EXHIBIT 2.3

                          AGREEMENT AND PLAN OF MERGER

      This  Agreement and Plan of Merger  ("Agreement")  is entered into on this
___________ day of July 2005 (the  "Execution  Date"),  by and betweent  Reality
Wireless Networks, Inc., a Nevada corporation ("Reality "), Reality Acquisition,
Inc.,  a  Washington  corporation  ("Acquisition  Sub"),  and Arabian  Recab for
Trading  Co., a  corporation  duly  incorporated  under the laws of Saudi Arabia
("Arabian Recab").

                                    RECITALS

A. Reality wishes to merge with Arabian Recab the  ("Merger"),  on the terms and
conditions set forth in this Agreement; and

B. Upon  consummation of the Merger (defined in Section 1.2 below),  Acquisition
Sub shall merge with and into Arabian  Recab,  and Arabian  Recab shall become a
wholly-owned subsidiary of Reality; and

C.  Existing  owners of Arabian  Recab shall  receive  shares of common stock of
Reality as provided herein; and

D. All issued and outstanding Arabian Recab capital and ownership rights ("Recab
Rights")  (other than shares to be canceled in accordance  with Section  1.1(b))
shall be converted into fully paid and nonassessable shares of common stock, par
value  $0.001  per  share,  of  Reality  representing,  on  a  pro  rata  basis,
approximately  98% of the fully  diluted  number  of  shares of common  stock of
Reality to be issued and  outstanding  immediately  after  Closing (the "Reality
Shares").  As of the Effective  Time (defined in Section 1.2),  all  outstanding
Recab Rights shall no longer be outstanding and shall  automatically be canceled
and shall cease to exist, and each holder of an Recab Rights shall cease to have
any rights with respect thereto,  except the right to receive the portion of the
Reality Shares to be issued in  consideration  therefore in accordance with this
Agreement.

E. It is the  intent  of the  parties  that the  Merger  qualify  as a  tax-free
corporate  reorganization  under Section  [368(a)(2)(E)] of the Internal Revenue
Code of 1986, as amended (the "Code").

Accordingly, the parties hereby agree as follows:

1. MERGER.

1.1.  Effect on Capital Stock. As of the Effective Time, by virtue of the Merger
and without  any action on the part of the holder of any of Recab  Rights or any
shares of capital stock of Acquisition Sub:


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(a) Capital  Stock of  Acquisition  Sub.  Each issued and  outstanding  share of
capital stock of  Acquisition  Sub shall be converted into one share of Treasury
Stock of Arabian Recab.

(b) Cancellation of Treasury Stock of Arabian Recab owned by Arabian Recab. Each
share of Arabian  Recab that is owned by Arabian  Recab shall  automatically  be
cancelled and shall cease to exist, and no  consideration  shall be delivered or
deliverable in exchange therefore.

(c)  Conversion of the Recab  Rights.  All Recab Rights (other than shares to be
canceled in accordance  with Section  1.1(b)) shall be converted into fully paid
and  nonassessable  shares of common stock,  par value $0.001 per share,  of the
Reality  Shares  necessary to give effect to the  relative  ownership of Reality
Shares by Arabian  Recab Share holders  expressed  above in Recital D. As of the
Effective  Time, all the Recab Rights shall no longer be  outstanding  and shall
automatically  be  canceled  and  shall  cease to  exist,  and each  holder of a
certificate representing any such shares of Recab Rights shall cease to have any
rights  with  respect  thereto,  except the right to receive  the portion of the
Reality Shares to be issued in consideration therefore in accordance herewith.

1.2 Articles of Merger.  The Merger shall be  effectuated  at the Effective Time
pursuant to the Articles of Merger  ("Articles  of Merger")  filed in accordance
with  applicable  provisions  of Saudi  Arabia,  Washington  law and Nevada (the
"Applicable Law"). The Articles of Merger shall be filed together with any other
filings or recordings  required by the  Applicable  Law in  connection  with the
Merger as soon as  practicable  after the Closing  (as defined  below in Section
2.1).  The term  "Effective  Time" as used in this  Agreement  means the time at
which the Merger becomes  effective under the laws of Washington and shall occur
as soon as  practicable  following  the 20th day  after  Reality  's  filing  of
Schedule 14C in  definitive  form that has been approved by the  Securities  and
Exchange  Commission  (the "SEC"),  which shall be filed, in part, in connection
with  the  necessary  Reality  shareholder  approval,  of  this  Agreement,   in
definitive form (the "Schedule 14C," further described below").

1.3 Procedure. Each and all of the Recab Rights outstanding immediately prior to
the Effective Time shall, immediately after the Effective Time, be exchanged for
a certificate or certificates  evidencing  ownership of the applicable number of
the Reality  Shares.  At the Closing  (as  defined  below in Section  2.1) Recab
Rights shall cease to be  outstanding  and shall be converted into and exchanged
for the Reality Shares.  The Reality Shares  exchanged for Recab Rights shall be
referred to herein as the "Closing Shares".

1.4 Name Change. At the Effective Time, the articles of incorporation of Reality
shall be  amended  such  that the name  "Reality  , Inc."  shall  become  "Recab
International Inc."

2. CLOSING AND SUBSEQUENT CONDITIONS.

2.1 Date, Time and Place of Closing.  The Merger  contemplated by this Agreement
shall take place at a closing to be held at The Otto Law Group,  PLLC, and shall
be deemed  effective upon the execution of this Agreement (the  "Closing"),  and
shall  remain  subject to  completion  and  satisfaction  of certain  conditions
subsequent to the Closing (the "Conditions  Subsequent").  The date on which the
Closing occurs is referred to in this Agreement as the "Closing Date."


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2.2 Arabian Recab Conditions Subsequent.  Following the Closing and prior to the
Effective Time, unless otherwise stated herein,  Arabian Recab shall deliver the
following  documents  to  Reality  (collectively,  the  "Arabian  Recab  Closing
Documents"):

      2.2.1  Arabian  Recab  Share  Certificates.  Certificates,  or  equivalent
documentation thereof, representing all of Recab Rights;

      2.2.2  Articles of Merger.  The  Articles of Merger (to be prepared by the
Otto Law Group,  PLLC (the "OLG")) to be filed with the state of Washington and,
in  necessary,  under  applicable  provisions  under  the laws of Saudi  Arabia,
executed by Arabian Recab;

      2.2.3 Arabian Recab Officer's  Certificate.  A certificate (to be prepared
by the OLG with the  assistance of Arabian  Recab)) dated as of the Closing Date
executed  by a duly  authorized  officer of Arabian  Recab  certifying  that all
necessary actions have been taken by Arabian Recab's  shareholders and directors
to  authorize  the  transactions  contemplated  by this  Agreement  and that all
representations  and  warranties  made by Arabian  Recab in this  Agreement  are
complete and correct in all material  respects as of the Closing Date as if made
on the Closing Date;

      2.2.4 Resolutions.  Copies of signed resolutions of the board of directors
and the  shareholders of Arabian Recab approving the Merger with Acquisition Sub
and Arabian Recab Inc. and the execution by Arabian Recab of this Agreement;

      2.2.5 Appraisal Rights.In the event that shareholders of Arabian Recab are
entitled  to  "appraisal  rights"  pursuant  to the  laws  of  Saudi  Arabia  or
Washington  law,  copies of all  written  appraisal  notices  and forms  sent by
Arabian Recab to the  shareholders  of Arabian Recab as required by Saudi Arabia
or Washington law,  including any waiver of "appraisal  rights" by Arabian Recab
Shareholders;

      2.2.6  Other   Documents  and   Instruments.   Such  other  documents  and
instruments  as Reality 's counsel  may deem to be  necessary  or  advisable  to
effect the transactions contemplated by this Agreement.

