53 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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Title: 53 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER
Governing Law: Washington Date: 11/12/2004
Industry: Software and Programming Law Firm: The Otto Law Group, PLLC Sector: Technology

EXHIBIT 2.2

AGREEMENT AND PLAN OF MERGER

between

REALITY WIRELESS NETWORKS, INC

and

GENESIS ELECTRONICS, INC.

Dated as of November 10, 2004

TABLE OF CONTENTS

ARTICLE I DEFINITIONS ...................................................... 4

SECTION 1.01 Certain Defined Terms ............................. 4

ARTICLE II THE MERGER ...................................................... 8

SECTION 2.01 The Merger ........................................ 8

SECTION 2.02 Closing ........................................... 8

SECTION 2.03 Effective Time .................................... 9

SECTION 2.04 Effect of the Merger .............................. 9

SECTION 2.05 Certificate of Incorporation; Bylaws; Directors and

Officers of Surviving Corporation ................. 9

ARTICLE III CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

SECTION 3.01 Conversion of Securities .......................... 10

SECTION 3.02 Exchange of Securities Other than Treasury Shares . 10

SECTION 3.03 Stock Transfer Books .............................. 12

SECTION 3.04 No Fractional Share Certificates .................. 13

SECTION 3.05 Options to Purchase Company Common Stock .......... 13

SECTION 3.06 Unvested Stock .................................... 14

SECTION 3.07 Certain Adjustments ............................... 14

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF GENESIS ....................... 15

