct its business as it is now being  conducted,  to own or use
the  properties  and  assets  that it  owns  or  uses,  and to  perform  all its
obligations  under this Agreement and, upon the  Post-Closing the OS Debentures.
Company has no subsidiaries  other than  Acquisition and other than as set forth
on  the  Company   Disclosure   Schedule   (individually,   a  "SUBSIDIARY"  and
collectively, the "SUBSIDIARIES").  Acquisition has no subsidiaries. Each of the
Company and Acquisition is duly qualified to do business and is in good standing
as a foreign  corporation in each  jurisdiction in which either the ownership or
use of the  properties  owned or used by it,  or the  nature  of the  activities
conducted by it, requires such qualification,  except for such failures to be so
qualified or in good standing would not have a Material Adverse Effect.

         (b) AUTHORITY; NO CONFLICT.

                  i. This  Agreement  and any  agreement  executed in connection
herewith  by Company or  Acquisition  constitute  the legal,  valid and  binding
obligations  of the Company  and  Acquisition,  as the case may be,  enforceable
against the  Company and  Acquisition,  as the case may be, in  accordance  with
their respective terms,  except as such enforceability is limited by bankruptcy,
insolvency  and other  laws  affecting  the rights of  creditors  and by general
equitable  principles.  The Company has the  absolute  and  unrestricted  right,
power,  authority  and  capacity to execute and deliver this  Agreement  and any
agreement  executed by it in connection  herewith and to perform its obligations
hereunder and thereunder.

                  ii.  Neither the execution  and delivery of this  Agreement by
each of the Company and Acquisition, nor the consummation or performance by each
of  any  of  its  respective  obligations  contained  in  this  Agreement  or in
connection with the Contemplated Transactions will, directly or indirectly (with
or without notice or lapse of time):

                           a. contravene, conflict with or result in a violation
of (x)  any  provision  of  the  Organizational  Documents  of  the  Company  or
Acquisition,  as the case may be, or (y) any resolution  adopted by the board of
directors or the stockholders of the Company or Acquisition, as the case may be;

                           b. contravene, conflict with or result in a violation
of, or give any governmental  body or other Person the right to challenge any of
the  Contemplated  Transactions  or to exercise  any remedy or obtain any relief
under, any Legal Requirement or any Order to which the Company or Acquisition or
any of the assets owned or used by the Company or Acquisition may be subject;

                           c. contravene, conflict with or result in a violation
or breach of any provision of, or give any Person the right to declare a default
or exercise any remedy under,  or to accelerate the maturity or performance  of,
or to cancel,  terminate or modify,  this  Agreement,  the OS  Debentures  (once
assumed by Company) or any Applicable Contract;

                                       10
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                           d.  result  in  the  imposition  or  creation  of any
material encumbrance upon or with respect to any of the material assets owned or
used by the Company or Acquisition;

                           e. cause the Company or Acquisition to become subject
to, or to become liable for the payment of, any tax; or

                           f.  cause any of the assets  owned by the  Company or
Acquisition  to be  reassessed  or  revalued  by any taxing  authority  or other
governmental  body,  except  in  connection  with the  transfer  of real  estate
pursuant to this Agreement or the Contemplated Transactions, if any.

         (c)  CAPITALIZATION.  The  capitalization of the Company as of June 30,
2003 is as set forth in the Form 10-Q for the period  ended  June 30,  2003 (the
"JUNE 10-Q"),  increased as set forth in the next sentence.  The Company has not
issued any  capital  stock since that date other than  pursuant to (i)  employee
benefit  plans  disclosed in the Reports (as defined in Section  4.1(d)) or (ii)
outstanding warrants,  options or other securities disclosed in the Reports. All
of the issued and outstanding shares of the Company Capital Stock have been duly
authorized and validly issued and are fully paid and non-assessable.  Except for
this  Agreement  and as  disclosed  in the  Reports,  there  are no  outstanding
options, warrants, script, rights to subscribe to, registration rights, calls or
commitments of any character  whatsoever  relating to, or securities,  rights or
obligations convertible into or exchangeable for, or giving any Person any right
to  subscribe  for or  acquire,  any  shares of the  Company  Common  Stock,  or
contracts, commitments,  understandings, or arrangements by which the Company or
any Subsidiary is or may become bound to issue additional  shares of the Company
Common Stock, or securities or rights convertible or exchangeable into shares of
the Company  Common Stock.  None of the  outstanding  Company  Capital Stock was
issued in violation of the Securities Act or any other legal requirement.

         (d) FINANCIAL  STATEMENTS.  The Company has delivered or made available
to OS copies of its Form 10-K Annual  Report for the fiscal year ended  December
31, 2002 and copies of its quarterly reports on Form 10-Q for the quarters ended
March 31, 2003 and June 30, 2003,  each as filed with the SEC and including,  in
each case, any amendments thereto (collectively,  the "Reports").  The financial
statements  contained in the Reports are in all material  respects in accordance
with the books and records of the Company and have been  prepared in  accordance
with GAAP applied on a consistent basis throughout the periods indicated, all as
more  particularly set forth in the notes to such  statements.  The consolidated
balance sheets  contained in such Reports (the "Company Balance Sheets") present
fairly in all  material  respects as of their dates the  consolidated  financial
condition  of the  Company  and its  subsidiaries.  Except as and to the  extent
reflected or reserved against in the Company Balance Sheets (including the notes
thereto),  the Company did not have, as of the date of any such Company  Balance
Sheet,  any material  liabilities or  obligations  (absolute or contingent) of a
nature  customarily  reflected  in a  balance  sheet or the notes  thereto.  The
consolidated statements of operations,  consolidated statements of stockholders'
equity and changes in  consolidated  statements of cash flows present  fairly in
all  material  respects  the  results of  operations  and  changes in  financial
position of the Company and its subsidiaries for the periods indicated.


                                       11
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         (e) SEC FILINGS. The Company has filed all reports required to be filed
with the SEC under the rules  and  regulations  of the SEC and all such  reports
have complied in all material respects,  as of their respective filing dates and
effective dates, as the case may be, with all the applicable requirements of the
Securities  Exchange Act of 1934, as amended.  As of the  respective  filing and
effective  dates,  none of  such  reports  (including  without  limitation,  the
Reports) contained any untrue statement of a material fact or omitted to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

         (f) ABSENCE OF MATERIAL  ADVERSE  CHANGE.  Since the date of the latest
Company Balance Sheets, there have been no events,  changes or occurrences which
have had or are reasonably likely to have,  individually or in the aggregate,  a
Material Adverse Effect.

         (g) ISSUANCE OF COMPANY  SECURITIES.  The Company  Common Stock Shares,
and when issued in accordance with this Agreement,  the Purchase Agreement,  the
OS Debentures and the Escrow  Agreement,  the Company  Underlying Shares and the
Company Escrow Shares, shall be duly authorized,  validly issued, fully-paid and
nonassessable.  The  Company  currently  has,  and at  all  times  while  the OS
Debentures are outstanding  will maintain,  an adequate reserve of shares of the
Company  Common  Stock to  enable  it to  perform  its  obligations  under  this
Agreement  and OS  Debentures.  Except as set forth in the Reports,  there is no
equity line of credit or convertible  security or instrument  outstanding of the
Company.

         (h)  UNDISCLOSED  LIABILITIES.  Except as  disclosed in any Schedule to
this Agreement,  none of the Company,  Acquisition or the  Subsidiaries  has any
material  obligations  and  liabilities  (contingent or otherwise)  except those
liabilities (i) that are reflected in the Company Balance Sheets or in the notes
thereto,  or  disclosed  in the notes  therein  in  accordance  with GAAP or, in
accordance with GAAP, are not required to be so reflected or disclosed,  or (ii)
that were incurred after the date of the Company  Balance Sheets in the Ordinary
Course of Business, none of which results from, arises out of, relates to, is in
the  nature of, or was caused by any  breach of  contract,  breach of  warranty,
tort, infringement,  or violation of law or could reasonably be expected to have
a Material Adverse Effect.

         (i) TAXES.

                  i. The  Company  has  filed or  caused to be filed on a timely
basis all tax  returns  that are or were  required to be filed by it pursuant to
applicable Legal  Requirements.  The Company has paid, or made provision for the
payment  of, all taxes that have or may have  become due  pursuant  to those tax
returns or  otherwise,  or pursuant to any  assessment  received by the Company,
except such taxes, if any, as are listed in the Company Disclosure  Schedule and
are  being  contested  in good  faith as to which  adequate  reserves  have been
provided in the Company Balance Sheets.

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<PAGE>

                           ii. All tax  returns  filed by the  Company are true,
correct and complete in all material respects.

