LETTER OF INTENT (LOI)

[SPARK]

RWLN... On November 10, 2004 the Company and Genesis Electronics, Inc. ("Genesis")
entered into an agreement to merge Genesis with and into Reality Wireless
Networks and to rename the Company Genesis Electronics, Inc. (the "reverse
merger"). The agreement provides that all of the shares of common stock of
Genesis issued and outstanding at the time the merger becomes effective under
applicable state law (the "Effective Time") will be converted into common stock
of Registrant such that the current holder of Genesis common stock will hold 97%
of all shares of Registrant's common stock outstanding immediately after the
closing of this merger transaction. The obligation of Genesis to close is
conditioned on, among other things, the satisfactory completion of due diligence
review and the reduction of Registrant's liabilities to $50,000 or less. The
agreement may be terminated at any time prior to the Effective Time by written
agreement; by Genesis for breach of any of the representations and warranties or
covenants of Registrant if such breach is not cured within thirty days of
written notice; by Registrant for breach of any Genesis representations and
warranties or covenants if such breach is not cured within thirty days of
written notice.