SECTION 4.01 Organization and Qualification; Subsidiaries ...... 15

SECTION 4.02 Certificate of Incorporation and Bylaws ........... 15

SECTION 4.03 Capitalization .................................... 15

SECTION 4.04 Authority Relative to This Agreement .............. 16

SECTION 4.05 No Conflict; Required Filings and Consents ........ 17

SECTION 4.06 Permits; Compliance with Laws ..................... 17

SECTION 4.07 Financial Statements .............................. 18

SECTION 4.08 Absence of Certain Changes or Events .............. 18

SECTION 4.09 Employee Benefit Plans; Labor Matters ............. 18

SECTION 4.10 Certain Tax Matters ............................... 20

SECTION 4.11 Contracts ......................................... 20

SECTION 4.12 Litigation ........................................ 20

<PAGE>

SECTION 4.13 Purposely Left Blank .............................. 20

SECTION 4.14 Intellectual Property ............................. 20

SECTION 4.15 Taxes ............................................. 22

SECTION 4.16 Insurance ......................................... 23

SECTION 4.17 Properties ........................................ 23

SECTION 4.18 Business Activity Restriction ..................... 23

SECTION 4.19 Certain Business Practices ........................ 24

ARTICLE V REPRESENTATIONS AND WARRANTIES OF REALITY WIRELESS

SECTION 5.01 Organization and Qualification; Subsidiaries ...... 24

SECTION 5.02 Certificate of Incorporation and Bylaws ........... 24

SECTION 5.03 Capitalization .................................... 25

SECTION 5.04 Authority Relative to this Agreement .............. 25

SECTION 5.05 No Conflict; Required Filings and Consents ........ 26

SECTION 5.06 Permits; Compliance with Laws ..................... 26

SECTION 5.07 SEC Filings; Financial Statements ................. 27

SECTION 5.08 Absence of Certain Changes of Events .............. 28

SECTION 5.09 Employee Benefits; Labor Markets .................. 28

SECTION 5.10 Certain Tax Matters ............................... 29

SECTION 5.11 Contracts ......................................... 30

SECTION 5.12 Litigation ........................................ 30

SECTION 5.13 Purposely Left Blank .............................. 30

SECTION 5.14 Intellectual Property ............................. 30

SECTION 5.15 Taxes ............................................. 32

SECTION 5.16 Insurance ......................................... 32

SECTION 5.17 Properties ........................................ 33

SECTION 5.18 Business Activity Restriction ..................... 33

SECTION 5.19 Certain Business Practices ........................ 33

ARTICLE VI COVENANTS ....................................................... 34

SECTION 6.01 Conduct of Business by Company Pending the Closing 34

SECTION 6.02 Notices of Certain Events ......................... 36

SECTION 6.03 Access to Information; Confidentiality ............ 36

SECTION 6.04 No Solicitation of Transactions ................... 38

SECTION 6.05 Tax-Free Transaction .............................. 39

SECTION 6.06 Control of Operations ............................. 39

SECTION 6.07 Further Action; Consents; Filings ................. 39

SECTION 6.08 Additional Reports ................................ 40

SECTION 6.09 Purposely Left Blank ................................... 40

SECTION 6.10 Conduct of Business by Reality Wireless ................ 40

ARTICLE VII ADDITIONAL AGREEMENTS .......................................... 42

SECTION 7.01 Board and Stockholders' Meetings .................. 42

SECTION 7.02 Certain Settlements ............................... 43

SECTION 7.03 Completion of Certain Schedules ................... 43

<PAGE>

SECTION 7.04 Completion of Genesis Reports ..................... 44

SECTION 7.05 Public Announcements .............................. 44

SECTION 7.06 OTCBB Listing ..................................... 45

SECTION 7.07 Blue Sky .......................................... 45

ARTICLE VIII CONDITIONS TO THE MERGER ...................................... 45

SECTION 8.01 Conditions to the Obligations of Each Party to

Consummate the Merger ............................. 45

SECTION 8.02 Conditions to the Obligations of Company .......... 46

SECTION 8.03 Conditions to the Obligations of Reality Wireless . 47

ARTICLE IX POST-CLOSING COVENANTS .......................................... 48

SECTION 9.01 Audited Financials of Genesis ..................... 48

ARTICLE X TERMINATION, AMENDMENT AND WAIVER ................................ 48

SECTION 10.01 Termination ....................................... 48

SECTION 10.02 Effect of Termination ............................. 49

SECTION 10.03 Amendment ......................................... 49

SECTION 10.04 Waiver ............................................ 50

SECTION 10.05 Expenses .......................................... 50

ARTICLE X GENERAL PROVISIONS ............................................... 50

SECTION 11.01 Non-Survival of Representations and Warranties .... 50

SECTION 11.02 Notices ........................................... 50

SECTION 11.03 Severability ...................................... 51

SECTION 11.04 Assignment; Binding Effect; Benefit ............... 51

SECTION 11.05 Incorporation of Exhibits ......................... 52

SECTION 11.06 Governing Law ..................................... 52

SECTION 11.07 Waiver of Jury Trial .............................. 52

SECTION 11.08 Headings; Interpretation .......................... 52

SECTION 11.09 Counterparts ...................................... 53

SECTION 11.10 Entire Agreement .................................. 53

SCHEDULES AND EXHIBITS

EXHIBITS

SCHEDULES

SCHEDULE Reality Wireless Disclosure Schedule

SCHEDULE Genesis Disclosure Schedule

<PAGE>

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (as amended, supplemented or otherwise

modified from time to time, this "Agreement"), dated as of November 10, 2004

(the "Execution Date"), among Reality Wireless Networks, Inc., a Nevada

corporation ("Reality Wireless") and GENESIS ELECTRONICS, INC., a Delaware

corporation ("Genesis"):

W I T N E S S E T H:

WHEREAS, the boards of directors of Reality Wireless and Genesis

have determined that it is advisable and in the best interests of their

respective companies and stockholders to enter into a business combination by

means of the merger of Genesis into Reality Wireless (the "Merger") and have

approved and adopted this Agreement;

WHEREAS, upon the terms and subject to the conditions of this

Agreement and in accordance with the Nevada Revised Statutes (the "NRS") and the

Corporations Code of the State of Delaware (the "DE Code"), Reality Wireless

will acquire all of the common stock of Genesis through statutory merger of

Genesis into Reality Wireless;

WHEREAS, for United States Federal income tax purposes, it is

intended that the Merger shall qualify as a tax-free reorganization under

Section 368(a) of the Internal Revenue Code of 1986, as amended (together with

the rules and regulations promulgated thereunder, the "Code"), and that this

Agreement shall be, and hereby is, adopted as a plan of reorganization for

purposes of Section 368 of the Code;

NOW, THEREFORE, in consideration of the foregoing and the

representations, warranties, covenants and agreements set forth herein, and

other good and valuable consideration, the receipt and adequacy of which are

hereby acknowledged, and intending to be legally bound hereby, the parties

hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Certain Defined Terms

Unless the context otherwise requires, the following terms, when

used in this Agreement, shall have the respective meanings specified below (such

meanings to be equally applicable to the singular and plural forms of the terms

defined):

"Affiliate" shall mean, with respect to any person, any other person

that controls, is controlled by or is under common control with the first

person.

"Blue Sky Laws" shall mean state securities or "blue sky" laws.