2.3 Reality Closing Documents.  Following the Closing and prior to the Effective
Time,  Reality  shall  deliver or cause to be  delivered  to  Arabian  Recab the
following documents (collectively, the "Reality Closing Documents"):

      2.3.1 Articles and Certificate of Merger.  The Certificate of Merger to be
filed with the State of  Washington,  executed by Reality and  Acquisition  Sub,
respectively;

      2.3.2 Reality Share Certificates. Executed minutes of a special meeting of
the board of directors of Reality  authorizing the issuance of one or more stock
certificates in the name of each of Arabian Recab Shareholders representing such
Arabian Recab Shareholder's ownership of the Reality Shares;


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      2.3.3  Good  Standing  Certificate.  A  certificate  issued by the  Nevada
Secretary of State  indicating  that Reality is qualified  and in good  standing
within such jurisdiction and a certificate issued by the Washington Secretary of
State  indicating that the Reality  Acquisition,  Inc., is qualified and in good
standing within such jurisdiction;

      2.3.4  Reality  Officer's  Certificate.  A  certificate  dated  as of  the
Effective Time executed by a duly authorized  officer of Reality certifying that
all  necessary  actions have been taken by Reality 's officers and  directors to
authorize  the  transactions   contemplated  by  this  Agreement  and  that  all
representations  and  warranties  made by Reality in this Agreement are complete
and correct in all  material  respects as of the Closing  Date as if made on the
Closing Date;

      2.3.5 Resolutions.  Copies of signed resolutions of the board of directors
and documented evidence of shareholders of Reality approving the Merger with;

      2.3.6  Appraisal  Rights.In  the event that  shareholders  of Reality  are
entitled to  "appraisal  rights"  pursuant to Nevada law,  copies of all written
appraisal  notices and forms sent by Reality to the  shareholders  of Reality as
required by Nevada law;

      2.3.7 Such other  documents and instruments as Arabian Recab's counsel may
deem to be necessary or advisable  to effect the  transactions  contemplated  by
this  Agreement.

2.4 Schedule 14C. Upon  Execution of this  Agreement,  Reality shall prepare and
file with the SEC a Schedule  14C to  disclose  to  shareholder  approval of the
following:

      (1)   Reality 's authority to enter into, consummate,  and take all action
            necessary and proper to effect this Agreement;

      (2)   A reverse split of the issued and  outstanding  Reality common stock
            (the Reverse Split") such that the pre-Merger  Reality  shareholders
            shall retain a post Merger, post Reverse Split ownership interest of
            not less than two  percent  (2%) of the  merged  entity  immediately
            following the time at which the Reverse Split becomes effective.

2.5 Board of Directors. The parties hereto agree that Steve Careaga, the current
director of Reality , Inc., shall retain a seat on the board of Directors of the
merged entity for a period of not less than the time between the Effective  Time
and the next election of the board of directors of the merger entity. Any change
to the composition of the board of directors shall require the mutual  agreement
of both parties.


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3. REPRESENTATIONS AND WARRANTIES OF ARABIAN RECAB.

Arabian Recab  represents and warrants to Reality that the statements  contained
in this Section 3 are correct and  complete as of the date of this  Agreement in
all material respects.

3.1 Organization of Arabian Recab. Arabian Recab is Saudi Arabia duly organized,
validly  existing,  and in good  standing  under the laws of the  Saudi  Arabia.
Arabian  Recab has all the  requisite  power  and  authority  to own,  lease and
operate  all of its  properties  and  assets  and to  carry on its  business  as
currently  conducted  and as proposed  to be  conducted.  Arabian  Recab is duly
licensed  or  qualified  to  do  business  and  is  in  good  standing  in  each
jurisdiction  in which the  nature of the  business  conducted  by it makes such
licensing or  qualification  necessary  and where the failure to be so qualified
would, individually or in the aggregate, have a Material Adverse Effect upon it.
As used in this  Agreement,  the term "Material  Adverse Effect" with respect to
any  party,  shall  mean any change or effect  that is  reasonably  likely to be
materially adverse to the business, operations, properties, condition (financial
or otherwise), assets or liabilities of such party and such party's subsidiaries
taken as a whole.

3.2  Authorization.  Subject to the approval of its shareholders,  Arabian Recab
has full power and authority  (including  full corporate power and authority) to
execute and deliver this  Agreement and Arabian  Recab Closing  Documents and to
perform its obligations  hereunder and thereunder.  This Agreement  constitutes,
and Arabian Recab Closing  Documents will constitute,  valid and legally binding
obligations of Arabian Recab,  enforceable in accordance  with their  respective
terms and conditions.

3.3  Noncontravention.  Neither the execution and the delivery of this Agreement
or Arabian Recab Closing  Documents,  nor the  consummation of the  transactions
contemplated   hereby  or  thereby  by  Arabian  Recab,  will  (i)  violate  any
constitution,  statute, regulation,  rule, injunction,  judgment, order, decree,
ruling, charge, or other restriction of any government,  governmental agency, or
court to which  Arabian  Recab is subject or any  provision  of its  articles of
incorporation  or  bylaws,  or  (ii)  conflict  with,  result  in a  breach  of,
constitute a default under,  result in the  acceleration of, create in any party
the right to  accelerate,  terminate  modify,  or cancel,  or require any notice
under any agreement,  contract, lease, license, instrument, or other arrangement
to which Arabian Recab is a party or by which it is bound or to which any of its
assets is subject.  Arabian  Recab does not need to give any notice to, make any
filing with, or obtain any authorization, consent, or approval of any government
or governmental  agency in order for the parties to consummate the  transactions
contemplated by this Agreement.

3.4 Disclosure.  The representations and warranties  contained in this Section 3
do not  contain  any untrue  statement  of a material  fact or omit to state any
material  fact  necessary  in  order  to make  the  statements  and  information
contained in this Section 3 not misleading.