         (j) EMPLOYEE BENEFITS.  Except as disclosed in the Reports, the Company
does not sponsor or  otherwise  maintain a "pension  plan" within the meaning of
Section 3(2) of ERISA or any other retirement plan other than the Company Profit
Sharing and 401(k) Plan and Trust that is intended to qualify  under Section 401
of the Code, nor do any unfunded  liabilities exist with respect to any employee
benefit  plan,  past or present.  No employee  benefit  plan,  any trust created
thereunder or any trustee or administrator  thereof has engaged in a "prohibited
transaction,"  as defined in Section 4975 of the Code, which may have a Material
Adverse Effect.

         (k)  GOVERNMENTAL  AUTHORIZATIONS.  The  Company,  Acquisition  and the
Subsidiaries  have all  permits  that are  legally  required  to enable  them to
conduct their business in all material respects as now conducted.

         (l) LEGAL PROCEEDINGS; ORDERS.

                  i.  Except as set forth in the  Reports,  there is no material
pending Proceeding:

                           a. that has been commenced by or against the Company,
Acquisition  or the  Subsidiaries,  or any of the  assets  owned or used by, the
Company, Acquisition or the Subsidiaries; or

                           b. that  challenges,  or that may have the  effect of
preventing,  delaying,  making  illegal,  or  otherwise  interfering  with,  any
Contemplated Transaction.

                  ii. Except as set forth in the Reports:

                           a. there is no material Order to which the Company or
the Subsidiaries, or any of the assets owned or used by the Company, Acquisition
or the Subsidiaries, is subject; and

                           b. no officer,  director,  agent,  or employee of the
Company or  Acquisition  is subject to any material  Order that  prohibits  such
offer,  director,  agent or employee from engaging in or continuing any conduct,
activity or practice relating to the business of the Company or Acquisition,  as
the case may be.

                  (m) ABSENCE OF CERTAIN CHANGES AND EVENTS. Except as set forth
in the Reports,  since the date of the most recent Company Balance  Sheets,  the
Company and the Subsidiaries  and Acquisition,  since the date of its inception,
have conducted their business only in the Ordinary Course of Business, and other
than as contemplated by this Agreement or the  Contemplated  Transactions  there
has not been any:


                                       13
<PAGE>

                           i. change in the authorized or issued Company Capital
Stock  or the  authorized  or  issued  capital  stock  of  Acquisition  and  the
Subsidiaries;  grant of any stock option or right to purchase  shares of capital
stock  of the  Company;  issuance  of  any  equity  lines  of  credit,  security
convertible into such capital stock; grant of any registration rights; purchase,
redemption, retirement, or other acquisition or payment of any dividend or other
distribution or payment in respect of shares of capital stock;

                           ii. amendment to the Organizational  Documents of the
Company, Acquisition or the Subsidiaries;

                           iii. damage to or destruction or loss of any material
asset or property of the Company,  Acquisition or the  Subsidiaries,  whether or
not covered by insurance, causing a Material Adverse Effect;

                           iv.  receipt of notice that any of their  substantial
=customers  have  terminated or intends to terminate  their  relationship, which
termination would have a Material Adverse Effect;

                           v.  entry  into  any  transaction  other  than in the
Ordinary Course of Business;

                           vi. entry into, termination of, or receipt of written
notice of  termination  of any material (i)  license,  distributorship,  dealer,
sales  representative,  joint venture,  credit,  or similar  agreement,  or (ii)
contract or transaction;

                           vii.  sale  (other  than  sales of  inventory  in the
Ordinary  Course  of  Business),  lease,  or other  disposition  of any asset or
property of the Company, Acquisition or the Subsidiaries or mortgage, pledge, or
imposition of any lien or other encumbrance on any material asset or property of
the Company, Acquisition or the Subsidiaries;

                           viii.    cancellation or waiver of any claims or
rights with a value to the Company in excess of $10,000;

                           ix. material change in the accounting methods used by
the Company, Acquisition or the Subsidiaries; or

                           x.  agreement,   whether  oral  or  written,  by  the
Company, Acquisition or the Subsidiaries to do any of the foregoing.

         (n)  NO  DEFAULT  OR  VIOLATION.  The  Company,   Acquisition  and  the
Subsidiaries (i) are in material  compliance with all applicable  material terms
and  requirements  of each  material  contract  under which they have or had any
obligation  or  liability or by which they or any of the assets owned or used by
them  is or was  bound  and  (ii)  is not in  material  violation  of any  Legal
Requirement.

                                       14
<PAGE>

         (o) CERTAIN PAYMENTS. Since the most recent date of the Company Balance
Sheets, neither the Company, Acquisition or the Subsidiaries,  nor any director,
officer,  agent or employee of the Company or the  Subsidiaries  has directly or
indirectly (a) made any contribution,  gift, bribe,  rebate,  payoff,  influence
payment,  kickback or other payment to any Person, private or public, regardless
of form,  whether  in  money,  property  or  services  (i) to  obtain  favorable
treatment in securing business, (ii) to pay for favorable treatment for business
secured,  (iii) to obtain special concessions or for special concessions already
obtained,  for or in respect of the Company,  Acquisition or the Subsidiaries or
(iv) in violation of any Legal Requirement, or (b) established or maintained any
fund or  asset  that has not been  recorded  in the  books  and  records  of the
Company, Acquisition or the Subsidiaries.

         (p) BROKERS OR FINDERS.  The Company and Acquisition  have not incurred
any obligation or liability,  contingent or otherwise, for brokerage or finders'
fees or agents'  commissions  or other similar  payment in connection  with this
Agreement.

         4.2 REPRESENTATIONS AND WARRANTIES OF OS. OS hereby makes the following
representations  and  warranties to the Company,  all of which shall survive the
Post-Closing, subject to the limitations set forth in Section 8.2 hereof:

         (a) ORGANIZATION,  GOOD STANDING AND PURPOSE.  OS is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware  with full power and  authority to conduct its  businesses as it is now
being  conducted,  to own or use the properties and assets that it owns or uses,
and  to  perform  all  of  its  obligations  under  this  Agreement.  OS  has no
subsidiaries.  OS is duly  qualified to do business and is in good standing as a
foreign corporation in each jurisdiction in which either the ownership or use of
the properties owned or used by it, or the nature of the activities conducted by
it, requires such qualification,  except for such failures to be so qualified or
in good  standing  would not have a Material  Adverse  Effect.  OS was formed to
assist small communications companies with their growth strategies.

         (b) AUTHORITY; NO CONFLICT.

                  i. This  Agreement  and any  agreement  executed in connection
herewith have been duly  authorized by all required  action of OS and constitute
the  legal,  valid and  binding  obligations  of OS,  enforceable  against OS in
accordance with their  respective  terms.  OS has the absolute and  unrestricted
right,  power and  authority  to execute  and  deliver  this  Agreement  and any
agreements  executed  in  connection  herewith  and to perform  its  obligations
hereunder and thereunder.

                  ii Neither the execution and delivery of this Agreement by OS,
nor the consummation or performance by it of any of its obligations contained in
this  Agreement  or in  connection  with the  Contemplated  Transactions  by the
Company will, directly or indirectly (with or without notice or lapse of time):


                                       15
<PAGE>

                  a.  contravene,  conflict with or result in a violation of (x)
any  provision  of the  Organizational  Documents  of OS or (y)  any  resolution
adopted by the board of directors or the stockholders of OS;

                  b.  contravene,  conflict with or result in a violation of, or
give any  governmental  body or other Person the right to  challenge  any of the
Contemplated  Transactions or to exercise any remedy or obtain any relief under,
any Legal  Requirement  or any Order to which OS or any of the  assets  owned or
used by OS may be subject;

                  c.  contravene,  conflict  with or  result in a  violation  or
breach of any provision of, or give any Person the right to declare a default or
exercise any remedy under,  or to accelerate the maturity or performance  of, or
to cancel,  terminate or modify, this Agreement,  the Purchase Agreement, the OS
Debentures or any Applicable Contract;

                  d.  result  in the  imposition  or  creation  of any  material
encumbrance  upon or with respect to any of the material assets owned or used by
OS;

                  e. cause OS to become  subject to, or to become liable for the
payment of, any tax; or

                  f. cause any of the  assets  owned by OS to be  reassessed  or
revalued  by  any  taxing  authority  or  other  governmental  body,  except  in
connection  with the transfer of real estate  pursuant to this  Agreement or the
Contemplated Transactions.

                  iii. OS is not  required to obtain any consent from any Person
in  connection  with  the  execution  and  delivery  of  this  Agreement  or the
consummation or performance of any of the Contemplated Transactions,  other than
the   requisite   approval  of  its  sole   stockholder,   Jehu  Hand  (the  "OS
STOCKHOLDER"), which approval has been obtained.