<PAGE>

"Business day" shall mean any day on which the principal offices of

the SEC in Washington, D.C. are open to accept filings, or, in the case of

determining a date when any payment is due, any day on which banks are not

required or authorized by law or executive order to close in New York.

"Competing Transaction" shall mean any of the following involving

Genesis or Reality Wireless, as the case may be (other than the Merger):

(i) any merger, consolidation, share exchange, business

combination or other similar transaction;

(ii) any sale, lease, exchange, mortgage, pledge, transfer or

other disposition of 20% or more of the assets of such party and its

subsidiaries, taken as a whole, in a single transaction or series of

transactions;

(iii) any license, joint venture or other arrangement pursuant

to which Genesis provides or permits access to all or a majority of its data (on

a value basis) to a third party;

(iv) any tender offer or exchange offer for 80% or more of the

outstanding voting securities of such party or the filing of a registration

statement under the Securities Act in connection therewith;

(v) any person having acquired beneficial ownership or the

right to acquire beneficial ownership of, or any "group" (as such term is

defined under Section 13(d) of the Exchange Act) having been formed that

beneficially owns or has the right to acquire beneficial ownership of, 80% or

more of the outstanding voting securities of such party;

(vi) any solicitation in opposition to the approval of this

Agreement by the stockholders of such party; or

(vii) any public announcement of a proposal, plan or intention

to do any of the foregoing or any agreement to engage in any of the foregoing.

"Confidential Information" shall mean information regarding each party

and its business, including the whole or a portion of the knowledge or know-how

regarding the specifications, methods, standards, processes and operating

procedures of the party, which is hereby acknowledged as proprietary to each

party, and shall include all discussions and correspondence regarding the

business relationship created between the parties in connection with this

Agreement (including but not limited to strategies and plans regarding such

business relationship).

"$" shall mean United States Dollars.

<PAGE>

"ERISA" shall mean the Employee Retirement Income Security Act of

1974, as amended.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended, together with the rules and regulations promulgated thereunder.

"Expenses" shall mean, with respect to any party hereto, all

documented out-of-pocket expenses (including, without limitation, all fees and

expenses of counsel, accountants, investment bankers, experts and consultants to

a party hereto and its affiliates) incurred by such party or on its behalf in

connection with or related to the authorization, preparation, negotiation,

execution and performance of its obligations pursuant to this Agreement and the

consummation of the Merger, the preparation, printing, filing and mailing of the

Registration Statement and the Joint Proxy Statement, the solicitation of

stockholder approvals, the filing of HSR Act notice ("HSR Act" shall mean the

Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, together with

the rules and regulations promulgated thereunder.), if any, and all other

matters related to the transactions contemplated hereby and the closing of the

Merger.

"Genesis Disclosure Schedule" shall mean the disclosure schedule

delivered by Genesis to Reality Wireless prior to the Closing of this Agreement

and forming a part hereof.

"Genesis Intellectual Property" shall mean all patents (including,

without limitation, all U.S. and foreign patents, patent applications, patent

disclosures, and any and all divisions, continuations, continuations-in-part,

reissues, re-examinations and extensions thereof), design rights, trademarks,

trade names and service marks (whether or not registered), trade dress, Internet

domain names, copyrights (whether or not registered) and any copyright renewal

rights, sui generis database rights, statistical models, technology, inventions,

supplier lists, trade secrets, know-how, computer software programs or

applications in both source and object code form, databases, technical

documentation of such software programs ("Technical Documentation"),

registrations and applications for any of the foregoing and all other tangible

or intangible proprietary information or materials that were material to

Genesis's business or are currently used in Genesis's business in any product,

technology or process (i) currently being or formerly manufactured, published or

marketed by Genesis or (ii) previously or currently under development for

possible future manufacturing, publication, marketing or other use by Genesis.

"Genesis Material Adverse Effect" shall mean any change in or effect

on the business of Genesis that, individually or in the aggregate (taking into

account all other such changes or effects), is, or is reasonably likely to be,

materially adverse to the business, assets, liabilities, financial condition or

results of operations of Genesis, taken as a whole, except to the extent that

any such change in or effect results from (i) changes in general economic

conditions or changes affecting the industry generally in which Genesis operates

(provided that such changes do not affect Genesis in a materially

disproportionate manner), and (ii) any litigation or loss of customers or

revenues that Genesis successfully bears the burden of proving arose from

Genesis entering into this Agreement.

