EXHIBIT K-2A

                                     NOTE C1


$140,000.00                                                     October 27, 2003

      FOR VALUE RECEIVED, the undersigned,  HEM Mutual Assurance LLC, a Colorado
limited  liability  company  ("Maker"),  promises to pay to the order of Reality
Wireless Networks, Inc., a Nevada corporation (the "Company"),  at its principal
office, or at such other place as may be designated in writing by the holders of
this  Promissory  Note ("Note  C1"),  the  principal  sum of ONE  HUNDRED  FORTY
THOUSAND AND 00/100 DOLLARS ($140,000.00) (the "Principal Sum"), which Principal
Sum shall not accrue any interest, pursuant to the terms of this Note C1.

      This  Note C1 is issued  pursuant  to and is  subject  to the terms of the
Convertible  Debenture  Purchase  Agreement (the "Purchase  Agreement")  between
Maker  and  Orange  Soda,  Inc.,  a  Delaware  corporation  and a  wholly  owned
subsidiary  of the Company of even date  herewith.  All defined terms herein not
otherwise  defined  herein  shall  have the  meanings  given  such  terms in the
Purchase Agreement.

      Notwithstanding  anything  contained herein, in the Debentures,  or in the
Purchase  Agreement  to the  contrary,  the First  Debenture C1 shall not accrue
interest,  shall not be convertible and shall not be subject to repayment by the
Company at its maturity, and this Note C1 shall not be due and payable and shall
not be deemed part of the  "Purchase  Price" for purposes of Section 4.25 of the
Purchase Agreement, unless and until:

                  (i) the Maker  elects  that this Note C1 shall  become due and
            payable; and

                  (ii) the number of Escrow Shares for the  aggregate  principal
            amount of the Debentures then  outstanding and First Debenture C1 is
            at least 200% of the number of shares of Common Stock of the Company
            that  would be  needed to  satisfy  full  conversion  of all of such
            unconverted Debentures,

            provided,  however,  that  if  subparagraph  (i)  is  satisfied  and
            subparagraph  (ii) is not  satisfied,  the Company shall increase in
            accordance with and subject to the provisions of Section 4.14 of the
            Purchase  Agreement the number of Escrow Shares to cover 200% of the
            number of shares of Common Stock of the Company that would be needed
            to  satisfy  full  conversion  of all of such  Debenture;  provided,
            further, that, notwithstanding the foregoing, the First Debenture C1
            shall not accrue interest, shall not be convertible and shall not be
            subject to repayment by the Company, at its maturity,  and this Note
            C1 shall not be deemed part of the "Purchase  Price" for purposes of
            Section 4.25 of the Purchase  Agreement,  unless and until this Note
            C1 is paid in full by the Maker or its successors and assigns.

                                     K 2a-1

<PAGE>

      If this  Note C1 has not been  paid in full by the  Maker  to the  Company
(whether  or not it is  otherwise  then due or  payable  by its  terms)  (i) any
payments from the Company to the Maker pursuant to Sections 4.19 and 4.33 of the
Purchase  Agreement  will be offset by the principal  amount of this Note C1 and
(ii) "Debentures" shall specifically refer to First Debenture A, First Debenture
B, First Debenture C1, First Debenture C2, First Debenture C3, First Debenture D
and the Second Debenture in Sections 4.19 and 4.33 of the Purchase Agreement.

      Upon payment of this Note C1 in full in cash or by wire  transfer of legal
tender in the United States,  the Escrow Agent shall deliver the First Debenture
C1 to Maker and the Fixed Conversion Price with respect to the First Debenture C
shall be one hundred fifty percent (150%) of the Initial Fixed  Conversion Price
(as defined in First  Debenture  A). Upon the earlier of payment of this Note C1
or automatic  expiration of this Note C1, the Company shall deliver this Note C1
to Maker.  Upon  automatic  expiration  of this Note C1, the Escrow  Agent shall
return to the Company the First Debenture C1.

      Notwithstanding  anything  to  the  contrary  contained  herein  or in the
Purchase  Agreement  or the other  Transaction  Documents,  this Note C1 and all
payments due hereunder  shall  automatically  expire,  be of no further force or
effect and shall become null and void after five (5) years from the date hereof.

      If this Note C1 becomes  due or payable  on a  Saturday,  Sunday or public
holiday  under the laws of the State of New York,  the due date hereof  shall be
extended to the next succeeding business day.

      This Note C1 may not be modified orally, and shall be governed,  construed
and  interpreted  under  the  internal  laws of the  State of New  York  without
reference to principles of conflicts or choice of law.

      Any  action  to  enforce  the  terms  of the  Note  C1  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 the  Company to enforce  the
terms of the Note C 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 Maker at its principal address set forth in the Purchase Agreement.

                            [SIGNATURE PAGE FOLLOWS]

                                      K2a-2
<PAGE>

IN WITNESS WHEREOF, this instrument is executed as of the date first hereinabove
set forth.

                                               HEM Mutual Assurance LLC

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

ACCEPTED AND AGREED TO:

Reality Wireless Networks, Inc.