         (c) CAPITALIZATION.  The entire authorized OS Capital Stock consists of
41,001,000  shares OS  Common  Stock,  of which  1,000  shares  are  issued  and
outstanding  and held by the OS Stockholder  and 41,000,000 of which are held in
escrow  pursuant  to the OS  Escrow  Agreement  (as  defined  below).  With  the
exception  of the OS Common  Stock  Shares and the OS  Debentures,  there are no
other outstanding  equity or debt securities of the Company.  No legend or other
reference to any purported encumbrance appears upon any certificate representing
the OS Common Stock Shares, other than applicable Securities Act legends. The OS
Common Stock Shares have been duly  authorized  and validly issued and are fully
paid  and  non-assessable.  Except  for the OS  Debentures  and  the  agreements
relating thereto set forth in the Purchase  Agreement,  there are no outstanding
options,  voting  agreements  or  arrangements,   warrants,  script,  rights  to
subscribe  to,  registration  rights,  calls  or  commitments  of any  character
whatsoever relating to, or, securities,  rights or obligations  convertible into
or exchangeable for, or giving any Person any right to subscribe for or acquire,
any shares of OS Capital Stock or other securities,  or contracts,  commitments,
understandings,  or  arrangements  by which OS is or may  become  bound to issue
additional  shares of OS Capital  Stock or other  securities,  or  securities or
rights  convertible  or  exchangeable  into shares of OS Capital  Stock or other
securities.  Except as set forth in this Section  4.2(c),  OS has no outstanding

                                       16
<PAGE>

equity,  debt, debt or equity  equivalent  security,  or debt or equity lines of
credit.  None of the outstanding OS Common Stock Shares were issued in violation
of the Securities Act or any other legal  requirement.  OS does not own, and has
no contract to acquire,  any equity securities or other securities of any Person
or any direct or indirect  equity or ownership  interest in any other  business.
The OS Escrow Shares have been duly authorized,  validly issued,  fully paid and
are  nonassessable  pursuant to the escrow  agreement  between OS, HEM,  and the
Escrow Agent (the "OS Escrow  Agreement").  The OS  Underlying  Shares have been
duly  authorized,  and when and if issued  pursuant to the terms of the Purchase
Agreement, will be fully paid and nonassessable.

                  (d)  FINANCIAL  STATEMENTS.  OS has delivered to the Company a
balance  sheet of OS as at October  20,  2003 (the "OS  Balance  Sheet"),  and a
statement of operations for the period from inception to October 20, 2003.  Such
financial  statements  were prepared in accordance  with GAAP,  are set forth in
Schedule  4.2(d)  hereto and fairly  present  the  financial  condition  and the
results of  operations  of OS as at October  20, 2003 of and for the period then
ended.

                  (e) ABSENCE OF MATERIAL ADVERSE CHANGE.  Since the date of the
most recent OS Balance Sheet provided  under Section  4.2(d) hereof,  there have
been no events,  changes or occurrences  which have had or are reasonably likely
to have, individually or in the aggregate, a material adverse effect on OS.

                  (f) BOOKS AND  RECORDS.  The books of account,  minute  books,
stock  record  books,  and  other  records  of OS,  all of which  have been made
available to the Company and  original  copies of which will be delivered to the
Company at the  Post-Closing,  are complete and correct and have been maintained
in accordance  with sound business  practices,  including the  maintenance of an
adequate system of internal  controls.  The minute books of OS contain  accurate
and complete records of all meetings held of, and corporate action taken by, the
stockholders,  the  Board  of  Directors,  and any  committees  of the  Board of
Directors of OS.

                  (g)  NO  UNDISCLOSED   LIABILITIES.   There  are  no  material
liabilities of OS, whether absolute,  accrued,  contingent, or otherwise,  other
than the OS Debentures and as set forth in Schedule 4.2(g).

                  (h)  TITLE  TO  PROPERTIES;  ENCUMBRANCES.  OS  has  good  and
marketable title to all the properties,  interest in such properties and assets,
real and personal,  reflected in the OS Balance Sheet or acquired after the date
of such balance sheet, free and clear of all mortgages,  liens, pledges, charges
or encumbrances  except (i) mortgages and other encumbrances  referred to in the
notes to the OS Balance Sheet. OS neither owns nor leases any real property.


                                       17
<PAGE>

                  (i) LEGAL PROCEEDINGS; ORDERS.

                           i.  Except as set forth in  Schedule  4.2(i)  hereto,
there is no pending Proceeding:

                                    a. that has been  commenced or threatened by
or against OS or any of its officers,  directors, agents or employees as such or
that  otherwise  relates to or may affect the  business of, or any of the assets
owned or used by, OS; or

                                    b.  that  challenges,  or that  may have the
effect of preventing,  delaying,  making illegal, or otherwise interfering with,
any Contemplated Transaction.

                           ii. Except as set forth in Schedule 4.2(i) hereto:

                                    a.  there is no Order to which OS, or any of
the assets owned or used by OS, is subject; and

                                    b. no officer,  director, agent, or employee
of OS is subject to any Order that  prohibits  such  offer,  director,  agent or
employee  from  engaging  in or  continuing  any  conduct,  activity or practice
relating to the business of OS.

                  (j)  BROKERS  OR  FINDERS.   OS  has  incurred  no  liability,
contingent or otherwise,  for brokerage or finders' fees or agents'  commissions
or other similar payment in connection with this Agreement.

                  (k) NO DEFAULT OR VIOLATION. Schedule 4.2(k) hereto lists each
contract,  agreement and  commitment  to which OS is a party or otherwise  bound
(each, an "OS Contract") or has any obligation or liability pursuant thereto. OS
(i) is in  compliance  with all terms and  requirements  of each OS Contract and
(ii) is not in violation of any Legal Requirement.

                  (l) TAXES.

                           i. OS has  filed  or  caused  to be filed on a timely
basis all tax  returns  that are or were  required to be filed by it pursuant to
applicable  Legal  Requirements.  OS has paid, or made provision for the payment
of, all taxes that have or may have become due  pursuant to those tax returns or
otherwise,  or pursuant to any assessment  received by OS, except such taxes, if
any, as are listed in Schedule  4.2(l)  hereto and are being  contested  in good
faith as to which adequate reserves have been provided in the OS Balance Sheets.

                  ii. All tax returns filed by OS are true, correct and complete
in all material  respects and no taxes are currently  owed or tax returns due by
or on behalf of OS.

                  (m) ABSENCE OF CERTAIN CHANGES AND EVENTS. Except as set forth
in  Schedule  4.2(m)  hereto,  since the date of the OS  Balance  Sheet,  OS has
conducted  its business only in the Ordinary  Course of Business,  there has not
been any material  adverse effect on OS's business or operations,  and there has
not been any:

                                       18
<PAGE>

                           i. change in the  authorized or issued  capital stock
of OS; grant of any stock option or right to purchase shares of capital stock of
OS; issuance of any security  convertible into such capital stock;  grant of any
registration rights; purchase,  redemption,  retirement, or other acquisition or
payment of any dividend or other distribution or payment in respect of shares of
capital stock;

                           ii. amendment to the Organizational Documents of OS;

                           iii. damage to or destruction or loss of any asset or
property  of OS,  whether or not  covered  by  insurance  or any other  event or
circumstance,   materially  and  adversely  affecting  the  properties,  assets,
business, financial condition, or prospects of OS;

                           iv.  receipt  of notice  that any of its  substantial
customers  have  terminated or intends to terminate  their  relationship,  which
termination  would have a material  adverse  effect on its financial  condition,
results or operations, business assets or properties of OS;

                           v.  entry  into  any  transaction  other  than in the
Ordinary Course of Business;

                           vi. entry into, termination of, or receipt of written
notice  of  termination  of any  (i)  license,  distributorship,  dealer,  sales
representative, joint venture, credit, or similar agreement, or (ii) contract or
transaction;

                           vii. sale,  lease, or other  disposition of any asset
or property of OS or mortgage, pledge, or
imposition of any lien or other encumbrance on any asset or property of OS;

                           viii.    cancellation or waiver of any claims or
rights with a value to OS in excess of $10,000;

                           ix. material change in the accounting methods used by
OS;

                           x.  accrual  or  payment  of any  salaries  or  other
compensation,  increase in  salaries,  compensation  or bonuses or  retention or
hiring of, any consultant or employee;

                           xi. debt or other liability incurred,  other than the
OS Debentures; or

                           xii. agreement,  whether oral or written, by OS to do
any of the foregoing, other than the Purchase Agreement.

                                       19
<PAGE>

                  (n)  COMPLIANCE  WITH LAW.  Except  as set  forth in  Schedule
4.2(n) hereto:

                           i. OS has complied in all material respects with, and
is not in  violation  of, in any  material  respect,  any Law to which it or its
business is subject; and

                           ii.   OS  has   obtained   all   licenses,   permits,
certificates    or    other    governmental     authorizations     (collectively
"Authorizations")  necessary  for  the  ownership  or  use  of  its  assets  and
properties or the conduct of its business; and

                           (iii) OS has not received written notice of violation
of, or knows of any material  violation of, any Laws to which it or its business
is subject or any Authorization necessary for the ownership or use of its assets
and properties or the conduct of its business.