3.5  Capitalization.  The authorized  capital and ownership  rights  (previously
defined as the "Recab Rights") of Arabian Recab Inc., at the Closing Date, shall
consist of 47,200,000 Recab Rights.  All Recab Rights of Arabian Recab have been
duly authorized and validly issued, and are fully paid and nonassessable. All of
the  outstanding  Recab Rights (and options to purchase  such Recab  Rights) and
other outstanding  securities of Arabian Recab have been duly and validly issued
in compliance with the laws of Saudi Arabia. Except as set forth on Schedule 3.5
there are no outstanding or authorized subscriptions,  options,  warrants, plans
or,  except for this  Agreement and as  contemplated  by this  Agreement,  other
agreements or rights of any kind to purchase or otherwise  receive or be issued,
or securities or  obligations  of any kind  convertible  into, any Recab Rights,
ownership  interests  or other  securities  of Arabian  Recab,  and there are no
dividends (or similar rights) which have accrued or been declared but are unpaid
on the ownership rights of Arabian Recab. There are no outstanding or authorized
stock  appreciation,  phantom  stock or similar  rights with  respect to Arabian
Recab.  Recab  Rights are duly  authorized  and validly  issued,  fully paid and
nonassessable.  Recab Rights are not subject to any  preemptive  rights or other
similar restrictions.


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3.6 Tax Treatment. As of the date of this Agreement, Arabian Recab has no reason
to  believe  that  the  Merger,   in  its  entirety,   will  not  qualify  as  a
"reorganization" within the meaning of Section 368(a) of the Code.

3.7  Noncontravention.  Neither the execution and the delivery of this Agreement
or the Arabian Recab Closing Documents, nor the consummation of the transactions
contemplated   hereby  or  thereby,  by  Arabian  Recab  will  (i)  violate  any
constitution,  statute, regulation,  rule, injunction,  judgment, order, decree,
ruling, charge, or other restriction of any government,  governmental agency, or
court to which Arabian  Recab is subject,  or (ii)  conflict  with,  result in a
breach of, constitute a default under,  result in the acceleration of, create in
any party the right to accelerate,  terminate  modify, or cancel, or require any
notice under any  agreement,  contract,  lease,  license,  instrument,  or other
arrangement to which Arabian Recab is a party or by which Arabian Recab is bound
or to which  Arabian  Recab is subject.  Arabian Recab does not need to give any
notice  to,  make any filing  with,  or obtain any  authorization,  consent,  or
approval of any  government or  governmental  agency in order for the parties to
consummate the transactions contemplated by this Agreement.

3.8  Financial  Statements  and  Financial  Condition.  Each  of  the  financial
statements (the "Financial  Statements") submitted in connection with filing the
post-Merger  entities  consolidated  and  audited  financial  statements  to  be
included on a Form 8-K filed within 71 days  following  the filing of a Form 8-K
disclosing this Agreement  (such  documents,  to the extent  necessary to comply
with the Rules and  Regulations of the SEC,  deemed the "Reports")  with the SEC
shall be prepared  from,  and is in  accordance  with,  the books and records of
Arabian  Recab,   shall  comply  with  all  material  respects  with  applicable
accounting  requirements and with the published rules and regulations of the SEC
with respect  thereto,  and shall be prepared in accordance with U.S.  generally
accepted accounting  principles applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto) and fairly present in
all material respects the consolidated results of operations and cash flows (and
changes in  financial  position,  if any) of Arabian  Recab,  as at the  date(s)
thereof or for the period(s) presented therein.

3.9  Absence of Material  Change.  Following  the Closing  Date and prior to the
Effective Time, there have been no change in the business, operations, financial
condition or  liabilities  of Arabian  Recab as stated in the Reports that would
result in a Material Adverse Effect on Arabian Recab.


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3.10 Litigation.  Except as provided in the Reports and Financial Statements, or
otherwise  disclosed to Reality  prior to the Effective  Time on Schedule  3.10,
there  shall  have  been  actions,  suits,  claims,  inquiries,  proceedings  or
investigations  before  any court,  tribunal,  commission,  bureau,  regulatory,
administrative or governmental agency, arbitrator,  body or authority pending or
threatened against Arabian Recab which would reasonably be expected to result in
any  liabilities,  including  defense  costs,  in excess of $10,000  U.S. in the
aggregate.  Arabian  Recab is not the named  subject of any order,  judgment  or
decree and is not in default with respect to any such order, judgment or decree.

3.11 Taxes and Tax  Returns.  Except as provided  in the  Reports and  Financial
Statements,  or otherwise  disclosed  to Reality  prior to the  Effective  Time,
Arabian  Recab  has  timely  and   correctly   filed  tax  returns  and  reports
(collectively,  "Returns")  required by applicable  law to be filed  (including,
without  limitation,  estimated  tax  returns,  income tax  returns,  excise tax
returns, sales tax returns, use tax returns, property tax returns, franchise tax
returns,  information  returns  and  withholding,  employment  and  payroll  tax
returns) and all such returns were (at the time they were filed)  correct in all
material  respects,  and have paid all taxes,  levies,  license and registration
fees, charges or withholdings of any nature whatsoever reflected on such Returns
to be owed and which have  become due and  payable  except for any that is being
contested in good faith.

3.12 Compliance with Applicable Law.

      3.12.1 Arabian Recab holds all licenses, certificates, franchises, permits
and other  governmental  authorizations  ("Permits")  necessary  for the  lawful
conduct of its  business  and such  Permits  are in full force and  effect,  and
Arabian Recab is in all material respects complying therewith,  except where the
failure to possess or comply with such Permits would not have, in the aggregate,
a Material Adverse Effect on Arabian Recab.

      3.12.2  Arabian  Recab  is and  for  the  past  three  years  has  been in
compliance  with  all  foreign,   federal,   state  and  local  laws,  statutes,
ordinances,  rules, regulations and orders applicable to the operation,  conduct
or ownership of its business or properties except for any noncompliance which is
not reasonably  likely to have, in the aggregate,  a Material  Adverse Effect on
Arabian Recab.

3.13 Contracts and  Agreements.  Arabian Recab is not a party to or bound by any
commitment,  contract, agreement or other instrument which limits the freedom of
Arabian  Recab to compete in any line of business or with any person,  except to
the extent  disclosed on Schedule  3.13.  Arabian Recab is not in default on any
material contract, agreement or other instruments.

3.14 Affiliate Transactions.


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      3.14.1 Except as otherwise  disclosed on Schedule 3.14,  Arabian Recab has
not engaged in, and is not currently  obligated to engage in (whether in writing
or orally),  any  transaction  with any  Affiliated  Person (as  defined  below)
involving aggregate payments by or to Arabian Recab of $10,000 U.S. or more.

