SETTLEMENT AGREEMENT AND RELEASE

         This  Settlement  Agreement and Release (this  "Agreement")  is entered
into this 19th day of April, 2004, by and among Reality Wireless Networks, Inc.,
a Nevada corporation ("RWNT"), Ned Kassouf, an individual residing in California
and the Kassouf Family Trust (Ned Kassouf and the the Kassouf Family Trust being
collectively  referred  to  herein  as  "Kassouf").  RWNT and  Kassouf  shall be
referred to collectively herein as the "Parties."

                                   WITNESSETH:

         WHEREAS,  Kassouf (i) is the holder of a  convertible  promissory  note
executed by RWNT,  as maker,  in the  aggregate  amount of $20,000 dated May 31,
2002,  a copy of which is attached  hereto as Exhibit A (the  "Note"),  and (ii)
entered into a Preferred  Stock and Warrant  Purchase  Agreement with RWNT on or
around  June 20,  2002,  a copy of which is  attached  hereto as  Exhibit B (the
"PSWPA") (the Note and the PSWPA shall collectively be referred to herein as the
"Investment  Agreements").  By virtue of the Investment  Agreements,  Kassouf is
also entitled to receive warrants to purchase shares of the common stock of RWNT
(the  "Warrants").  The Note, the PSWPA and the Warrants shall  collectively  be
referred to herein as the "Debt".

         WHEREAS,  Kassouf  alleges  that  it is  currently  owed  approximately
$23,667 by RWNT in  connection  with and pursuant to the Note (the  "Outstanding
Debt").1

         WHEREAS,  RWNT and Kassouf  desire to amicably  settle,  compromise and
resolve any and all controversies and claims between themselves,  including, but
not limited to, all controversies and claims between  themselves with respect to
the Debt and the  Outstanding  Debt (the  Debt and the  Outstanding  Debt  shall
collectively  be  referred  to herein as the  "Settlement  Issues") to avoid the
burden and expense of arbitration and/or litigation.

         WHEREAS,  in connection  with the  resolution of such matters,  Kassouf
shall provide RWNT with a full release and  settlement  in  accordance  with the
terms hereinafter set forth.

         NOW, THEREFORE, it is the desire of the Parties to state in writing the
details of their  agreements.  For money paid and  received  and other  valuable
consideration between the Parties, it is mutually agreed as follows:

         1.  Settlement  of Claims  against and Release of RWNT. In exchange for
RWNT issuing to Kassouf 2,366,700 restricted shares of common stock of RWNT (the
"Stock"),  which  Stock  shall be issued  after  receipt  by RWNT of this  fully
executed Agreement, Kassouf, on behalf of itself, its employees,  affiliates and
assigns,  hereby fully, forever,  irrevocably and unconditionally  settles with,
releases, remises and discharges RWNT and each of its former, current and future
officers, directors,  stockholders,  attorneys, agents, spouses, administrators,
employees and all persons  acting by,  through,  under,  or in concert with them
from any and all  claims,  charges,  complaints,  demands,  actions,  causes  of
action,  suits,  rights,  debts,  sums of money,  costs,  accounts,  reckonings,


--------
(1)    The Outstanding  Debt is the combination of the $20,000 face value of the
Note plus $3,667 in interest, at the rate of 5% per annum, as of March 2, 2004.

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covenants,   contracts,   agreements,   promises,  doings,  omissions,  damages,
executions,  obligations,  liabilities,  and expenses (including attorneys' fees
and costs), of every kind and nature,  known or unknown,  which Kassouf ever had
or now has against RWNT,  including,  but not limited to, all claims arising out
of the Settlement Issues,  all common law claims including,  but not limited to,
actions in tort,  defamation,  breach of contract, and any claims under federal,
state or local statutes or ordinances not expressly referred to above.