<PAGE>

"Genesis Stock Plans" shall mean Genesis's Stock Option Plan.

"Governmental Entity" shall mean any United States Federal, state or

local or any foreign governmental, regulatory or administrative authority,

agency or commission or any court, tribunal or arbitral body.

"Governmental Order" shall mean any order, writ, judgment,

injunction, decree, stipulation, determination or award entered by or with any

Governmental Entity.

"IRS" shall mean the United States Internal Revenue Service.

"Law" shall mean any Federal, state, foreign or local statute, law,

ordinance, regulation, rule, code, order, judgment, decree, other requirement or

rule of law of the United States or any other jurisdiction, and any other

similar act or law.

"Person" shall mean an individual, corporation, partnership, limited

partnership, limited liability company, limited liability partnership,

syndicate, person (including, without limitation, a "person" as defined in

Section 13(d)(3) of the Exchange Act), trust, association, entity or government

or political subdivision, agency or instrumentality of a government.

"Reality Wireless Disclosure Schedule" shall mean the disclosure

schedule delivered by Reality Wireless to Genesis prior to the execution of this

Agreement and forming a part hereof.

"Reality Wireless Material Adverse Effect" shall mean any change in or

effect on the business of Reality Wireless and the Reality Wireless Subsidiaries

that, individually or in the aggregate (taking into account all other such

changes or effects), is, or is reasonably likely to be, materially adverse to

the business, assets, liabilities, financial condition or results of operations

of Reality Wireless and the Reality Wireless Subsidiaries, taken as a whole,

except to the extent that any such change in or effect results from (i) changes

in general economic conditions or changes affecting the industry generally in

which Reality Wireless operates (provided that such changes do not affect

Reality Wireless in a materially disproportionate manner) and (ii) any

litigation or loss of customers or revenues that Reality Wireless successfully

bears the burden of proving arose from Reality Wireless entering into this

Agreement; provided, however, that in no event shall a decrease in the trading

price of Reality Wireless Common Stock or litigation relating thereto be

considered an Reality Wireless Material Adverse Effect.

"Reality Wireless Stock Plans" shall mean Reality Wireless's 2003 Stock

Plan.

"Securities Act" shall mean the Securities Act of 1933, as amended,

together with the rules and regulations promulgated thereunder.

<PAGE>

"Subsidiary" shall mean, with respect to any person, any corporation,

partnership, limited partnership, limited liability company, limited liability

partnership, joint venture or other legal entity of which such person (either

alone or through or together with any other subsidiary of such person) owns,

directly or indirectly, a majority of the stock or other equity interests, the

holders of which are generally entitled to vote for the election of the board of

directors or other governing body of such corporation or other legal entity.

"Tax" shall mean (i) any and all taxes, fees, levies, duties, tariffs,

imposts and other charges of any kind (together with any and all interest,

penalties, additions to tax and additional amounts imposed with respect thereto)

imposed by any Governmental Entity or taxing authority, including, without

limitation, taxes or other charges on or with respect to income, franchises,

windfall or other profits, gross receipts, property, sales, use, capital stock,

payroll, employment, social security, workers' compensation, unemployment

compensation or net worth; taxes or other charges in the nature of excise,

withholding, ad valorem, stamp, transfer, value-added or gains taxes; license,

registration and documentation fees; and customers' duties, tariffs and similar

charges; (ii) any liability for the payment of any amounts of the type described

in (i) as a result of being a member of an affiliated, combined, consolidated or

unitary group for any taxable period; and (iii) any liability for the payment of

amounts of the type described in (i) or (ii) as a result of being a transferee

of, or a successor in interest to, any Person or as a result of an express or

implied obligation to indemnify any person.

"Tax Return" shall mean any return, statement or form (including,

without limitation, any estimated tax reports or return, withholding tax reports

or return and information report or return) required to be filed with respect to

any Taxes.

ARTICLE II

THE MERGER

SECTION 2.01 The Merger

Upon the terms and subject to the conditions set forth in this

Agreement, and in accordance with the NRS and the DE Code, at the Effective Time

(as defined in Section 2.03), Genesis shall be merged with and into Reality

Wireless. As a result of the Merge the separate corporate existence of Genesis

shall cease and Reality shall continue as the surviving corporation of the

Merger (the "Surviving Corporation").