      3.14.2 For purposes of this Section 3.14, "Affiliated Person" means:

            (a) a director,  executive officer or Controlling Person (as defined
below) of Arabian Recab;

            (b) a spouse of a director,  executive officer or Controlling Person
of Arabian Recab;

            (c) a  member  of the  immediate  family  of a  director,  executive
officer,  or  Controlling  Person of Arabian Recab who has the same home as such
person;

            (d) any  corporation or  organization  (other than Arabian Recab) of
which a director,  executive officer or Controlling Person of Arabian Recab is a
chief executive officer, chief financial officer, or a person performing similar
functions or is a Controlling Person of such other corporation or organization;

      (e) any  trust  or  estate  in which a  director,  executive  officer,  or
Controlling  Person  of  Arabian  Recab  or the  spouse  of  such  person  has a
substantial  beneficial interest or as to which such person or his spouse serves
as trustee or in a similar fiduciary capacity; and

      (f) for  purposes of this Section  3.14,  "Controlling  Person"  means any
person or entity which, either directly or indirectly, or acting in concert with
one or more other  persons or  entities  owns,  controls  or holds with power to
vote,  or holds  proxies  representing  ten  percent or more of the  outstanding
common stock or equity securities.

3.15 Limited Representations and Warranties.  Except for the representations and
warranties  of Reality  expressly  set forth in Section 4, Arabian Recab has not
relied upon any  representation  and warranty made by or on behalf of Reality in
making  its  determination  to enter  into this  Agreement  and  consummate  the
transactions contemplated by this Agreement.

3.16 Disclosure. No representation or warranty made by a Arabian Recab contained
in this  Agreement,  and no statement  contained in the  Schedules  delivered by
Arabian  Recab  hereunder,  contains any untrue  statement of a material fact or
omits  any  material  fact  necessary  in order to make a  statement  herein  or
therein, in light of the circumstances under which it is made, not misleading.

3.17 Title to Property.

      3.17.1 Real  Property.  Arabian  Recab does not own or lease,  directly or
indirectly,  any real  property,  except as  otherwise  disclosed  to Reality on
Schedule 3.17.1.


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      3.17.1  Environmental  Matters.  Arabian Recab does not have any financial
liability under any environmental laws except as otherwise  disclosed to Reality
on Schedule 3.17.2.

3.19 Appraisal  Rights.  Arabian Recab agrees that,  within forty-five (45) days
following  the  Closing,  it shall  have has  complied  in full with any and all
provisions of Saudi Arabia law relating to "appraisal rights".

4. REPRESENTATIONS AND WARRANTIES OF REALITY

Reality  hereby  represents  and warrants to Arabian  Recab that the  statements
contained  in this  Section 4 are  correct  and  complete as of the date of this
Agreement in all material respects.

4.1 Organization. Reality is a corporation duly organized, validly existing, and
in good  standing  under the laws of the State of  Nevada.  Reality  has all the
requisite  power and authority to own,  lease and operate all of its  properties
and assets and to carry on its business as currently  conducted  and as proposed
to be conducted.  Reality is duly licensed or qualified to do business and is in
good standing in each jurisdiction in which the nature of the business conducted
by it makes such licensing or  qualification  necessary and where the failure to
be so qualified would, individually or in the aggregate, have a Material Adverse
Effect upon it.

4.2  Authorization  of  Transaction.  Reality  has full power and  authority  to
execute and deliver this  Agreement  and the Reality  Closing  Documents  and to
perform all obligations  hereunder and thereunder.  This Agreement  constitutes,
and the Reality Closing Documents will constitute, the valid and legally binding
obligation of Reality  enforceable in accordance with their respective terms and
conditions.

4.3  Capitalization.  The  authorized  capital  stock  of  Reality  consists  of
500,000,000 shares of common stock, $.001 par value, of which approximately zero
shares are issued and  outstanding,  and 100,000,000  shares of preferred stock,
$.001 par value, of which  approximately  350,000,000 shares of common stock are
issued  outstanding and zero (0) shares of preferred stock currently  designated
are issued and outstanding.  All issued and outstanding  shares of Reality stock
have  been  duly  authorized  and  validly  issued,   and  are  fully  paid  and
nonassessable.   To  the  extent   necessary  to  consummate   the   post-Merger
capitalization  as  determined  by the  parties  hereto,  Reality  shall  obtain
requisite  shareholder  approval  of it  shareholders  as  part  of the  Reality
Shareholders  approval of the merger.  All of the  outstanding  shares of common
stock (and options to purchase common stock) and other outstanding securities of
Reality have been duly and validly  issued in compliance  with federal and state
securities  laws. With the exception of the convertible  debentures  executed by
Reality , copies of which  have been  provided  to Arabian  Recab,  there are no
outstanding or authorized subscriptions, options, warrants, plans or, except for
this Agreement and as contemplated by this Agreement, other agreements or rights
of any kind to purchase or  otherwise  receive or be issued,  or  securities  or
obligations of any kind  convertible  into, any shares of capital stock or other
securities  of Reality , and there are no  dividends  which have accrued or been
declared  but are  unpaid  on the  capital  stock  of  Reality  .  There  are no
outstanding or authorized  stock  appreciation,  phantom stock or similar rights
with  respect to Reality . The Reality  Shares are duly  authorized  and validly
issued, fully paid and nonassessable.  The Reality Shares are not subject to any
preemptive rights or other similar restrictions.


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4.4 Subsidiaries. Except for the Acquisition Sub created in connection with this
Agreement,  and Genesis Acquisition Sub, through which Reality retains a pending
5% interest in Genesis  Electronics,  Inc.,  a Delaware  corporation,  and which
transaction is required in order to effect this Agreement, Reality does not own,
directly  or  indirectly,  any  capital  stock or other  equity  interest in any
corporation, partnership or other entity.

4.5  Noncontravention.  Neither the execution and the delivery of this Agreement
or the Reality  Closing  Documents,  nor the  consummation  of the  transactions
contemplated  hereby or thereby,  by Reality will (i) violate any  constitution,
statute, regulation, rule, injunction,  judgment, order, decree, ruling, charge,
or other restriction of any government,  governmental  agency, or court to which
Reality is subject,  or (ii) conflict with,  result in a breach of, constitute a
default under,  result in the  acceleration of, create in any party the right to
accelerate,  terminate  modify,  or  cancel,  or require  any  notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
Reality is a party or by which  Reality is bound.  Reality does not need to give
any notice to, make any filing with, or obtain any  authorization,  consent,  or
approval of any  government or  governmental  agency in order for the parties to
consummate the transactions contemplated by this Agreement.

4.6  Financial  Statements  and  Financial  Condition.  Each  of  the  financial
statements (the "Financial  Statements") included in the reports (the "Reports")
filed with the SEC has been prepared from, and is in accordance  with, the books
and records of Reality ,  currently  complies  with all material  respects  with
applicable accounting  requirements and with the published rules and regulations
of the SEC with  respect  thereto,  has been  prepared in  accordance  with U.S.
generally  accepted  accounting  principles applied on a consistent basis during
the periods  involved  (except as may be  indicated  in the notes  thereto)  and
fairly presents in all material respects the consolidated  results of operations
and cash flows (and  changes in financial  position,  if any) of Reality , as at
the date(s) thereof or for the period(s) presented therein.