         2.  Issuance of the Stock to Kassouf.  Promptly  after the execution of
this Agreement,  the Group shall deliver to Kassouf certificate(s)  representing
the Stock or evidence of direction  and authority  given to the proper  transfer
agent to issue the Stock and to  deliver  such  certificate(s).  The Stock to be
issued,  when issued and delivered in accordance with this  Agreement,  shall be
duly authorized, validly issued, fully paid, and non-assessable.

         3. Investment.

                3.1 Knowledge of Investment and its Risks. Kassouf has knowledge
and experience in financial and business  matters as to be capable of evaluating
the merits and risks of Kassouf's  investment in the Stock.  Kassouf understands
that an  investment  in RWNT  represents  a high  degree of risk and there is no
assurance  that the business or operations of RWNT will be  successful.  Kassouf
has considered  carefully the risks attendant to an investment in RWNT and that,
as a consequence of such risks,  Kassouf could lose Kassouf's entire  investment
in RWNT.

                3.2 Investment  Intent.  Kassouf hereby  represents and warrants
that (i) it is acquiring the Stock for investment  for his own account,  and not
as a nominee or agent and not with a view to the resale or  distribution  of all
or any part of the Stock,  and  Kassouf  has no present  intention  of  selling,
granting any participation in or otherwise  distributing any of the Stock within
the meaning of the Securities Act of 1933, as amended (the "Securities Act") and
(ii)  Kassouf  does  not  have  any  contracts,  understandings,  agreements  or
arrangements  with  any  person  and/or  entity  to  sell,   transfer  or  grant
participations to such person and/or entity, with respect to any of the Stock.

                3.3 Accredited Investor.  Kassouf is an "Accredited Investor" as
that  term  is  defined  by Rule  501 of  Regulation  D  promulgated  under  the
Securities Act.

                3.4  Disclosure.  Kassouf has reviewed  information  provided by
RWNT in  connection  with the  decision to acquire the Stock.  RWNT has provided
Kassouf with all the  information  that Kassouf has requested in connection with
the decision to acquire the Stock. Kassouf further represents that it has had an
opportunity  to ask  questions  and  receive  answers  from RWNT  regarding  the
business,  properties,  prospects  and  financial  condition  of RWNT.  All such
questions have been answered to the full satisfaction of Kassouf.

                3.5  Registration.  Kassouf  understands  that it must  bear the
economic risk of his  investment in RWNT and the Stock for an indefinite  period
of time. Kassouf further  understands that (i) neither the offering nor the sale
of the Stock has been  registered  under the  Securities  Act or any  applicable
State  securities  laws ("State  Acts") or securities  laws of other  applicable
jurisdictions in reliance upon exemptions from the registration  requirements of
such laws, (ii) the Stock must be held by Kassouf  indefinitely  unless the sale


<PAGE>


or transfer thereof is subsequently  registered under the Securities Act and any
applicable  State Acts, or an exemption from such  registration  requirements is
available,  (iii) RWNT is under no  obligation  to register  any of the Stock on
Kassouf's  behalf or to assist  Kassouf in  complying  with any  exemption  from
registration,  and (iv) RWNT will rely upon the  representations  and warranties
made by Kassouf in this Agreement in order to establish such exemptions from the
registration requirements of the Securities Act and any applicable State Acts or
securities laws of other applicable jurisdictions.

                3.6 Transfer Restrictions.  Kassouf will not transfer any of the
Stock unless such transfer is exempt from registration  under the Securities Act
and such State Acts and securities laws of other applicable jurisdictions,  and,
if requested by RWNT,  Kassouf has furnished an opinion of counsel  satisfactory
to RWNT that such transfer is so exempt. Kassouf understands and agrees that (i)
the certificates  evidencing the Stock will bear appropriate  legends indicating
such  transfer  restrictions  placed  upon the  Stock,  (ii) RWNT  shall have no
obligation to honor  transfers of any of the Stock in violation of such transfer
restrictions, and (iii) RWNT shall be entitled to instruct any transfer agent or
agents for the securities of RWNT to refuse to honor such transfers.