By:
   -------------------------
       Steve Careaga, CEO

                                     K 2b-3

<PAGE>

                                  EXHIBIT K-2B

                                     NOTE C2


$100,000.00                                                    October 27, 2003

      FOR VALUE RECEIVED, the undersigned,  HEM Mutual Assurance LLC, a Colorado
limited  liability  company  ("Maker"),  promises to pay to the order of Reality
Wireless Networks, Inc., a Nevada corporation (the "Company"),  at its principal
office, or at such other place as may be designated in writing by the holders of
this Promissory Note ("Note C2"), the principal sum of ONE HUNDRED  THOUSAND AND
00/100 DOLLARS  ($100,000.00)  (the "Principal Sum"),  which Principal Sum shall
not accrue any interest, pursuant to the terms of this Note C2.

      This  Note C2 is issued  pursuant  to and is  subject  to the terms of the
Convertible  Debenture  Purchase  Agreement (the "Purchase  Agreement")  between
Maker  and  Orange  Soda,  Inc.,  a  Delaware  corporation  and a  wholly  owned
subsidiary  of the Company of even date  herewith.  All defined terms herein not
otherwise  defined  herein  shall  have the  meanings  given  such  terms in the
Purchase Agreement.

      Notwithstanding  anything  contained herein, in the Debentures,  or in the
Purchase  Agreement  to the  contrary,  the First  Debenture C2 shall not accrue
interest,  shall not be convertible and shall not be subject to repayment by the
Company at its maturity, and this Note C2 shall not be due and payable and shall
not be deemed part of the  "Purchase  Price" for purposes of Section 4.25 of the
Purchase Agreement, unless and until:

                  (i) the Maker  elects  that this Note C2 shall  become due and
            payable; and

                  (ii) the number of Escrow Shares for the  aggregate  principal
            amount of the Debentures then  outstanding and First Debenture C2 is
            at least 200% of the number of shares of Common Stock of the Company
            that  would be  needed to  satisfy  full  conversion  of all of such
            unconverted Debentures,

            provided,  however,  that  if  subparagraph  (i)  is  satisfied  and
            subparagraph  (ii) is not  satisfied,  the Company shall increase in
            accordance with and subject to the provisions of Section 4.14 of the
            Purchase  Agreement the number of Escrow Shares to cover 200% of the
            number of shares of Common Stock of the Company that would be needed
            to  satisfy  full  conversion  of all of such  Debenture;  provided,
            further, that, notwithstanding the foregoing, the First Debenture C2
            shall not accrue interest, shall not be convertible and shall not be
            subject to repayment by the Company, at its maturity,  and this Note
            C2 shall not be deemed part of the "Purchase  Price" for purposes of
            Section 4.25 of the Purchase  Agreement,  unless and until this Note
            C2 is paid in full by the Maker or its successors and assigns.

                                      K2b-1
<PAGE>

      If this  Note C2 has not been  paid in full by the  Maker  to the  Company
(whether  or not it is  otherwise  then due or  payable  by its  terms)  (i) any
payments from the Company to the Maker pursuant to Sections 4.19 and 4.33 of the
Purchase  Agreement  will be offset by the principal  amount of this Note C2 and
(ii) "Debentures" shall specifically refer to First Debenture A, First Debenture
B, First Debenture C1, First Debenture C2, First Debenture C3, First Debenture D
and the Second Debenture in Sections 4.19 and 4.33 of the Purchase Agreement.

      Upon payment of this Note C2 in full in cash or by wire  transfer of legal
tender in the United States,  the Escrow Agent shall deliver the First Debenture
C2 to Maker and the Fixed Conversion Price with respect to the First Debenture C
shall be one hundred fifty percent (150%) of the Initial Fixed  Conversion Price
(as defined in First  Debenture  A). Upon the earlier of payment of this Note C2
or automatic  expiration of this Note C2, the Company shall deliver this Note C2
to Maker.  Upon  automatic  expiration  of this Note C2, the Escrow  Agent shall
return to the Company the First Debenture C2.

      Notwithstanding  anything  to  the  contrary  contained  herein  or in the
Purchase  Agreement  or the other  Transaction  Documents,  this Note C2 and all
payments due hereunder  shall  automatically  expire,  be of no further force or
effect and shall become null and void after five (5) years from the date hereof.

      If this Note C2 becomes  due or payable  on a  Saturday,  Sunday or public
holiday  under the laws of the State of New York,  the due date hereof  shall be
extended to the next succeeding business day.

      This Note C2 may not be modified orally, and shall be governed,  construed
and  interpreted  under  the  internal  laws of the  State of New  York  without
reference to principles of conflicts or choice of law.

      Any  action  to  enforce  the  terms  of the  Note  C2  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 the  Company to enforce  the
terms of the Note C 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 Maker at its principal address set forth in the Purchase Agreement.

                            [SIGNATURE PAGE FOLLOWS]


                                      K2b-2
<PAGE>

IN WITNESS WHEREOF, this instrument is executed as of the date first hereinabove
set forth.

                                                    HEM Mutual Assurance LLC


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

ACCEPTED AND AGREED TO:

Reality Wireless Networks, Inc.