SECTION 2.02 Closing

Unless this Agreement shall have been terminated and the Merger herein

contemplated shall have been abandoned pursuant to Section 10.01, and subject to

the satisfaction or waiver of the conditions set forth in Article VIII, the

consummation of the Merger shall take place as promptly as practicable (and in

any event within three business days) after satisfaction or waiver of the

conditions set forth in Article VIII, at a closing (the "Closing") to be held at

<PAGE>

the offices of The Otto Law Group, PLLC, 900 Fourth Avenue, Suite 3140, Seattle,

Washington 98164, unless another date, time or place is agreed to by Reality

Wireless and Genesis.

SECTION 2.03 Effective Time

At and after the time of the Closing, the parties shall cause the

Merger to be consummated by filing a certificate of merger (the "Certificate of

Merger") with the Secretary of State of the State of Nevada in such form as

required by, and executed in accordance with the relevant provisions of the NRS

and the DE Code (the date and time of such filing, or such later date and time

as may be set forth therein, being the "Effective Time").

SECTION 2.04 Effect of the Merger

At the Effective Time, the effect of the Merger shall be as provided in

the applicable provisions of the NRS and the DE Code. Without limiting the

generality of the foregoing, and subject thereto, at the Effective Time, all the

property, rights, privileges, powers and franchises of Genesis and Reality

Wireless shall vest in Reality as the Surviving Corporation, and all debts,

liabilities and duties of Genesis and Reality shall become the debts,

liabilities and duties of Reality as the Surviving Corporation.

SECTION 2.05 Certificate of Incorporation; Bylaws; Directors and

Officers

Unless otherwise agreed by Reality Wireless and Genesis before the

Effective Time, at the Effective Time:

(a) the officers of Genesis immediately prior to the Effective Time

shall be the officers of the Surviving Corporation (defined herein) from and

after the Effective Time, in each case until their successors are elected or

appointed and qualified or until their resignation or removal; and

(b) the Directors of Genesis immediately prior to the Effective Time

shall be the Directors of the Surviving Corporation from and after the Effective

Time, in each case until their successors are elected or appointed and qualified

or until their resignation or removal and, immediately prior to the Effective

Time, all Directors of Reality Wireless shall resign their positions.

<PAGE>

ARTICLE III

CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

SECTION 3.01 Conversion of Securities

At the Effective Time, by virtue of the Merger, and without any

action on the part of Reality Wireless or Genesis or the holders of any of the

following securities:

(a) all the shares of Common Stock of Genesis ("Genesis Common

Stock") issued and outstanding immediately before the Effective Time (excluding

those held in the treasury of Genesis or owned by any wholly owned subsidiary of

Genesis) and all rights in respect thereof, shall, forthwith cease to exist and

be converted into and become exchangeable for ninety-seven percent (97%) of

issued shares (the "Common Exchange Ratio") of common stock, $.001 par value, of

Reality Wireless ("Reality Wireless Common Stock");

(b) each share of Genesis Common Stock held in the treasury of

Genesis immediately prior to the Effective Time shall be canceled and retired

and, with respect to the retired shares, no shares of stock or other securities

of Reality Wireless, the Surviving Corporation or any other corporation shall be

issuable, and no payment or other consideration shall be made; and

with this Section 3.01 shall bear restrictive legends limited sale to third

parties, subject to: (1) the provisions of Rule 144 of the Securities Act of

1933, (2) a "reoffer prospectus" in compliance with Form S-8, or (3) a valid

registration statement. The parties hereby represent and warrant that

shareholders in connection this Section 3.01 shall not sell the Shares expect as

provided in (1), (2) and/or (3) of this Section or an otherwise valid exception

to the Securities Act.

SECTION 3.02 Exchange of Securities Other than Treasury Shares

(a) Exchange Agent. Prior to the Effective Time, Reality Wireless

shall enter into an agreement with its transfer agent, Pacific Stock Transfer,

Inc., to act as exchange agent for the Merger (the "Exchange Agent") and the

Exchange Agent, as Genesis hereby acknowledges.