         4.  Representations and Warranties of the Parties.

                4.1 Authority.  Each of the Parties has full power and authority
to enter  into this  Agreement.  All  action on the part of each of the  Parties
necessary for the authorization,  execution and delivery of this Agreement,  the
performance of all obligations of each of the Parties  hereunder has been taken,
and each of the Parties has all requisite power and authority to enter into this
Agreement.

                4.2  Consents and  Approvals;  No Conflict.  The  execution  and
delivery of this Agreement by each of the Parties does not, and the  performance
of this  Agreement  by the  Parties  will not,  require any  consent,  approval,
authorization  or other  action  by,  or filing  with or  notification  to,  any
governmental or regulatory authority. The execution, delivery and performance of
this  Agreement by the Parties does not (i) conflict with or violate the charter
or by-laws,  partnership or other governing  documents of any of the Parties, or
(ii) conflict with or violate any law, rule, regulation,  order, writ, judgment,
injunction,  decree,  determination,  contract or award applicable to any of the
Parties.

                4.3 Effectiveness of Representations and Warranties. Each of the
Parties' representations and warranties contained in this Agreement are true and
correct.

         5. Miscellaneous Provisions.

                5.1  This  Agreement  constitutes  the  complete  and  exclusive
agreement of the Parties.

                5.2 The Parties  understand  that this  Agreement  constitutes a
compromise  and  settlement of disputed  claims.  No action taken by the Parties
hereto,  or any of them,  either previously or in connection with this Agreement
shall be deemed to be (a) an  admission  of the truth or  falsity  of any claims
heretofore  made or (b) an  acknowledgement  or admission by either party of any
fault or liability whatsoever to the other Party or to any third party.


<PAGE>


                5.3 Each of the Parties declares and represents that no promise,
inducement or agreement which is not specifically provided in this Agreement has
been  made by any Party to this  Agreement;  that this  Agreement  contains  the
entire agreement among the Parties;  and that the terms of this Agreement cannot
be modified except in writing signed by all Parties hereto.

                5.4 Each of the  Parties  agrees not to  disclose  to or discuss
with any person,  except as where such  disclosure may be required by law, court
order,  government  agency  request or subpoena,  or in connection  with a legal
proceeding,  the substance of this  Agreement or matters  relating to any act or
omission of any Party in connection with any other Party.

                5.5 This Agreement  shall be construed,  interpreted and applied
in accordance  with the  substantive  laws of the State of  Washington,  without
reference to its choice of law rules.

                5.6 Any dispute between the Parties pertaining to this Agreement
shall  be  resolved  through  binding  arbitration  conducted  by  the  American
Arbitration Association. The Parties agree that any arbitration proceeding shall
be conducted in Seattle,  Washington,  and consent to exclusive jurisdiction and
venue there. The award of the arbitrator(s) shall be final and binding,  and the
Parties waive any right to appeal the arbitral award, to the extent that a right
to appeal may be lawfully waived.  Each Party retains the right to seek judicial
assistance  (a) to compel  arbitration,  (b) to  obtain  injunctive  relief  and
interim  measures  of  protection  pending  arbitration,  and (c) to enforce any
decision of the arbitrator(s), including but not limited to the final award.

                5.7 No Party may assign any of its rights  under this  Agreement
without the prior consent of the other Parties,  which shall not be unreasonably
withheld.  Subject to the preceding sentence,  this Agreement shall apply to, be
binding in all respects  upon,  and inure to the benefit of the  successors  and
permitted  assigns of the  Parties.  Nothing  expressed  or  referred to in this
Agreement  shall be  construed to give any person other than the Parties to this
Agreement any legal or equitable right,  remedy,  or claim under or with respect
to this Agreement or any provision of this Agreement.  This Agreement and all of
its  provisions  and  conditions  are for the sole and exclusive  benefit of the
Parties to this Agreement and their successors and assigns.