         (o) ENVIRONMENTAL LAWS. OS has not received any notice or claim (and is
not aware of any facts that would form a  reasonable  basis for any  claim),  or
entered into any  negotiations or agreements with any other Person,  and, to the
best  knowledge  of OS,  OS is not  the  subject  of  any  investigation  by any
governmental  or  regulatory  authority,  domestic or  foreign,  relating to any
material  or  potentially  material  liability  or  remedial  action  under  any
Environmental Laws. There are no pending or, to the knowledge of OS, threatened,
actions,  suits or proceedings  against OS or any of its  properties,  assets or
operations  asserting  any such  material  liability  or  seeking  any  material
remedial action in connection with any Environmental Laws.

         (p)  INTELLECTUAL  PROPERTY.  (i) OS owns,  or is validly  licensed  or
otherwise has the right to use, all patents,  and patent rights  ("Patents") and
all trademarks, trade secrets, trademark rights, trade names, trade name rights,
service  marks,   service  mark  rights,   copyrights   and  other   proprietary
intellectual  property rights and computer programs (the "Intellectual  Property
Rights"), in each case, which are material to the conduct of the business of OS.

                  (ii) To the best knowledge of OS, OS has not interfered  with,
infringed upon (without license to infringe),  misappropriated or otherwise come
into conflict with any Patent of any other Person.  OS has not interfered  with,
infringed  upon,  misappropriated  or  otherwise  come  into  conflict  with any
Intellectual  Property  Rights  of any other  Person.  OS has not  received  any
written  charge,   complaint,   claim,   demand  or  notice  alleging  any  such
interference,  infringement,  is appropriation or violation (including any claim
that OS must license or refrain from using any Patents or Intellectual  Property
Rights of any  other  Person)  which has not been  settled  or  otherwise  fully
resolved.  To the best  knowledge  of OS, no other Person has  interfered  with,
infringed upon (without license to infringe),  misappropriated or otherwise come
into conflict with any Patents or Intellectual Property Rights of OS.

         (q) EMPLOYEES. (a) OS has no employees other than Jehu Hand, who is the
President of OS; (b) Jehu Hand has been fully paid for all services  rendered by
him to OS in his capacity as  President  of OS and is owed no further  salary or
compensation in connection  therewith;  (c) OS has complied in all respects with
all applicable Laws respecting  employment and employment  practices,  terms and
conditions of employment,  wages and hours, and OS is not liable for any arrears
of wages or any taxes or penalties for failure to comply with any such Laws; (d)
OS believes that OS's  relations with its employees is  satisfactory;  (e) there

                                       20
<PAGE>

are no controversies pending or, to the best knowledge of OS, threatened between
OS and any of its  employees or former  employees;  (f) OS is not a party to any
collective  bargaining  agreement or other labor union  contract  applicable  to
persons  employed  by OS,  nor,  to the best  knowledge  of OS,  are  there  any
activities or proceedings of any labor union to organize any such employees; (g)
there are no unfair  labor  practice  complaints  pending  against OS before the
National Labor  Relations  Board or any current union  representation  questions
involving  employees of OS; (h) there is no strike,  slowdown,  work stoppage or
lockout  existing,  or,  to the best  knowledge  of OS,  threatened,  by or with
respect to any  employees  of OS; (i) no charges  are  pending  before the Equal
Employment  Opportunity  Commission  or  any  state,  local  or  foreign  agency
responsible for the prevention of unlawful employment  practices with respect to
OS; (j) there are no claims pending against OS before any workers'  compensation
board; (k) OS has not received notice that any Federal,  state, local or foreign
agency  responsible  for the  enforcement of labor or employment laws intends to
conduct an  investigation of or relating to OS and, to the best knowledge of OS,
no  such  investigation  is in  progress;  and  (l)  OS has  no  consultants  or
independent contractors.

         (r) EMPLOYEE BENEFIT PLANS.  There no "employee  pension benefit plans"
(as defined in Section 3(2) of the Employee  Retirement  Income  Security Act of
1974, as amended  ("ERISA")) or "employee  welfare benefit plans" (as defined in
Section 3(1) of ERISA)  maintained,  or contributed to, by OS for the benefit of
any current or any former employees, officers or directors of OS.

         (s) RULE 504  SECURITIES.  The OS Debentures  (which include the Escrow
Shares for the OS Underlying  Shares) were sold in  accordance  with Rule 504 of
Regulation D of the Securities Act of 1933, as amended (the  "Securities  Act"),
and Section  11-51-308 of the Colorado  Securities  Act of the Colorado  Revised
Statutes (the "Colorado Act") and regulation 51-3.13B promulgated thereunder, to
an accredited  investor residing in the State of Colorado.  Accordingly,  at the
Effective  Time and pursuant to Rule 504, the Colorado Act, and Section  3(a)(9)
of the  Securities  Act, the OS  Debentures  (which  include the Company  Escrow
Shares  for  the  Company  Underlying  Shares)  shall  continue  to  be  without
restriction and shall be freely tradable in accordance with Rule 504.

                                    ARTICLE V

                                    COVENANTS

         5.1 COVENANTS OF THE COMPANY AND ACQUISITION.

         (a)  CONDUCT  OF  BUSINESS.  Between  the  date  hereof  and  up to and
including the Post-Closing Date, each of the Company and Acquisition shall:

                                       21
<PAGE>

                           i. conduct its business  only in the Ordinary  Course
of Business;

                           ii.  use  its  commercially   reasonable  efforts  to
preserve   intact  the  current   business   organization  of  the  Company  and
Acquisition,  as the case may be,  keep  available  the  services of the current
officers,  employees and agents of the Company and Acquisition,  as the case may
be,  and  maintain  the  relations  and good  will  with  suppliers,  customers,
landlords, creditors, employees, agents and others having business relationships
with the Company and Acquisition, as the case may be;

                           iii.  not pay,  incur or  declare  any  dividends  or
distributions  with  respect to its  stockholders  or amend its  Certificate  of
Incorporation or By-Laws,  without the prior written consent of the OS Debenture
Holder;

                           iv. not authorize,  issue,  sell,  purchase or redeem
any  shares of its  capital  stock or any  options  or other  rights to  acquire
ownerships  interests  without  the prior  written  consent of the OS  Debenture
Holder except as may be required by pre-existing commitments disclosed herein or
in the Reports;

                           v. not incur any  indebtedness  for money borrowed or
issue any debt  securities,  or incur or suffer to be incurred any  liability or
obligation  of any nature  whatsoever,  except  those  incurred in the  Ordinary
Course of  Business,  or cause or  permit  any  material  lien,  encumbrance  or
security  interest  to be  created  or arise on or in  respect  of any  material
portion of its properties or assets;

                           vi.  not  make any  investment  of a  capital  nature
either by  purchased  stock or  securities,  contribution  to capital,  property
transfer or otherwise, or by the purchase of any property or assets of any other
Person;

                           vii.  not do any  other  act  which  would  cause any
representation  or  warranty of the  Company in this  Agreement  to be or become
untrue  in any  material  respect  or  that  is not in the  Ordinary  Course  of
Business;

                           viii. report  periodically to the OS Debenture Holder
concerning  the status of the  business and  operations  of the Company upon the
reasonable request of the OS Debenture Holder; and

                           ix.  confer with the OS Debenture  Holder  concerning
operational  matters of a material nature upon the reasonable  request of the OS
Debenture Holder.

         (b)  PROPOSALS;  OTHER  OFFERS.  Commencing on the date of execution of
this Agreement up to and including the  Post-Closing  Date,  each of the Company
and Acquisition shall not, directly or indirectly  (whether through an employee,
a representative,  an agent or otherwise), solicit or encourage any inquiries or
proposals,  engage in negotiations for or consent to or enter into any agreement
providing  for  the  acquisition  of  its  business.  Each  of the  Company  and
Acquisition  shall not, directly or indirectly  (whether through an employee,  a
representative,  an agent  or  otherwise)  disclose  any  nonpublic  information
relating to the Company and  Acquisition  or afford  access to any of the books,

                                       22
<PAGE>

records or other  properties  of the  Company and  Acquisition  to any person or
entity that is  considering,  has  considered or is making any such  acquisition
inquiry or proposal relating to the Company's and Acquisition's business.

         (c)  FURTHER  ASSURANCES.  Prior  to the  Post-Closing  Date,  with the
cooperation of OS where  appropriate,  each of the Company and Acquisition shall
use commercially reasonable efforts to:

                           i. promptly comply with all filing requirements which
federal,  state or local law may impose on the  Company or  Acquisition,  as the
case may be, with respect to the  Contemplated  Transactions  by this Agreement;
and

                           ii. take all actions  necessary to be taken, make any
filing and obtain any consent, authorization or
approval of or exemption by any governmental authority, regulatory agency or any
other third party (including without  limitation,  any landlord or lessor of the
Company and any party to whom  notification  is required to be delivered or from
whom any form of consent is required)  which is required to be filed or obtained
by the Company or Acquisition in connection with the  Contemplated  Transactions
by this Agreement.

