SETTLEMENT AGREEMENT AND RELEASE

      This Settlement  Agreement and Release (this  "Agreement") is entered into
this 20th day of March, 2004, by and between Reality Wireless Networks,  Inc., a
Nevada  corporation  ("RWNT"),  and  Merrill  Communication,  LLC, a  California
limited  liability  company  ("Merrill").  RWNT and Merrill shall be referred to
collectively herein as the "Parties."

                                   WITNESSETH:

      WHEREAS,   Merrill  alleges  that  it  is  currently  owed   approximately
$14,079.00 by RWNT (the "Outstanding Debt") in connection with services rendered
by  Merrill  to Dicom  Imaging  Systems,  Inc.,  the  predecessor  to RWNT  (the
"Services").

      WHEREAS,  Merrill,  in connection  with its allegation that it is owed the
Outstanding  Debt by RWNT for the  Services,  filed a complaint  in the Superior
Court of California, County of Santa Barbara, against RWNT, on or around October
24, 2003,  case number:  103  CV007768,  alleging  breach of contract and unjust
enrichment and seeking damages of $9,170.47,  18% interest from the date of June
28, 2001 and attorney's fees of $660.00 (the "Suit").

      WHEREAS,  RWNT and  Merrill  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 Outstanding Debt, the Services and the Suit, to avoid the burden and expense
of arbitration and/or litigation.

      WHEREAS, in connection with the resolution of such matters,  Merrill shall
provide RWNT with (i) a full release and settlement,  and (ii) a Stipulation for
Entry of Judgment Upon Default,  a copy of which is attached hereto as Exhibit A
(the  "Stipulation"),  in exchange for the Cash  (defined in Section 1 below) 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 the
payment  by RWNT to  Merrill  of $6,0001  (the  "Cash"),  Merrill,  on behalf of
itself,  its  employees,   affiliates  and  assigns,   hereby  fully,   forever,
irrevocably and unconditionally  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,   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 Merrill ever had or

      (1) The Cash shall be paid as follows: One Thousand Dollars ($1,000) shall
be paid to  Merrill  on or before  the 25th day of each month for six (6) months
following the execution of this Agreement,  with the first payment being made on
March 25, 2004, and the final payment being made on August 25, 2004.

<PAGE>

now has against RWNT,  including,  but not limited to, all claims arising out of
the  Outstanding  Debt,  the  Services  and the  Suit,  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. Representations and Warranties of the Parties.

            2.1  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.

            2.2 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.

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

      3. Miscellaneous Provisions.

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

            3.2  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.

            3.3 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.

            3.4 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.


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<PAGE>

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

            3.6 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.

            3.7 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.

            3.8 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  set forth below,  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.

         If to RWNT:           Reality Wireless Networks, Inc.
                               7235 North Creek loop
                               Gig Harbor, WA  98335
                               (253) 853-3632 tel

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


         If to Merrill:        Joseph R. Kafka, Esq.
                               Law Offices of Joseph R. Kafka
                               1541 The Almeda
                               San Jose, CA 95126


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<PAGE>

            3.9 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.

            3.10 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.

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


                                          REALITY WIRELESS NETWORKS, INC.




                                          --------------------------------
                                          Name:  Steve Careaga
                                          Title: Chief Executive Officer



                                          MERRILL COMMUNICATIONS, LLC



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


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<PAGE>


                                    Exhibit A
                                    ---------

                 Stipulation for Entry of Judgment Upon Default

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