(b) Reality Wireless to Provide Stock. Promptly after the Effective

Time, Reality Wireless shall make available to the Exchange Agent for the

benefit of the holder of Genesis Common Stock and Genesis Preferred Stock,

certificates of Reality Wireless Common Stock and Reality Wireless Preferred

Stock ("Reality Wireless Certificates") representing the number of whole shares

of Reality Wireless Common Stock and Reality Wireless Preferred Stock issuable

pursuant to Section 3.01(a) and (b) in exchange for shares of Genesis Common

<PAGE>

Stock and Genesis Preferred Stock outstanding immediately prior to the Effective

Time.

holder of record of certificates of Genesis Common Stock and Preferred Stock

("Genesis Certificates"), whose shares were converted into the right to receive

shares of Reality Wireless Common Stock and Preferred Stock promptly after the

Effective Time (and in any event no later than three business days after the

Effective Time): (i) a letter of transmittal (which shall specify that delivery

shall be effected, and risk of loss and title to the Genesis Certificates shall

pass, only upon receipt of the Genesis Certificates by the Exchange Agent, and

shall be in such form and have such other provisions as Reality Wireless may

reasonably specify); and (ii) instructions for use in effecting the surrender of

the Genesis Certificates in exchange for Reality Wireless Certificates. Upon

surrender of a Genesis Certificate for cancellation to the Exchange Agent or to

such other agent or agents as may be appointed by Reality Wireless, together

with such letter of transmittal, duly completed and validly executed, and such

other documents as may be reasonably required by the Exchange Agent, the holder

of such Genesis Certificate shall be entitled to receive in exchange therefor a

Reality Wireless Certificate representing the number of whole shares of Reality

Wireless Common Stock and Preferred Stock that such holder has the right to

receive pursuant to this Article III, and the Genesis Certificate so surrendered

shall forthwith be canceled. Until so surrendered, each outstanding Genesis

Certificate that, prior to the Effective Time, represented shares of Genesis

Common Stock and Preferred Stock will be deemed from and after the Effective

Time, for all corporate purposes other than the payment of dividends and

distributions, to evidence the ownership of the number of full shares of Reality

Wireless Common Stock and Preferred Stock into which such shares of Genesis

Common Stock and Preferred Stock shall have been so converted.

(d) Lost, Stolen or Destroyed Genesis Certificates. In the event

any Genesis Certificates shall have been lost, stolen or destroyed, the Exchange

Agent shall issue in exchange for such lost, stolen or destroyed Genesis

Certificates, upon the making of an affidavit of that fact by the holder

thereof, an Reality Wireless Certificate representing such shares of Reality

Wireless Common Stock and Preferred Stock as may be required pursuant to this

Article III; provided, however, that Reality Wireless may, in its discretion and

as a condition precedent to the issuance thereof, require the owner of such

lost, stolen or destroyed Genesis Certificates to indemnify Reality Wireless

against any claim that may be made against Reality Wireless, the Surviving

Corporation or the Exchange Agent with respect to the Genesis Certificates

alleged to have been lost, stolen or destroyed.

(e) Distributions With Respect to unexchanged shares. No dividends

or other distributions with respect to Reality Wireless Common Stock and

Preferred Stock with a record date after the Effective Time will be paid to the

holder of any unsurrendered Genesis Certificate with respect to the shares of

Reality Wireless Common Stock and Preferred Stock represented thereby until the

holder of record of such Genesis Certificate shall surrender such Genesis

Certificate. Subject to the effect of applicable escheat or similar laws,

following surrender of any such Genesis Certificate, there shall be paid to the

record holder of the Reality Wireless Certificates issued in exchange therefor,

<PAGE>

without interest, at the time of such surrender, the amount of any such

dividends or other distributions with a record date after the Effective Time

theretofore payable (but for the provisions of this Section 3.02(e)) with

respect to such shares of Reality Wireless Common Stock and Preferred Stock.

(f) Transfer of Ownership. If any Reality Wireless Certificate is

to be issued in a name other than that in which the Genesis Certificate

surrendered in exchange therefor is registered, it will be a condition of the

issuance thereof that the Genesis Certificate so surrendered will be properly

endorsed and otherwise in proper form for transfer and that the person

requesting such exchange will have paid to Reality Wireless or any agent

designated by it any transfer or other taxes required by reason of the issuance

of a Reality Wireless Certificate for shares of Reality Wireless Common Stock

and Preferred Stock in any name other than that of the registered holder of the

Genesis Certificate surrendered, or established to the satisfaction of Reality

Wireless or any agent designated by it that such tax has been paid or is not

payable.