         (d)  ACCESS TO  ADDITIONAL  AGREEMENTS  AND  INFORMATION.  Prior to the
Post-Closing  Date, the Company and  Acquisition  shall make available to the OS
Debenture Holder (as well as its counsel, accountants and other representatives)
any and all agreements,  contracts,  documents,  other instruments and personnel
material  to  the  Company's  business,   including  without  limitation,  those
contracts to which the Company or Acquisition is a party and those by which each
of its business or any of the Company's or Acquisition's assets are bound.

         5.2 COVENANTS OF OS.

         (a)  CONDUCT  OF  BUSINESS.  Between  the  date  hereof  and  up to and
including the Post-Closing Date, OS shall:

                  i.  conduct  its  business  only  in the  Ordinary  Course  of
Business;

                  ii. use its commercially reasonable efforts to preserve intact
the current  business  organization  of OS, keep  available  the services of the
current  officers,  employees  and agents of OS, and maintain the  relations and
good will with suppliers, customers, landlords, creditors, employees, agents and
others having business relationships with OS;

                                       23
<PAGE>

                  iii. not pay, incur or declare any dividends or  distributions
with respect to its  stockholders or amend its Certificate of  Incorporation  or
By-Laws,  without the prior  written  consent of the  Company  and OS  Debenture
Holder;

                  iv. not authorize,  issue, sell, purchase or redeem any shares
of its  capital  stock or any  options  or other  rights to  acquire  ownerships
interests  without the prior  written  consent of the  Company and OS  Debenture
Holder;

                  v. not incur any  indebtedness for money borrowed or issue and
debt  securities,  or incur or suffer to be incurred any liability or obligation
of any nature whatsoever,  or cause or permit any material lien,  encumbrance or
security  interest  to be  created  or arise on or in  respect  of any  material
portion of its properties or assets;

                  vi.  not make any  investment  of a capital  nature  either by
purchased  stock or securities,  contribution to capital,  property  transfer or
otherwise, or by the purchase of any property or assets of any other Person;

                  vii. not do any other act which would cause  representation or
warranty of OS in this Agreement to be or become untrue in any material  respect
or that is not in the Ordinary Course of Business consistent with past practice;

                  viii. report  periodically to the Company and the OS Debenture
Holder concerning the status of the business and operations of OS; and

                  ix.  confer  with  the  Company  and the OS  Debenture  Holder
concerning operational matters of a material nature.

         (b)  PROPOSALS;  OTHER  OFFERS.  Commencing on the date of execution of
this  Agreement  through  the  Post-Closing  Date,  OS shall  not,  directly  or
indirectly  (whether  through  an  employee,  a  representative,   an  agent  or
otherwise),   solicit  or  encourage  any  inquiries  or  proposals,  engage  in
negotiations  for or consent to or enter into any  agreement  providing  for the
acquisition  of its  business.  OS shall not,  directly or  indirectly  (whether
through an  employee,  a  representative,  an agent or  otherwise)  disclose any
nonpublic  information  relating  to OS or afford  access  to any of the  books,
records or other  properties of OS to any person or entity that is  considering,
has considered or is making any such acquisition inquiry or proposal relating to
the OS's business.

         (c)  FURTHER  ASSURANCES.  Prior  to the  Post-Closing  Date,  with the
cooperation of the Company where appropriate, OS shall:

                  i. promptly comply with all filing requirements which federal,
state  or  local  law  may  impose  on  OS  with  respect  to  the  Contemplated
Transactions  by this  Agreement  and cooperate  with the Company  regarding the
same; and

                  ii. take all actions  necessary  to be taken,  make any filing
and obtain  any  consent,  authorization  or  approval  of or  exemption  by any
governmental  authority,  regulatory  agency or any other third party (including
without  limitation,  any  landlord  or  lessor  of OS and  any  party  to  whom
notification  is  required to be  delivered  or from whom any form of consent is
required) which is required to be filed or obtained by OS in connection with the
Contemplated Transactions by this Agreement.

                                       24
<PAGE>

         (d) ACTIONS BY OS. OS shall take no action or enter into any agreements
or arrangements except as may be required by this Agreement.

         (e) NO CHANGE IN CAPITAL STOCK.  Prior to the Effective Time, no change
will be made in the authorized,  issued or outstanding  capital stock of OS, and
no subscriptions,  options, rights,  warrants,  calls, commitments or agreements
relating to the  authorized,  issued or outstanding  capital stock of OS will be
entered into, issued, granted or created.

         (f)  ACCESS TO  ADDITIONAL  AGREEMENTS  AND  INFORMATION.  Prior to the
Post-Closing  Date,  OS shall make  available  to the Company  and OS  Debenture
Holder (as well as its counsel,  accountants and other  representatives) any and
all agreements,  contracts,  documents, other instruments and personnel material
of OS's business, including without limitation, those contracts to which OS is a
party and those by which its business or any of OS's assets are bound.

         (g)  FURTHER  ASSURANCES.  Prior  to the  Post-Closing  Date,  with the
cooperation  of  the  Company  where  appropriate,  OS  shall  use  commercially
reasonable efforts to:

                  i. promptly comply with all filing requirements which federal,
state  or  local  law  may  impose  on  OS  with  respect  to  the  Contemplated
Transactions by this Agreement; and

                  ii. take all actions  necessary  to be taken,  make any filing
and obtain  any  consent,  authorization  or  approval  of or  exemption  by any
governmental  authority,  regulatory  agency or any other third party (including
without  limitation,  any  landlord  or  lessor  of OS and  any  party  to  whom
notification  is  required to be  delivered  or from whom any form of consent is
required) which is required to be filed or obtained by OS in connection with the
Contemplated Transactions by this Agreement.


         5.3 GOVERNMENTAL FILINGS AND CONSENTS. The Company,  Acquisition and OS
shall cooperate with one another in filing any necessary  applications,  reports
or other  documents  with any federal or state  agencies,  authorities or bodies
having jurisdiction with respect to the business of the Company,  Acquisition or
OS and in seeking  any  necessary  approval,  consultation  or prompt  favorable
action of, with or by any of such agencies, authorities or bodies.

         5.4 PUBLICITY.  Any public  announcement  or press release  relating to
this  Agreement  or the  Contemplated  Transactions  must be  approved by the OS
Debenture  Holder and the Company in writing before being made or released.  The
Company shall have the right to issue a press  release or make other  disclosure
without  the OS  Debenture  Holder's  written  approval if in the opinion of the
Company's  counsel  such a release  is  necessary  to comply  with SEC Rules and
Regulations or other Law; PROVIDED THAT, the OS Debenture Holder receives a copy
of such prepared  press release or other  disclosures  for purposes of review at
least 24 hours  before it is issued.  This 24 hour period may be shortened if in
the opinion of the Company's  counsel it is required by Law;  PROVIDED THAT, the
OS Debenture  Holder and the Company  receives a copy of such release as long as
reasonably practical before it is issued.

                                       25
<PAGE>

         5.5 TAX  RETURNS.  The current  officers of the Company  shall have the
right to prepare any tax returns of the Company  with respect to any period that
ends on or before the Post-Closing  Date. Such tax returns shall be timely filed
by the Company. OS shall cooperate with said officers in the preparation of such
tax returns.

                                   ARTICLE VI

                                   CONDITIONS

         6.1 CONDITIONS TO OBLIGATIONS OF OS. The obligation of OS to consummate
the  Contemplated  Transactions  is  subject to the  fulfillment  of each of the
following conditions, any of which may be waived by OS in its sole discretion:

         (a) COPIES OF RESOLUTIONS.  At the  Post-Closing  (i) the Company shall
have  furnished OS with a certificate  of its CEO or President,  as the case may
be, in the form of EXHIBIT  6.1(A)  annexed  hereto,  certifying  that  attached
thereto are copies of resolutions  duly adopted by the board of directors of the
Company  authorizing  the execution,  delivery and performance of this Agreement
and all other  necessary  or proper  corporate  action to enable the  Company to
comply  with  the  terms  of this  Agreement  and (ii)  Acquisition  shall  have
furnished OS with a certificate of its CEO or President,  as the case may be, in
the form of EXHIBIT 6.1(E) annexed hereto,  certifying that attached thereto are
copies of  resolutions  duly adopted by the board of  directors  of  Acquisition
authorizing  the execution,  delivery and  performance of this Agreement and all
other necessary or proper corporate action to enable  Acquisition to comply with
the terms of this Agreement.

         (b) OPINION OF COMPANY'S  COUNSEL.  The Company shall have furnished to
OS,  at the  Post-Closing,  an  opinion  of its legal  counsel,  dated as of the
Post-Closing Date, substantially in the form of EXHIBIT 6.1(B) annexed hereto.

         (c) OPINION OF COMPANY'S SPECIAL SECURITIES COUNSEL.  The Company shall
have  furnished  to OS, at the  Post-Closing,  with an  opinion  of the  special
securities  counsel  to  the  Company,   dated  as  of  the  Post-Closing  Date,
substantially in the form of EXHIBIT 6.1(C) annexed hereto.