4.7 Absence of Material  Change.  As of the  Execution  Date,  there has been no
change in the  business,  operations,  financial  condition  or  liabilities  of
Reality as stated in the  Financial  Statements  that would result in a Material
Adverse Effect on Reality .

4.8 Litigation.  Except as provided in the Reports and Financial Statements,  or
otherwise  disclosed  to Arabian  Recab on Schedule  4.8 prior to the  Execution
Date,  there  are  no  actions,   suits,  claims,   inquiries,   proceedings  or
investigations  before  any court,  tribunal,  commission,  bureau,  regulatory,
administrative or governmental agency, arbitrator,  body or authority pending or
threatened  against Reality which would  reasonably be expected to result in any
liabilities,  including  defense  costs,  in  excess  of  $10,000  U.S.  in  the
aggregate. Reality is not the named subject of any order, judgment or decree and
is not in default with respect to any such order, judgment or decree.


                                       10


4.9 Taxes and Tax  Returns.  Except as provided  in the  Reports  and  Financial
Statements, or otherwise disclosed to Arabian Recab on Schedule 4.9 prior to the
Execution  Date,  Reality has timely and correctly filed tax returns and reports
(collectively,  "Returns")  required by applicable  law to be filed  (including,
without  limitation,  estimated  tax  returns,  income tax  returns,  excise tax
returns, sales tax returns, use tax returns, property tax returns, franchise tax
returns,  information  returns  and  withholding,  employment  and  payroll  tax
returns) and all such returns were (at the time they were filed)  correct in all
material  respects,  and have paid all taxes,  levies,  license and registration
fees, charges or withholdings of any nature whatsoever reflected on such Returns
to be owed and which have  become due and  payable  except for any that is being
contested in good faith.  Any unpaid U.S.  Federal  income  taxes,  interest and
penalties of Reality do not exceed $5,000 U.S. in the aggregate.

4.10 Employees. Reality has one (1) employee, Mr. Steve Careaga, Chief Executive
Officer.

4.11 Compliance with Applicable Law. Reality affirms that:

      4.11.1 Reality holds all licenses,  certificates,  franchises, permits and
other governmental  authorizations  ("Permits") necessary for the lawful conduct
of its business and such Permits are in full force and effect, and Reality is in
all material respects complying  therewith,  except where the failure to possess
or comply with such Permits would not have, in the aggregate, a Material Adverse
Effect on Reality .

      4.11.2 Reality is and for the past three years has been in compliance with
all  foreign,  federal,  state  and local  laws,  statutes,  ordinances,  rules,
regulations and orders applicable to the operation,  conduct or ownership of its
business or  properties  except for any  noncompliance  which is not  reasonably
likely to have, in the aggregate, a Material Adverse Effect on Reality .

4.12  Contracts  and  Agreements.  Reality  is not a party  to or  bound  by any
commitment,  contract,  agreement or other  instrument  which  involves or could
involve  aggregate  future  payments by Reality of more than $10,000 U.S.,  (ii)
Reality is not a party to or bound by any  commitment,  contract,  agreement  or
other  instrument  which is material to the  business,  operations,  properties,
assets or financial  condition of Reality , and (iii) no  commitment,  contract,
agreement or other instrument, other than charter documents, to which Reality is
a party or by which  Reality is bound,  limits the freedom of Reality to compete
in any line of  business  or with any  person.  Reality is not in default on any
contract, agreement or other instruments.

4.13 Affiliate Transactions.

      4.13.1  Except as otherwise  disclosed on Schedule  4.13,  Reality has not
engaged in, and is not  currently  obligated to engage in (whether in writing or
orally), any transaction with any Affiliated Person (as defined below) involving
aggregate payments by or to Reality of $10,000 U.S. or more.


                                       11


      4.13.2 For purposes of this Section 4.13, "Affiliated Person" means:

            (a) a director,  executive officer or Controlling Person (as defined
below) of Reality ;

            (b) a spouse of a director,  executive officer or Controlling Person
of Reality ;

            (c) a  member  of the  immediate  family  of a  director,  executive
officer, or Controlling Person of Reality who has the same home as such person;

            (d) any corporation or organization (other than Reality ) of which a
director,  executive  officer  or  Controlling  Person  of  Reality  is a  chief
executive  officer,  chief financial  officer,  or a person  performing  similar
functions or is a Controlling Person of such other corporation or organization;

            (e) any trust or estate in which a director,  executive officer,  or
Controlling  Person of Reality or the  spouse of such  person has a  substantial
beneficial  interest or as to which such person or his spouse  serves as trustee
or in a similar fiduciary capacity; and

            (f) for purposes of this Section  4.13,  "Controlling  Person" means
any person or entity which, either directly or indirectly,  or acting in concert
with one or more other persons or entities owns, controls or holds with power to
vote,  or holds  proxies  representing  ten  percent or more of the  outstanding
common stock or equity securities.

4.14 Limited Representations and Warranties.  Except for the representations and
warranties  of Arabian  Recab  expressly set forth in Section 3, Reality has not
relied  upon any  representation  and  warranty  made by or on behalf of Arabian
Recab in making its  determination  to enter into this  Agreement and consummate
the transactions contemplated by this Agreement.

4.15 Disclosure.  No statement  contained in the Schedules  delivered by Reality
hereunder contains any untrue statement of a material fact or omits any material
fact necessary in order to make a statement  herein or therein,  in light of the
circumstances under which it is made, not misleading.

4.16 Title to Property.

      4.16.1  Real  Property.  Reality  does  not  own  or  lease,  directly  or
indirectly, any real property.

      4.16.2  Environmental  Matters.   Reality  does  not  have  any  financial
liability under any environmental laws.

4.17 Personal  Property.  Reality does not own any personal property the current
fair market value of which is more than $1,000 U.S. in the aggregate.


                                       12


4.18  Intellectual  Property.  Reality  does  not  own  or  lease,  directly  or
indirectly, any Intellectual Property.  "Intellectual Property", for purposes of
this Agreement, shall mean: patents, patent applications,  trademarks, trademark
registrations,  applications for trademark  registration,  trade names,  service
marks,  registered  Internet  domain names,  licenses and other  agreements with
respect to any of the  foregoing to which  Reality is licensor or  licensee.  In
addition,  there are no pending or  threatened,  claims  against  Reality by any
person  as to any of the  Intellectual  Property,  or their  use,  or  claims of
infringement  by Reality on the rights of any person and no valid  basis  exists
for any such claims.

4.19  Insurance.  Reality does not own,  directly or  indirectly,  any insurance
policies with respect to the business and assets of Reality .

4.20  Powers  of  Attorney.  Reality  does  not  have  any  powers  of  attorney
outstanding  other than those in the ordinary course of business with respect to
routine matters.