By:
   ----------------------------
       Steve Careaga, CEO

                                     K 2c-3


<PAGE>


                                  EXHIBIT K-2C

                                     NOTE C3


$60,000.00                                                      October 27, 2003

      FOR VALUE RECEIVED, the undersigned,  HEM Mutual Assurance LLC, a Colorado
limited  liability  company  ("Maker"),  promises to pay to the order of Reality
Wireless Networks, Inc., a Nevada corporation (the "Company"),  at its principal
office, or at such other place as may be designated in writing by the holders of
this Promissory Note ("Note C3"), the principal sum of SIXTY THOUSAND AND 00/100
DOLLARS ($60,000.00) (the "Principal Sum"), which Principal Sum shall not accrue
any interest, pursuant to the terms of this Note C3.

      This  Note C3 is issued  pursuant  to and is  subject  to the terms of the
Convertible  Debenture  Purchase  Agreement (the "Purchase  Agreement")  between
Maker  and  Orange  Soda,  Inc.,  a  Delaware  corporation  and a  wholly  owned
subsidiary  of the Company of even date  herewith.  All defined terms herein not
otherwise  defined  herein  shall  have the  meanings  given  such  terms in the
Purchase Agreement.

      Notwithstanding  anything  contained herein, in the Debentures,  or in the
Purchase  Agreement  to the  contrary,  the First  Debenture C3 shall not accrue
interest,  shall not be convertible and shall not be subject to repayment by the
Company at its maturity, and this Note C3 shall not be due and payable and shall
not be deemed part of the  "Purchase  Price" for purposes of Section 4.25 of the
Purchase Agreement, unless and until:

                  (i) the Maker  elects  that this Note C3 shall  become due and
            payable; and

                  (ii) the number of Escrow Shares for the  aggregate  principal
            amount of the Debentures then  outstanding and First Debenture C3 is
            at least 200% of the number of shares of Common Stock of the Company
            that  would be  needed to  satisfy  full  conversion  of all of such
            unconverted Debentures,

            provided,  however,  that  if  subparagraph  (i)  is  satisfied  and
            subparagraph  (ii) is not  satisfied,  the Company shall increase in
            accordance with and subject to the provisions of Section 4.14 of the
            Purchase  Agreement the number of Escrow Shares to cover 200% of the
            number of shares of Common Stock of the Company that would be needed
            to  satisfy  full  conversion  of all of such  Debenture;  provided,
            further, that, notwithstanding the foregoing, the First Debenture C3
            shall not accrue interest, shall not be convertible and shall not be
            subject to repayment by the Company, at its maturity,  and this Note
            C3 shall not be deemed part of the "Purchase  Price" for purposes of
            Section 4.25 of the Purchase  Agreement,  unless and until this Note
            C3 is paid in full by the Maker or its successors and assigns.

                                      K2c-1
<PAGE>

      If this  Note C3 has not been  paid in full by the  Maker  to the  Company
(whether  or not it is  otherwise  then due or  payable  by its  terms)  (i) any
payments from the Company to the Maker pursuant to Sections 4.19 and 4.33 of the
Purchase  Agreement  will be offset by the principal  amount of this Note C3 and
(ii) "Debentures" shall specifically refer to First Debenture A, First Debenture
B, First Debenture C1, First Debenture C2, First Debenture C3, First Debenture D
and the Second Debenture in Sections 4.19 and 4.33 of the Purchase Agreement.

      Upon payment of this Note C3 in full in cash or by wire  transfer of legal
tender in the United States,  the Escrow Agent shall deliver the First Debenture
C3 to Maker and the Fixed Conversion Price with respect to the First Debenture C
shall be one hundred fifty percent (150%) of the Initial Fixed  Conversion Price
(as defined in First  Debenture  A). Upon the earlier of payment of this Note C3
or automatic  expiration of this Note C3, the Company shall deliver this Note C3
to Maker.  Upon  automatic  expiration  of this Note C3, the Escrow  Agent shall
return to the Company the First Debenture C1.

      Notwithstanding  anything  to  the  contrary  contained  herein  or in the
Purchase  Agreement  or the other  Transaction  Documents,  this Note C3 and all
payments due hereunder  shall  automatically  expire,  be of no further force or
effect and shall become null and void after five (5) years from the date hereof.

      If this Note C3 becomes  due or payable  on a  Saturday,  Sunday or public
holiday  under the laws of the State of New York,  the due date hereof  shall be
extended to the next succeeding business day.

      This Note C3 may not be modified orally, and shall be governed,  construed
and  interpreted  under  the  internal  laws of the  State of New  York  without
reference to principles of conflicts or choice of law.

      Any  action  to  enforce  the  terms  of the  Note  C3  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 the  Company to enforce  the
terms of the Note C 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 Maker at its principal address set forth in the Purchase Agreement.

                            [SIGNATURE PAGE FOLLOWS]


                                      K2c-2
<PAGE>

IN WITNESS WHEREOF, this instrument is executed as of the date first hereinabove
set forth.

                                    HEM Mutual Assurance LLC

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

ACCEPTED AND AGREED TO:

Reality Wireless Networks, Inc.

By:
   ----------------------------
      Steve Careaga, CEO


                                     K2c-3