         (d)  INSTRUCTION  LETTER TO  TRANSFER  AGENT.  The  Company  shall have
furnished  OS, at the  Post-Closing,  with a letter to its  transfer  agent,  to
accept  the  legal  opinion  set  forth  in  Section  6.1(c),  dated  as of  the
Post-Closing Date, substantially in the form of EXHIBIT 6.1(D) annexed hereto.

         (e)  ACCURACY  OF  REPRESENTATIONS   AND  WARRANTIES;   PERFORMANCE  OF
COVENANTS.  Each  of the  representations  and  warranties  of the  Company  and
Acquisition  set forth in this  Agreement was true,  correct and complete in all
material  respects when made (except for  representations  and  warranties  that
speak as of a specific date, which representations and warranties shall be true,
correct and complete in all material respects as of such date) and shall also be
true,  correct  and  complete  in  all  material  respects  at  and  as  of  the
Post-Closing Date (except for  representations and warranties that speak as of a
specific date, which  representations  and warranties shall be true, correct and
complete in all  material  respects  as of such  date),  with the same force and
effect as if made at and as of the  Post-Closing  Date.  The Company  shall have
performed  and  complied  in all  material  respects  with  all  agreements  and
covenants  required  by  this  Agreement  to be  performed  by the  Company  and
Acquisition at or prior to the Post-Closing Date.

                                       26
<PAGE>

         (f) DELIVERY OF CERTIFICATE. (A) The Company shall have delivered to OS
a  certificate,  in the  form  of  EXHIBIT  6.1(F)  annexed  hereto,  dated  the
Post-Closing  Date, and signed by the CEO or President of the Company  affirming
that the representations and warranties as set forth in Section 4.1 were and are
true,  correct and  complete as required by Section  6.1(e) and (B)  Acquisition
shall have delivered to OS a certificate,  in the form of EXHIBIT 6.1(H) annexed
hereto,  dated the  Post-Closing  Date,  and signed by the CEO or  President  of
Acquisition  affirming that the  representations  and warranties as set forth in
Section  4.1 were and are true,  correct  and  complete  as  required by Section
6.1(e).

         (g) CONSENTS AND WAIVERS.  At the  Post-Closing,  any and all necessary
consents,  authorizations,  orders or approvals shall have been obtained, except
as the same shall have been waived by the OS Debenture Holder.

         (h) LITIGATION.  On the Post-Closing  Date, there shall be no effective
injunction,  writ or  preliminary  restraining  order  or any  order of any kind
whatsoever with respect to the Company issued by a court or governmental  agency
(or other  governmental  or  regulatory  authority)  of  competent  jurisdiction
restraining or prohibiting the consummation of the Contemplated  Transactions or
making  consummation  thereof unduly  burdensome to OS. On the Post-Closing Date
and  immediately  prior to  consummation of the  Contemplated  Transactions,  no
proceeding  or  lawsuit  shall  have been  commenced,  be  pending  or have been
threatened by any  governmental  or regulatory  agency or authority or any other
Person   restraining  or  prohibiting  the   consummation  of  the  Contemplated
Transactions.

         (i)  DELIVERY  OF  DOCUMENTS  AND  OTHER  INFORMATION.   Prior  to  the
Post-Closing  Date,  the Company and  Acquisition  shall have made  available or
delivered  to  OS  all  of  the  agreements,   contracts,  documents  and  other
instruments requested by OS.

         6.2  CONDITIONS  TO  OBLIGATIONS  OF THE COMPANY AND  ACQUISITION.  The
obligations  of the Company  and  Acquisition  to  consummate  the  Contemplated
Transactions are subject to the fulfillment of each of the following conditions,
any of which  may be  waived  by the  Company  and  Acquisition,  in their  sole
discretion:

         (a) COPIES OF RESOLUTIONS. At the Post-Closing, OS shall have furnished
the Company with a certificate of its  President,  in the form of EXHIBIT 6.2(A)
annexed hereto,  certifying that attached thereto are copies of resolutions duly
adopted by the board of directors of OS authorizing the execution,  delivery and
performance  of the terms of this  Agreement  and all other  necessary or proper
corporate action to enable OS to comply with the terms of this Agreement.

                                       27
<PAGE>

         (b) OPINION OF OS'S COUNSEL. OS shall have furnished to the Company, at
the Post-Closing, with an opinion of counsel to OS, dated as of the Post-Closing
Date, substantially in the form of EXHIBIT 6.2(B) annexed hereto.

         (c) OPINION OF OS'S SPECIAL SECURITIES COUNSEL. OS shall have furnished
to the  Company,  at the  Closing,  with an  opinion of the  special  securities
counsel to OS dated as of the  Post-Closing  Date,  substantially in the form of
EXHIBIT 6.2(C) annexed hereto.

         (d)  ACCURACY  OF  REPRESENTATIONS   AND  WARRANTIES;   PERFORMANCE  OF
COVENANTS.  Each of the  representations  and warranties of OS was true, correct
and complete in all material respects when made (except for  representations and
warranties  that  speak  as  of  a  specific  date,  which  representations  and
warranties  shall be true,  correct and complete in all material  respects as of
such date) and shall also be true, correct and complete in all material respects
at and as of the Post-Closing  Date (except for  representations  and warranties
that speak as of a specific date, which  representations and warranties shall be
true,  correct and complete in all material  respects as of such date), with the
same force and effect as if made at and as of the  Post-Closing  Date.  OS shall
have  performed and complied in all material  respects with all  agreements  and
covenants  required by this  Agreement  to be performed by OS at or prior to the
Post-Closing Date.

         (e) DELIVERY OF  CERTIFICATE.  OS shall have delivered to the Company a
certificate,   in  the  form  of  EXHIBIT  6.2(E)  annexed  hereto,   dated  the
Post-Closing  Date and signed by the CEO or President of OS,  affirming that the
representations  and  warranties  of OS as set forth in Section 4.2 were and are
true, correct and complete and OS's agreements and covenants have been performed
as required by Section 6.2(d).

         (f)  COMPLIANCE  WITH RULE 504. In connection  with the issuance of the
Securities by OS under the Purchase  Agreement,  on or prior to the Post-Closing
Date OS  shall  be in full  compliance  with  Rule  504 of  Regulation  D of the
Securities  Act of 1933, as amended,  and OS shall have delivered to the Company
at the Post-Closing a filed copy of the Form D required to be filed with the SEC
in connection therewith.

         (g) CONSENTS AND WAIVERS. On or prior to the Post-Closing Date, any and
all  necessary  consents,  authorizations,  orders or approvals  shall have been
obtained, except as the same shall have been waived by the Company.

         (h) LITIGATION.  On the Post-Closing  Date, there shall be no effective
injunction,  writ or  preliminary  restraining  order  or any  order of any kind
whatsoever with respect to OS issued by a court or governmental agency (or other
governmental or regulatory authority) of competent  jurisdiction  restraining or
prohibiting  the  consummation  of the  Contemplated  Transactions or making the
consummation thereof unduly burdensome to the Company or OS. On the Post-Closing
Date,  no  proceeding  or lawsuit  shall have been  commenced,  threatened or be
pending or by any  governmental  or regulatory  agency or authority or any other
person with respect to the Contemplated Transactions.

                                       28
<PAGE>

         (i)  DELIVERY  OF  DOCUMENTS  AND  OTHER  INFORMATION.   Prior  to  the
Post-Closing  Date, OS shall have made available or delivered to the Company all
of the agreements,  contracts,  documents and other  instruments  required to be
delivered pursuant to the provisions of this Agreement.

                                   ARTICLE VII

                                   TERMINATION

         7.1 TERMINATION BY MUTUAL  AGREEMENT.  This Agreement may be terminated
at any time by mutual consent of the parties hereto,  provided that such consent
to terminate is in writing and is signed by each of the parties hereto.

         7.2  TERMINATION  FOR  FAILURE  TO  CLOSE.   This  Agreement  shall  be
automatically  terminated if the Closing shall not have occurred within ten (10)
days of the date hereof (except if such 10th day is not a Business Day, then the
next Business Day).

         7.3  TERMINATION  BY OPERATION OF LAW. This Agreement may be terminated
by any party  hereto if there  shall be any  statute,  rule or  regulation  that
renders  consummation  of the  Contemplated  Transactions  illegal or  otherwise
prohibited,  or  a  court  of  competent  jurisdiction  or  any  government  (or
governmental  authority)  shall have issued an order,  decree or ruling,  or has
taken any other  action  restraining,  enjoining or  otherwise  prohibiting  the
consummation of such transactions and such order, decree, ruling or other action
shall have become final and nonappealable.