4.21 Product  Claims.  No product or service  liability claim is pending against
Reality or against any other party with  respect to the  products or services of
Reality .

4.22 SEC Reports and Financial  Statements.  Reality has filed with the SEC, and
has heretofore  made available to Arabian Recab,  complete and correct copies of
all forms,  reports,  schedules,  statements and other documents  required to be
filed by  Reality  under  the  Securities  Act,  and the  Exchange  Act (as such
documents  have been  amended or  supplemented  since the time of their  filing)
(collectively, the "SEC Reports"). As of their respective dates, the SEC Reports
(including without  limitation,  any financial  statements or schedules included
therein) (a) did not contain any untrue statement of a material fact required to
be stated therein or necessary in order to make the statements made therein,  in
light of the circumstances  under which they were made, not misleading,  and (b)
complied  in all  material  respects  with the  applicable  requirements  of the
Securities  Act and Exchange Act (as the case may be) and all  applicable  rules
and  regulations  of the  SEC  promulgated  thereunder.  Each  of the  financial
statements  included  in the SEC  Reports  has  been  prepared  from,  and is in
accordance  with,  the books and records of Reality , complies with all material
respects with applicable  accounting  requirements  and with the published rules
and regulations of the SEC with respect thereto, has been prepared in accordance
with U.S. generally accepted  accounting  principles ("U.S.  GAAP") applied on a
consistent  basis during the periods involved (except as may be indicated in the
notes  thereto) and fairly  presents in all material  respects the  consolidated
results of operations and cash flows (and changes in financial position, if any)
of Reality , as at the date(s) thereof or for the period(s) presented therein.

4.23 Appraisal  Rights.  Reality has complied and is in full compliance with any
and all provisions of Nevada law relating to "appraisal rights".


                                       13


5. COVENANTS OF THE PARTIES.

5.1  Conduct of the  Business  of Reality . During the period  from the  Closing
Date,  and the Effective  Time,  Reality will conduct its business and engage in
transactions only in the ordinary course  consistent with past practice.  During
such  period,  Reality  will use its best  efforts to (a)  preserve its business
organization  intact,  and (b)  maintain its current  status as a company  whose
shares are traded on the Over The Counter  Bulletin Board. In addition,  without
limiting the generality of the  foregoing,  Reality agrees that from the date of
this Agreement to the Closing Date, except as otherwise consented to or approved
by Arabian Recab in writing (which consent or approval shall not be unreasonably
withheld,  delayed or conditioned) or as permitted or required by this Agreement
or as required by law, Reality will not:

      5.1.1 grant any severance or termination pay to or enter into or amend any
employment agreement with, or increase the amount of payments or fees to, any of
its employees,  officers or directors  other than salary  increases to employees
consistent with past increases;

      5.1.2  guarantee  the  obligations  of any person  except in the  ordinary
course of business consistent with past practice;

      5.1.3  enter into or amend or  terminate  any long term (one year or more)
contract (including real property leases);

      5.1.4  engage  or  participate  in any  material  transaction  or incur or
sustain  any  material  obligation  otherwise  than in the  ordinary  course  of
business;

      5.1.5 increase the number of employees;

      5.1.6 acquire any real property; or

      5.1.7 agree to do any of the foregoing.

5.2 No Solicitation and Liquidated  Damages.  During the period from the Closing
Date,  and  the  Effective  Time,  neither  Reality  nor  any of its  directors,
officers, shareholders,  representatives,  agents or other persons controlled by
any of them,  shall,  directly  or  indirectly  encourage  or  solicit,  or hold
discussions or  negotiations  with, or provide any  information to, any persons,
entity  or group  other  than  Arabian  Recab  concerning  any  merger,  sale of
substantial  assets not in the ordinary  course of  business,  sale of shares of
capital stock or similar transactions  involving Reality . Reality will promptly
communicate to Arabian Recab the identity of any interested or inquiring  party,
all relevant  information  surrounding  the interest or inquiry,  as well as the
terms  of any  proposal  that  Reality  may  receive  in  respect  of  any  such
transaction. If this Agreement is terminated by Reality due to uncured breach of
this Section 5.2, then Arabian Recab shall be entitled to  Twenty-Five  Thousand
Dollars  ($25,000)  U.S. from Reality as  liquidated  damages.  Such  liquidated
damages shall  constitute full payment and the exclusive  remedy for any damages
suffered  by  Arabian  Recab by  reason  of such  breach  and the  terms of this
Agreement.  Reality  and  Arabian  Recab  agree  that  actual  damages  would be
difficult to ascertain and that $25,000 U.S. is a fair and  equitable  amount to
reimburse Arabian Recab for such damages and the termination of this Agreement.


                                       14


5.3 Access to Properties and Records; Confidentiality.

      5.3.1  Reality  shall  permit   Arabian  Recab  and  its   representatives
reasonable  access to its  properties  and shall  disclose and make available to
Arabian  Recab all books,  papers and records  relating  to the  assets,  stock,
ownership,  properties,  obligations,  operations  and  liabilities of Reality ,
including  but not  limited  to, all books of  account  (including  the  general
ledger),  tax  records,  minute books of directors  and  stockholders  meetings,
organizational  documents,  bylaws,  material contracts and agreements,  filings
with any regulatory authority,  accountants work papers, litigation files, plans
affecting  employees,  and any other  business  activities or prospects in which
Arabian  Recab  may have a  reasonable  interest,  in each  case  during  normal
business  hours and upon  reasonable  notice.  Reality  shall not be required to
provide access to or disclose  information where such access or disclosure would
jeopardize  the  attorney-client  privilege or would  contravene  any law, rule,
regulation,  order, judgment,  decree or binding agreement entered into prior to
the date of this Agreement.  The parties will use all reasonable efforts to make
appropriate substitute disclosure  arrangements under circumstances in which the
restrictions of the preceding sentence apply.

      5.3.2  All  information  furnished  by  Reality  to  Arabian  Recab or the
representatives   or  affiliates  of  Arabian  Recab  pursuant  to,  or  in  any
negotiation  in connection  with,  this  Agreement  shall be treated as the sole
property of Reality until consummation of the Merger and if the Merger shall not
occur Arabian Recab and its  affiliates,  agents and advisors shall upon written
request  return  to  Reality  all  documents  or  other  materials   containing,
reflecting,  referring to such information, and shall keep confidential all such
information  and shall not  disclose  or use such  information  for  competitive
purposes for a period of two (2) years.  The obligation to keep such information
confidential  shall not apply to (i) any information which (w) Arabian Recab can
establish by evidence was already in its possession (subject to no obligation of
confidentiality)  prior to the  disclosure  thereof  by  Reality  ; (x) was then
generally  known to the public;  (y) becomes known to the public other than as a
result of actions by Arabian  Recab or by the  directors,  officers,  employees,
agents or  representatives  of Arabian  Recab;  or (z) was  disclosed to Arabian
Recab, or to the directors,  officers,  employees or  representatives of Arabian
Recab,  solely by a third party not bound by any obligation of  confidentiality;
or (ii)  disclosure in accordance  with the federal  securities  laws, a federal
banking  laws,  or  pursuant  to an  order  of a court or  agency  of  competent
jurisdiction.