(g) Termination of Exchange Agent Funding. Any Reality Wireless

Certificates held by the Exchange Agent which have not been delivered to holders

of Genesis Certificates pursuant to this Article III within six (6) months after

the Effective Time shall promptly be paid or delivered, as appropriate, to

Reality Wireless, and thereafter holders of Genesis Certificates who have not

theretofore complied with the exchange procedures outlined in and contemplated

by this Section 3.02 shall thereafter look only to Reality Wireless (subject to

abandoned property, escheat and similar laws) only as general creditors thereof

for their claim for shares of Reality Wireless Common Stock, any cash in lieu of

fractional shares of Reality Wireless Common Stock and Preferred Stock and any

dividends or distributions (with a record date after the Effective Time) with

respect to Reality Wireless Common Stock and Preferred Stock to which they are

entitled.

(h) No Liability. Notwithstanding anything to the contrary in this

Section 3.02, none of the Exchange Agent, the Surviving Corporation or any party

hereto shall be liable to any person in respect of any shares of Reality

Wireless Common Stock and Preferred Stock or cash delivered to a public official

pursuant to any applicable abandoned property, escheat or similar law.

SECTION 3.03 Stock Transfer Books

(a) At the Effective Time, the stock transfer books of Genesis shall

each be closed, and there shall be no further registration of transfers of

shares of Genesis Common and Preferred Stock thereafter on the records of any

such stock transfer books. In the event of a transfer of ownership of shares of

Genesis Common and Preferred Stock that is not registered in the stock transfer

records of Genesis at the Effective Time, a certificate or certificates

representing the number of full shares of Reality Wireless Common and Preferred

Stock into which such shares of Genesis Common and Preferred Stock shall have

been converted shall be issued to the transferee in accordance with Section 3.04

<PAGE>

hereof if the certificate or certificates representing such shares of Genesis

Common and Preferred Stock is or are surrendered as provided in Section 3.02(c)

hereof, accompanied by all documents required to evidence and effect such

transfer and by evidence of payment of any applicable stock transfer tax.

SECTION 3.04 No Fractional Share Certificates

(a) No scrip or fractional share Reality Wireless Certificate shall

be issued upon the surrender for exchange of Genesis Certificates, but such

fractional share shall be rounded up to the nearest whole share.

SECTION 3.05 Options and Warrants to Purchase Genesis Common Stock

At the Effective Time, each option or warrant granted by Genesis to

purchase shares of Genesis Common Stock ("Genesis Stock Options and Warrants"),

which is outstanding and unexercised immediately prior to the Effective Time

shall be assumed by Reality Wireless, and the Genesis Stock Options and Warrants

shall be converted into an option or warrant, as the case may be, to purchase

shares of Reality Wireless Common Stock in such number and at such exercise

price as provided below and otherwise having the same terms and conditions as in

effect immediately prior to the Effective Time (except to the extent that such

terms, conditions and restrictions may be altered in accordance with their terms

as a result of the Merger contemplated hereby and except that all references in

each such Genesis Stock Option to Genesis shall be deemed to refer to Reality

Wireless):

(a) the number of shares of Reality Wireless Common Stock to be

subject to the new option or warrant, as the case may be, shall be equal to the

product of (x) the number of shares of Genesis Common Stock for which the

Genesis option or warrant provided divided by the number of issued and

outstanding shares of Genesis Common Stock immediately prior to the Effective

Time (including that pursuant to such option or warrant) and (y) ninety-seven

one hundredths (0.97) of the issued and outstanding common stock in Reality

Wireless immediately following the Closing (the conversion product referred to

as the "Exchange Ratio")

(b) the exercise price per share of Reality Wireless Common Stock

under the new option or warrant shall be equal to (x) the exercise price per

share of Genesis Common Stock in effect under the original Genesis Stock Option

immediately prior to the Effective Time divided by (y) the Exchange Ratio; and

number of shares of Reality Wireless Common Stock to be subject to each assumed

Genesis Stock Option and Warrant will be rounded down, if necessary, to the next

whole share and the aggregate exercise price shall be rounded up, if necessary,

to the next whole cent (for the purpose of providing that the intrinsic value of

such Genesis Stock Options and Warrants shall be preserved at the Effective

Time).

<PAGE>

(d) the adjustments provided herein with respect to any options that

are "incentive stock options" (as defined in Section 422 of the Code) shall be

effected in a manner consistent with the requirements of Section 424(a) of the

Code so as to retain their character as incentive stock options. The assumption

of the outstanding Genesis Stock Options and Warrants in the Merger and their

conversion into options for Reality Wireless Common Stock will not result in any

accelerated vesting of those options or the shares purchasable thereunder other

than as contemplated in presently existing agreements to which the Genesis is a

party, copies of which agreements have been provided to Reality Wireless, and

the vesting schedule in effect for each Genesis Stock Option immediately prior

to the Effective Time shall remain in full force after the assumption thereof by

Reality Wireless.