         7.4  TERMINATION FOR FAILURE TO PERFORM  COVENANTS OR CONDITIONS.  This
Agreement may be terminated prior to the Post-Closing Date:

         (a) by OS if: (i) any of the  representations  and  warranties  made in
this  Agreement by the Company or Acquisition  shall not be materially  true and
correct,  when made or at any time  prior to  consummation  of the  Contemplated
Transactions  as if made at and as of such time;  (ii) any of the conditions set
forth in Section 6.1 hereof have not been fulfilled in all material  respects by
the  Post-Closing  Date;  (iii) the Company or Acquisition  shall have failed to
observe or perform any of its material obligations under this Agreement; or (iv)
as otherwise set forth herein; or

         (b) by the Company or  Acquisition  if: (i) any of the  representations
and  warranties of OS or the OS  Stockholder  shall not be  materially  true and
correct  when  made or at any time  prior to  consummation  of the  Contemplated
Transactions  as if made at and as of such time;  (ii) any of the conditions set
forth in Section 6.2 hereof have not been fulfilled in all material  respects by
the  Post-Closing  Date;  (iii) OS or the OS  Stockholder  shall have  failed to
observe or  perform  any of their  material  respective  obligations  under this
Agreement; or (iv) as otherwise set forth herein.

                                       29
<PAGE>

         7.5  EFFECT  OF  TERMINATION  OR  DEFAULT;  REMEDIES.  In the  event of
termination of this Agreement as set forth above, this Agreement shall forthwith
become void and there  shall be no  liability  on the part of any party  hereto,
provided  that such party is a  Non-Defaulting  Party (as  defined  below).  The
foregoing  shall not  relieve  any party from  liability  for  damages  actually
incurred as a result of such  party's  breach of any term or  provision  of this
Agreement.

         7.6 REMEDIES;  SPECIFIC PERFORMANCE.  In the event that any party shall
fail or refuse to consummate  the  Contemplated  Transactions  or if any default
under or beach of any  representation,  warranty,  covenant or condition of this
Agreement on the part of any party (the "Defaulting  Party") shall have occurred
that results in the failure to consummate the Contemplated Transactions, then in
addition to the other remedies provided herein,  the  non-defaulting  party (the
"Non-Defaulting  Party") shall be entitled to seek and obtain money damages from
the  Defaulting  Party,  or may seek to obtain an order of specific  performance
thereof  against the  Defaulting  Party from a court of competent  jurisdiction,
provided that the  Non-Defaulting  Party seeking such  protection  must file its
request with such court within  forty-five  (45) days after it becomes  aware of
the Defaulting  Party's failure,  refusal,  default or breach. In addition,  the
Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court
costs and reasonable  attorneys'  fees incurred in connection with or in pursuit
of enforcing the rights and remedies provided hereunder.

                                  ARTICLE VIII

                            SURVIVAL; INDEMNIFICATION

         8.1 SURVIVAL OF  REPRESENTATIONS  AND  WARRANTIES  OF THE COMPANY.  All
representations  and  warranties  of the Company shall survive the execution and
delivery of this Agreement and the  Post-Closing  hereunder and shall thereafter
survive until the earlier of (i) the fourth anniversary of the Post-Closing Date
and (ii) the date of the OS  Debentures  have been fully  converted or otherwise
cease to be outstanding (the "Conversion  Date") and shall then terminate except
to the extent that notice of the Company's or  Acquisition  liability in respect
of any inaccuracy in or breach of any representation or warranty shall have been
given on or prior to such second anniversary or Conversion Date.

         8.2   SURVIVAL   OF   REPRESENTATIONS   AND   WARRANTIES   OF  OS.  All
representations  and warranties of OS shall terminate upon the Closing except to
the extent  that notice of OS's  liability  in respect of any  inaccuracy  in or
breach of any  representation  or warranty  shall have been given on or prior to
Closing.

         8.3  OBLIGATION  OF THE COMPANY TO  INDEMNIFY.  The  Company  agrees to
indemnify, defend and hold harmless OS (and its directors,  officers, employees,
affiliates,  stockholders,  debenture holders, agents, attorneys, successors and
assigns) from and against all losses, liabilities,  damages, deficiencies, costs
or  expenses  (including  interest,  penalties  and  reasonable  attorneys'  and

                                       30
<PAGE>

consultants'  fees  and  disbursements)  (collectively,  "Losses")  based  upon,
arising  out  of  or  otherwise  in  respect  of  any  (i)   inaccuracy  in  any
representation  or warranty of the Company contained in this Agreement or in the
Schedules  and Exhibits  hereto or (ii) breach by the Company of any covenant or
agreement contained in this Agreement.

         8.4 OBLIGATION OF AND OS TO INDEMNIFY.  OS agrees to indemnify,  defend
and  hold  harmless  the  Company  (and  its  directors,   officers,  employees,
affiliates,  stockholders,  agents, attorneys,  successors and assigns) from and
against any Losses based upon, arising out of or otherwise in respect of any (i)
inaccuracy in any  representation  or warranty of OS contained in this Agreement
or (ii) breach by OS of any covenant or agreement contained in this Agreement.

         8.5 NOTICE AND OPPORTUNITY TO DEFEND. (a) Promptly after receipt by any
Person entitled to indemnity under this Agreement (an "Indemnitee") of notice of
any demand, claim or circumstances which, with the lapse of time, would or might
give rise to a claim or the  commencement  (or threatened  commencement)  of any
action, proceeding or investigation (an "Asserted Liability") that may result in
a Loss,  the Indemnitee  shall give notice thereof (the "Claims  Notice") to any
other party (or parties)  who is or may be obligated to provide  indemnification
pursuant to Section 8.3 or 8.4 (the  "Indemnifying  Party").  The Claims  Notice
shall  describe the Asserted  Liability in reasonable  detail and shall indicate
the amount (estimated, if necessary and to the extent feasible) of the Loss that
has been or may be suffered by the Indemnitee.

         (b) The  Indemnifying  Party may elect to compromise or defend,  at its
own expense and by its own counsel, any Asserted Liability.  If the Indemnifying
Party elects to compromise or defend such Asserted Liability, it shall within 30
days after the date the Claims Notice is given (or sooner,  if the nature of the
Asserted  Liability so requires)  notify the  Indemnitee of its intent to do so,
and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in
the  compromise  of,  or  defense  against,  such  Asserted  Liability.  If  the
Indemnifying  Party elects not to compromise  or defend the Asserted  Liability,
fails to notify the  Indemnitee  of its election as herein  provided or contests
its  obligation  to indemnify  under this  Agreement,  the  Indemnitee  may pay,
compromise  or  defend  such  Asserted  Liability  and all  reasonable  expenses
incurred by the Indemnitee in defending or compromising such Asserted Liability,
all amounts  required to be paid in connection with any such Asserted  Liability
pursuant to the  determination of any court,  governmental or regulatory body or
arbitrator, and amounts required to be paid in connection with any compromise or
settlement  consented to by the Indemnitee,  shall be borne by the  Indemnifying
Party. Except as otherwise provided in the immediately  preceding sentence,  the
Indemnitee  may not settle or  compromise  any claim over the  objection  of the
Indemnifying  Party. In any event, the Indemnitee and the Indemnifying Party may
participate,  at their own expense,  in (but the Indemnitee may not control) the
defense of such Asserted Liability.  If the Indemnifying Party chooses to defend
any claim,  the Indemnitee  shall make available to the  Indemnifying  Party any
books,  records or other  documents  within its control  that are  necessary  or
appropriate for such defense.


                                       31
<PAGE>

                                   ARTICLE IX

                                   DEFINITIONS

         The following  terms,  which are capitalized in this  Agreement,  shall
have the meanings set forth below for the purpose of this Agreement.

         "APPLICABLE  CONTRACT" means any Contract (a) to which the Company is a
party and under which the Company has or may acquire any  material  rights,  (b)
under  which  the  Company  or OS, as the case may be, is a party and has or may
become subject to any material  obligation or material liability or (c) by which
the Company or OS, as the case may be, or any of the  material  assets  owned or
used by it is or may become bound.

         "CONTEMPLATED  TRANSACTIONS" means all of the transactions contemplated
by this Agreement, including, without limitation:

         (1)      the Merger; and

         (2)      the performance by the parties of their  respective  covenants
                  and obligations under this Agreement.

         "ENVIRONMENTAL  LAWS" means all  applicable  federal,  state,  local or
foreign  laws,  rules and  regulations,  orders,  decrees,  judgments,  permits,
filings and licenses  relating (i) to protection and clean-up of the environment
and activities or conditions  related  thereto,  including those relating to the
generation,   handling,   disposal,   transportation  or  release  of  hazardous
substances  and  (ii)  the  health  or  safety  of  employees  in the  workplace
environment, all as amended from time to time, and shall also include any common
law theory based on nuisance, trespass, negligence or other tortious conduct.

         "ERISA" means the Employee  Retirement  Income  Security Act of 1974 or
any successor law, and  regulations and rules issued pursuant to such law or any
successor law.

         "GAAP" means  generally  accepted  accounting  principles in the United
States, applied on a consistent basis.