5.4 Regulatory Matters.

      5.4.1 The parties will  cooperate  with each other and use all  reasonable
efforts to prepare all necessary documentation,  to effect all necessary filings
and to obtain all necessary permits, consents,  approvals, and authorizations of
all  third  parties  and   governmental   bodies  necessary  to  consummate  the
transactions contemplated by this Agreement including, without limitation, those
that may be required  from the SEC,  other  regulatory  authorities,  or Arabian
Recab's  shareholders.  Reality and  Arabian  Recab shall each have the right to
review  reasonably  in advance  all  information  relating to Reality or Arabian
Recab, as the case may be, and any of their  respective  subsidiaries,  together
with any other  information  reasonably  requested,  which appears in any filing
made with or written material  submitted to any governmental  body in connection
with the transactions contemplated by this Agreement.


                                       15


      5.4.2  Reality and Arabian  Recab will  promptly  furnish  each other with
copies of written communications  received by Reality or Arabian Recab or any of
their respective subsidiaries from, or delivered by any of the foregoing to, any
governmental body in respect of the transactions contemplated by this Agreement.

5.5 Further  Assurances.  Subject to the terms and conditions of this Agreement,
each of the parties agrees to use all commercially  reasonable  efforts to take,
or cause to be taken,  all  action  and to do, or cause to be done,  all  things
necessary,  proper  or  advisable  under  applicable  laws  and  regulations  to
consummate and make effective the transactions contemplated by this Agreement.

5.6 Public  Announcements.  Prior to the Effective  Time, no party will issue or
distribute any information to its  shareholders or employees,  any news releases
or any other public  information  disclosures  with respect to this Agreement or
any of the  transactions  contemplated by this Agreement  without the consent of
the other parties or their designated representative, except as may be otherwise
required by law.

5.7 Appraisal and  Dissenters'  Rights.  Notwithstanding  any other provision in
this Agreement to the contrary,  Arabian Recab agrees to be responsible  for any
and all payments  required to be made by Reality to  shareholders  of Reality in
connection with the "appraisal" and/or  "dissenters"  rights provided to Reality
shareholders under Nevada law.

6. CONDITIONS PRECEDENT TO ARABIAN RECAB'S OBLIGATIONS.

The obligations of Arabian Recab to consummate the transactions  contemplated by
this  Agreement are subject to  satisfaction  of the following  conditions at or
before the Effective Time and may be waived only in writing by Arabian Recab:

6.1 Reality 's Covenants,  Representations  and  Warranties.  All the covenants,
terms and  conditions  of this  Agreement  to be complied  with or  performed by
Reality  at or before the  Effective  Time  shall  have been  complied  with and
performed in all respects. The representations and warranties made by Reality in
this  Agreement  shall be complete and correct at and as of the  Effective  Time
with the same force and effect as though such representations and warranties had
been made at and as of the Effective Time.

6.2  Delivery of  Documents  by Reality . Reality  shall have duly  executed and
delivered, or caused to be executed and delivered this Agreement and the Reality
Closing Documents.

6.3 Reality  Shareholder  Approval.  This Agreement shall have been approved and
adopted  by the  affirmative  votes of that  amount of  Reality  's  outstanding
capital stock  necessary for the  consummation  of the Merger pursuant to Nevada
law.


                                       16


6.4 Other Approvals.  All authorizations,  consents,  orders or approvals of any
United  States  federal  or  state   governmental   agency   necessary  for  the
consummation  of the Merger or the  transactions  contemplated by this Agreement
(other than such actions,  approvals or filings which,  pursuant to the terms of
this  Agreement,  are to take  place on or after the  Closing)  shall  have been
filed, occurred or been obtained.

6.5 No Litigation. No administrative  investigation,  action, suit or proceeding
seeking to enjoin the  consummation  of the  transactions  contemplated  by this
Agreement shall be pending or threatened.

6.6 Current Liabilities of Reality . Reality 's liabilities shall not materially
deviate from that reflected in its Form 10-KSB for the year ended  September 30,
2004 nor from that  reflected in its most recently filed Form 10-QSB filed prior
to the Execution Date and/or most recently Financial Statement and the Reports.

6.7 Appraisal Rights. Reality shall have complied with any and all provisions of
the Nevada General Business Law relating to "appraisal rights".

6.8 Absence of Material Change. There shall have been no change in the business,
operations,  financial  condition  or  liabilities  of  Reality as stated in the
Financial Statements that has had a Material Adverse Effect on Reality .

6.9  Certificate.  A  certificate  issued  by  the  Nevada  Secretary  of  State
indicating   that  Reality  is  qualified  and  in  good  standing  within  such
jurisdiction shall have been delivered to Arabian Recab.

6.10 Due  Diligence.  Arabian  Recab shall be satisfied  with its due  diligence
review of Reality and all of Reality 's affiliated entities  including,  but not
limited  to, any  subsidiaries,  parents or  brother or sister  corporations  of
Reality .

6.11 Closing  Schedules.  Reality shall, along with and as part of the requisite
Closing Documents,  submit a schedule of outstanding liabilities to be satisfied
in accordance with Arabian  Recab's  expectations as set forth in this Agreement
prior to, and as a condition of, the closing.

7. CONDITIONS PRECEDENT TO REALITY 'S OBLIGATIONS.

The obligations of Reality to consummate the  transactions  contemplated by this
Agreement are subject to satisfaction  of the following  conditions at or before
the Effective Time and may be waived only in writing by Reality :

7.1  Arabian  Recab's  Covenants,   Representations  and  Warranties.   All  the
covenants,  terms  and  conditions  of this  Agreement  to be  complied  with or
performed  by  Arabian  Recab on or before  the  Effective  Time shall have been
complied with and performed in all respects.  The representations and warranties
made by Arabian Recab in this Agreement  shall be complete and correct at and as
of  the  Effective   Time  with  the  same  force  and  effect  as  though  such
representations and warranties had been made at and as of the Effective Time.


                                       17


7.2  Delivery  of  Documents  by Arabian  Recab.  Arabian  Recab shall have duly
executed and delivered,  or caused to be executed and delivered, to Reality , or
at its  direction,  this  Agreement,  Recab  Rights and  Arabian  Recab  Closing
Documents.

7.3 Other Approvals.  All authorizations,  consents,  orders or approvals of any
United  States  federal  or  state   governmental   agency   necessary  for  the
consummation  of the Merger or the  transactions  contemplated by this Agreement
(other than such actions,  approvals or filings which,  pursuant to the terms of
this  Agreement,  are to take  place on or after the  Closing)  shall  have been
filed, occurred or been obtained.