                5.8 All notices,  demands and communications  hereunder shall be
in writing and  personally  delivered or sent by first class mail,  certified or
registered,  postage prepaid, return receipt requested, addressed to the parties
at the  addresses  below set forth,  or at such other address as any Party shall
have  furnished  to the other party in writing,  or shall be given by  telegram,
telex, facsimile  transmission,  overnight courier or hand delivery, in any case
to be effective  when received,  provided that actual  receipt shall  constitute
notice regardless of method of delivery.


<PAGE>


                  If to RWNT:             Reality Wireless Networks, Inc.
                                          120 W. Campbell Ave., Suite E
                                          Campbell, California 95008

                  With a copy to:         David M. Otto
                                          The Otto Law Group, PLLC
                                          900 Fourth Ave., Suite 3140
                                          Seattle, WA 98164

                  If to Kassouf:          Ned Kassouf
                                          Kassouf Family Trust
                                          29 Galileo
                                          Irvine, CA  92612


                5.9  If  any  term  or  provision  of  this   Agreement  or  any
application  thereof shall be invalid or  unenforceable,  such term or provision
shall be deemed to be severed and the remainder of this  Agreement and any other
application  of such term or  provision  shall not be  affected  or  invalidated
thereby.

                5.10 This  Agreement  may be executed by facsimile and in one or
more counterparts, all of which taken together shall constitute one and the same
instrument.

                5.11 Put Option.  In the event RWNT receives  $2,000,000 or more
through  the  offering of its equity  securities  within six (6) months from the
date of this  Agreement (a  "Funding"),  RWNT hereby  irrevocably  undertakes to
allow  Kassouf to exchange the Stock with RWNT for $23,667 (the "Put  Payment").
Such  option  to  exchange  the  Stock for the Put  Payment  shall be  hereafter
referred to as the "Put Option".

                (a)  Duration.  Kassouf  shall be entitled  to exercise  his Put
Option  during a period which shall  commence  immediately  after the signing of
this Agreement and expire six (6) months  thereafter (the "Put Option  Period").
Upon expiration of the Put Option Period,  Kassouf shall forfeit the right under
this Agreement to request that his Stock be exchanged for the Put Payment.

                (b)  Restrictions.  Kassouf  shall  exercise  his Put  Option in
whole.

                (i) Kassouf shall be deemed to have irrevocably waived any right
under this  Agreement in the event it has not entirely  exercised his Put Option
in advance of any of the following events (the "Acceleration Events"): (i) trade
sale to an unrelated party of more than 50% of the stock of RWNT or of assets of
RWNT representing over 50% of the value of RWNT, or (ii) any merger or split-off
of RWNT, or any other similar  corporate  restructuring of RWNT in which RWNT is
not  the  survivor,  or  (iii)  winding  up of  RWNT  or any  other  liquidation
procedure.



<PAGE>


                (c) Completion.  Kassouf will notify RWNT (with copy to The Otto
Law Group, PLLC) of Kassouf's decision to exercise the Put Option.

                (i) The  exchange  of the Stock for the Put  Payment  shall take
place promptly after the notification is received by RWNT.

                (ii) RWNT shall notify  Kassouf of a Funding within fifteen (15)
days of the date upon which  $2,000,000  has been  deposited  in a bank  account
under the direct control of RWNT.

                            [signature page follows]


<PAGE>


         IN WITNESS WHEREOF,  the Parties have executed this Agreement as of the
date first above written.


                                   REALITY WIRELESS NETWORKS, INC.



                                   -------------------------------
                                   Name:  Steve Careaga
                                   Title: CEO




                                   KASSOUF FAMILY TRUST




                                   -------------------------------
                                   Name:   Ned Kassouf
                                   Title:




                                   -------------------------------
                                   By: Ned Kassouf, Individually




                                    Exhibit A

                                    Exhibit B