         "LAW"  means  all  applicable  laws,   statutes,   ordinances,   rules,
regulations, orders, writs, injunctions,  judgments or decrees entered, enacted,
promulgated, enforced or issued by any court or other governmental or regulatory
authority, domestic or foreign.

         "LEGAL  REQUIREMENT"  means  any  federal,   state,  local,  municipal,
foreign,  international,  multinational or other  administrative law, ordinance,
principle of common law, regulation, statute, treaty, court or arbitrator.

         "MATERIAL  ADVERSE  EFFECT"  means a material  adverse  effect upon the
business or financial  condition of the Company (when used in Section 4.1) or OS
(when used in Section 4.2), taken as a whole with any subsidiaries.

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<PAGE>

         "ORDER" means any award, decision, injunction, judgment, order, ruling,
subpoena  or  verdict   entered,   issued,   made  or  rendered  by  any  court,
administrative agency or other governmental body or by any arbitrator.

         "ORDINARY COURSE OF BUSINESS" means an action taken by a Person where:

         (1) such action is  consistent  with the past  practices of such Person
and is taken in the ordinary course of the normal day-to-day  operations of such
Person;

         (2) such  action  is not  required  to be  authorized  by the  board of
directors  of such  Person  (or by any  Person  or group of  Persons  exercising
similar authority); and

         (3)  such  action  is  similar  in  nature  and  magnitude  to  actions
customarily  taken,  without any  authorization by the board of directors (or by
any Person or group of Persons  exercising similar  authority),  in the ordinary
course of the normal day-to-day operations of other Persons that are in the same
line of business as such Person.

         "ORGANIZATIONAL   DOCUMENTS"  means  the  articles  or  certificate  of
incorporation and the by-laws of a corporation and any amendment thereto.

         "PERSON" means any  individual,  corporation  (including any non-profit
corporation),  general or limited partnership,  limited liability company, joint
venture, estate, trust, association,  organization,  labor union or other entity
or governmental body.

         "PROCEEDING"   means   any   action,   arbitration,   audit,   hearing,
investigation,  litigation or suit  (whether  civil,  criminal,  administrative,
investigative or informal) commenced,  brought, conducted or heard by or before,
or otherwise involving, any governmental body or arbitrator.

         "SEC" means the United States Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

                                    ARTICLE X

                                  MISCELLANEOUS

         10.1 FEES AND EXPENSES. Except as otherwise provided in this Agreement,
each  party  hereto  will bear its own  legal,  accounting  and  other  fees and
expenses incident to the Contemplated Transactions herein. Any fees and expenses
required to be paid by any party  hereunder  shall be limited to reasonable  and
necessary fees and expenses

         10.2 MODIFICATION, AMENDMENTS AND WAIVER. The parties hereto may amend,
modify or otherwise  waive any  provision of this  Agreement by mutual  consent,
provided  that such  consent  and any  amendment,  modification  or waiver is in
writing and is signed by each of the parties hereto.

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<PAGE>

         10.3 ASSIGNMENT. Neither the Company nor OS shall have the authority to
assign its  respective  rights or obligations  under this Agreement  without the
prior written consent of the OS Debenture Holder.

         10.4  SUCCESSORS.  This  Agreement  shall be binding  upon and,  to the
extent  permitted in this  Agreement,  shall inure to the benefit of the parties
and their respective successors and permitted assigns.

         10.5 ENTIRE AGREEMENT.  This Agreement and the exhibits,  schedules and
other  documents  referred  to herein  contain  the entire  agreement  among the
parties hereto with respect to the  Contemplated  Transactions and supersede all
prior agreements with respect thereto, whether written or oral.

         10.6  GOVERNING  LAW. This  Agreement and the exhibits  hereto shall be
governed by and construed in accordance  with the laws of the State of New York,
without giving effect to principles of conflicts or choice of laws thereof.  Any
action to enforce the terms of this  Agreement or any of its  exhibits  shall be
brought  exclusively in the state and/or  federal courts  situated in the County
and State of New York.  Service  of  process  in any  action by either  party to
enforce the terms of this Agreement may be made by serving a copy of the summons
and  complaint,  in  addition to any other  relevant  documents,  by  commercial
overnight  courier to the other party at its principal address set forth in this
Agreement.

         10.7 NOTICES. Any notice, request,  demand, waiver, consent,  approval,
or other  communication  which is required or permitted to be given to any party
hereunder shall be in writing and shall be deemed given only if delivered to the
party personally or sent to the party by facsimile upon electronic  confirmation
of receipt (promptly  followed by a hard-copy  delivered in accordance with this
Section 10.7) or three days after being mailed by  registered or certified  mail
(return receipt requested),  with postage and registration or certification fees
thereon prepaid, or if sent by nationally  recognized overnight courier, one day
after being mailed, addressed to the party at its address set forth below:


                  If to OS prior to
                  Post-Closing:             Orange Soda, Inc.
                                            24351 Pasto Road, Suite B
                                            Dana Point, CA 92629
                                            Attn: Jehu Hand, President
                                            Tel:   (949) 489-2400
                                            Fax:  (949) 489-0034

                  If to OS after            Orange Soda, Inc.
                  Post-Closing:             c/o Reality Wireless Networks, Inc.
                                            120 West Campbell, Suite E
                                            Campbell, California 95008
                                            Attn:  Chief Executive Officer
                                            Tel:
                                            Fax:

                                       34
<PAGE>

                  with copies to:           The Otto Law Group, PLLC
                                            900 4th Ave., Suite 3140
                                            Seattle, Washington 98164
                                            Attn.: Michael F. Johnson
                                            Tel: (206) 262-9545
                                            Fax:  (206) 262-9513

                  If to Acquisition:        RWNT Acquisition, Inc.
                                            c/o Reality Wireless Networks, Inc.
                                            120 West Campbell, Suite E
                                            Campbell, California 95008
                                            Attn:  Chief Executive Officer
                                            Tel:  (408) 626-1730
                                            Fax:  (408) 626-8070

                  with copies to:           The Otto Law Group, PLLC
                                            900 4th Ave., Suite 3140
                                            Seattle, Washington 98164
                                            Attn.: Michael F. Johnson
                                            Tel: (206) 262-9545
                                            Fax:  (206) 262-9513

                  If to the Company:        Reality Wireless Networks, Inc.
                                            120 West Campbell, Suite E
                                            Campbell, California 95008
                                            Attn: Chief Executive Officer
                                            Tel:  (408) 626-1730
                                            Fax:  (408) 626-8070

                  with copies to:           The Otto Law Group, PLLC
                                            900 4th Ave., Suite 3140
                                            Seattle, Washington 98164
                                            Attn.: Michael F. Johnson
                                            Tel: (206) 262-9545
                                            Fax:  (206) 262-9513

or to such other  persons or  addresses as may be  designated  in writing by the
party to receive  such  notice.  If mailed as  aforesaid,  the day of mailing or
transmission  shall be the date any such  notice  shall be  deemed  to have been
delivered.


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<PAGE>

         10.8  COUNTERPARTS.  This  Agreement  may be  executed  in two or  more
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
constitute  but one  agreement.  In the event that any signature is delivered by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of the  party  executing  (or on  whose  behalf  such  signature  is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

         10.9 RIGHTS  CUMULATIVE.  All rights,  powers and privileges  conferred
hereunder upon the parties,  unless otherwise provided,  shall be cumulative and
shall not be  restricted  to those given by law.  Failure to exercise  any power
given any party hereunder or to insist upon strict compliance by any other party
shall not  constitute a waiver of any party's  right to demand exact  compliance
with any of the terms or provisions hereof.

         10.10  SEVERABILITY  OF  PROVISIONS.  The  provisions of this Agreement
shall be considered  severable in the event that any of such provisions are held
by  a  court  of  competent  jurisdiction  to  be  invalid,  void  or  otherwise
unenforceable. Such invalid, void or otherwise unenforceable provisions shall be
automatically  replaced by other  provisions which are valid and enforceable and
which are as similar as possible in term and intent to those  provisions  deemed
to be invalid,  void or otherwise  unenforceable  and the  remaining  provisions
hereof shall remain enforceable to the fullest extent permitted by law.

         10.11 HEADINGS.  The headings set forth in the articles and sections of
this  Agreement  and in the exhibits and the  schedules  to this  Agreement  are
inserted for convenience of reference only and shall not be deemed to constitute
a part hereof.

                            [SIGNATURE PAGE FOLLOWS]


                                       36
<PAGE>



         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement or
have caused this  Agreement  to be executed  and  delivered on the date and year
first above written.


                                   REALITY WIRELESS NETWORKS, INC.


                                   By:
                                        -----------------------------------
                                        Victor Romero,
                                        President


                                   ORANGE SODA, INC.



                                   By:
                                      -------------------------------------
                                        Jehu Hand, President and
                                        Chief Executive Officer

                                   RWNT ACQUISITION, INC.


                                   By:
                                        -----------------------------------
                                        Victor Romero
                                        President

                                       37