7.4 Arabian Recab Shareholder Approval.  This Agreement shall have been approved
and  adopted  by the  affirmative  votes  of  that  amount  of  Arabian  Recab's
outstanding  capital stock necessary for the consummation of the Merger pursuant
to the Applicable Law.

7.5 No Litigation. No administrative  investigation,  action, suit or proceeding
seeking to enjoin the  consummation  of the  transactions  contemplated  by this
Agreement shall be pending or threatened.

7.6 Due Diligence.  Reality shall be satisfied with its due diligence  review of
Arabian Recab and all of Arabian Recab's affiliated entities including,  but not
limited  to, any  subsidiaries,  parents or  brother or sister  corporations  of
Arabian Recab.

8. TERMINATION.

8.1 Termination of Agreement. This Agreement shall terminate as follows:

      (a) at any  time  prior  to  the  Effective  Time  by the  mutual  written
agreement of all parties;

      (b)  by  Arabian  Recab,   in  the  event  of  a  breach  of  any  of  the
representations  or  warranties or covenants  made by Reality in this  Agreement
that has not been cured  within 30 days after notice of such breach as delivered
to Reality by Arabian Recab;

      (c) by Reality in the event of any of the  representations  or  warranties
made by Arabian Recab in this  Agreement  that has not been cured within 30 days
after notice of such breach as delivered to Arabian Recab by Reality ; or


                                       18


      (d) by either  Reality or Arabian  Recab if the  Effective  shall have not
occurred  by October 22, 2005 (the "Upset  Date")  provided,  however,  that the
right to terminate this Agreement pursuant to this clause shall not be available
to any party whose failure to fulfill any  obligation of this Agreement has been
the cause of, or  resulted  in, the failure of the  Effective  Time to have been
reached on or prior to such date.

9. MISCELLANEOUS.

9.1 Tax Treatment by the Parties.  Unless otherwise required by law, the parties
shall treat the Merger as a reorganization under Section 368 of the Code for all
tax reporting  purposes;  furthermore,  the parties shall not take, and have not
taken,  any action that is  inconsistent  with  reorganization  treatment  under
Section 368 of the Code.

9.2 No Third Party Beneficiaries.  This Agreement shall not confer any rights or
remedies  upon any person or entity other than the parties and their  respective
successors and assigns.

9.3 Successors and Assigns.  No party may assign either this Agreement or any of
its rights,  interests,  or obligations  under this Agreement  without the prior
written consent of all other parties.  Subject to the foregoing,  this Agreement
shall be  binding  upon and  inure  to the  benefit  of the  parties  and  their
respective permitted successors and assigns.

9.4   Notices.  All  notices,  requests,  demands,  claims,  consents  and other
      communications  required or  permitted  under this  Agreement  shall be in
      writing.  Any notice,  request,  demand,  claim,  communication or consent
      under this Agreement shall be deemed duly given if (and shall be effective
      two business  days after) it is sent by  certified  mail,  return  receipt
      requested, postage prepaid, and addressed to the intended recipient as set
      forth below:

      If to Arabian Recab:

                                               Patrick Lochrie
                                               1314 E Las Olas Blvd #222
                                               Fort Lauderdale, FL 33301

                                               The Otto Law Group
      With a copy (which shallnot              601 Union Street, Suite 4500
      constitute notice) to:                   Seattle, WA  98101
                                               Attention:  David M. Otto

      If to Reality :                          Mr. Steve Careaga
                                               C.E.O.
                                               4916 Point Fosdick Dr., Suite 102
                                               Gig Harbor, WA 98335

      With a copy (which shall not             The Otto Law Group
      constitute notice) to:                   601 Union Street, Suite 4500
                                               Seattle, WA  98101
                                               Attention:  David M. Otto


                                       19


9.5  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the domestic  laws of the State of  Washington  without  giving
effect to any choice or conflict of law  provision or rule (whether of the State
of Washington or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Washington.

9.6  Amendments  and Waivers.  This Agreement may be amended or waived only in a
writing signed by the party against which enforcement of the amendment or waiver
is sought.

9.7  Survival  of  Representations  and  Warranties.   The  representations  and
warranties  set forth in Sections 3 and 4 of this  Agreement  shall  survive the
Effective  Time and  continue in full force and effect for a period of two years
after the Effective Time.

9.8  Severability.  Any term or provision of this  Agreement that is found to be
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of its  remaining  terms and  provisions or the
validity or  enforceability  of the  offending  term or  provision  in any other
situation or in any other jurisdiction.

9.9 Headings.  The section headings contained in this Agreement are inserted for
convenience  only and shall not affect in any way the meaning or  interpretation
of this Agreement.

9.10 Construction.  The parties have participated jointly in the negotiation and
drafting of this  Agreement.  In the event an ambiguity or question of intent or
interpretation  arises,  this Agreement shall be construed as if drafted jointly
by the parties  and no  presumption  or burden of proof shall arise  favoring or
disfavoring  any party by virtue of the  authorship of any of the  provisions of
this Agreement.  Any reference to any federal,  state, local, or foreign statute
or law shall be deemed  also to refer to all rules and  regulations  promulgated
thereunder,  unless the context requires  otherwise.  The word "including" shall
mean including without limitation.

9.11 Incorporation of Schedules. The Schedules referred to in and/or attached to
this Agreement are incorporated in this Agreement by this reference.

9.12 Counterparts. This Agreement may be executed in any number of counterparts,
each of which  shall be  deemed  an  original  but all of  which  together  will
constitute  one and  the  same  document.  This  Agreement  may be  executed  by
facsimile.

9.13 Entire Agreement.  This Agreement  (including the Schedules  referred to in
and/or attached to this Agreement), which constitutes the entire agreement among
the parties, supersedes any prior understandings, agreements, or representations
by or among the parties, written or oral to the extent they relate in any way to
the  subject  matter of this  Agreement,  and may only be  changed  by a writing
signed by both parties.


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9.14. No Finders and Brokers. No agent, broker,  person or firm acting on behalf
of Reality or Arabian  Recab under its  authority  is or will be entitled to any
commission,  broker,  finder, or financial advisory fees from any of the parties
hereto in connection with any of the transactions contemplated herein.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the date first listed above.

                                    Reality :

                                    REALITY WIRELESS NETWORKS, INC.:

                                    By: /s/ Steve Careaga
                                        ----------------------------------------
                                    Name: Steve Careaga
                                    Title: Chief Executive Officer

                                    Arabian Recab:

                                    ARABIAN RECAB, LLC

                                    By: /s/ Patrick Lochrie
                                        ----------------------------------------
                                    Name: Patrick Lochrie
                                    Title: President and Chief Executive Officer

                                    ACQUISITION SUB:

                                    REALITY ACQUISITION, INC.

                                    By: /s/ Steve Careaga
                                        ----------------------------------------
                                    Name: Steve Careaga
                                    Title: President and Secretary

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