SECTION 3.06 Unvested Stock

At the Effective Time, any unvested shares of Genesis Common Stock

awarded to employees, directors or consultants pursuant to any of Genesis's

plans or arrangements and outstanding immediately prior to the Effective Time

shall be converted into unvested shares of Reality Wireless Common Stock in

accordance with the Exchange Ratio and shall remain subject to the same terms,

restrictions and vesting schedule as in effect immediately prior to the

Effective Time, except to the extent by their terms such unvested shares of

Genesis Common Stock vest at the Effective Time and copies of the relevant

agreements governing such vesting have been provided to Reality Wireless. All

outstanding rights which Genesis may hold immediately prior to the Effective

Time to repurchase unvested shares of Genesis Common Stock shall be assigned to

Reality Wireless in the Merger and shall thereafter be exercisable by Reality

Wireless upon the same terms and conditions in effect immediately prior to the

Effective Time, except that the shares purchasable pursuant to such rights and

the purchase price payable per share shall be adjusted to reflect the Exchange

Ratio.

SECTION 3.07 Certain Adjustments

If between the Execution Date and the Effective Time, the

outstanding shares of Reality Wireless Common Stock or Genesis Common Stock

shall be changed into a different number of shares by reason of any

reclassification, recapitalization, split-up, combination or exchange of shares,

or any dividend payable in stock or other securities shall be declared thereon

with a record date within such period, or the number of shares of Genesis Common

Stock on a fully diluted basis is in excess of that specified in Section 4.03

and disclosed in Section 4.03 of the Genesis Disclosure Schedule (regardless of

whether such excess is a result of an additional issuance of capital stock or a

correction to such Sections), then the Exchange Ratio established pursuant to

the provisions of Section 3.01 shall be adjusted accordingly to provide to each

of Reality Wireless, on the one hand, and the holders of Genesis Common Stock in

the aggregate, on the other hand, the same economic effect as contemplated by

this Agreement prior to such reclassification, recapitalization, split-up,

combination, exchange, dividend or increase.

<PAGE>

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF GENESIS

Genesis hereby represents and warrants to Reality Wireless, subject

to the exceptions specifically disclosed in writing in the Genesis Disclosure

Schedule, of which all such exceptions are referenced to a specific

representation set forth in this Article IV or are otherwise clearly applicable

to representations hereof not specifically referenced, that at the time of

Closing:

SECTION 4.01 Organization and Qualification; Subsidiaries

(a) Genesis and each directly and indirectly owned subsidiary of

Genesis (the "Genesis Subsidiaries") has been duly organized and is validly

existing and in good standing (to the extent applicable) under the laws of the

jurisdiction of its incorporation or organization, as the case may be, and has

the requisite corporate power and authority to own, lease and operate its

properties and to carry on its business as it is now being conducted. Genesis

and each Genesis Subsidiary is duly qualified or licensed to do business, and is

in good standing (to the extent applicable), in each jurisdiction where the

character of the properties owned, leased or operated by it or the nature of its

business makes such qualification or licensing necessary.

(b) Section 4.01 of the Genesis Disclosure Schedule sets forth, as

of the Execution Date, a true and complete list of each Genesis Subsidiary,

together with (i) the jurisdiction of incorporation or organization of each

Genesis Subsidiary and the percentage of each Genesis Subsidiary's outstanding

capital stock or other equity interests owned by Genesis or another Genesis

Subsidiary and (ii) an indication of whether each Genesis Subsidiary is a

"Significant Subsidiary" as defined in Regulation S-X under the Exchange Act.

Except as set forth in Section 4.01 of the Genesis Disclosure Schedule, neither

Genesis owns an equity interest in any partnership or joint venture arrangement

or other business entity.

SECTION 4.02 Certificate of Incorporation and Bylaws

The copies of Genesis's certificate of incorporation and bylaws

previously provided to Reality Wireless by Genesis are true, complete and

correct copies thereof. Such certificate of incorporation and bylaws are in full

force and effect. Genesis is not in violation of any of the provisions of its

certificate of incorporation or bylaws.

SECTION 4.03 Capitalization

The authorized capital stock of Genesis consists of 20,000,000

shares of Genesis Common Stock and zero shares of preferred stock ("Genesis

Preferred Stock"). As of the date hereof, (i) 7,458,789 shares of Genesis Common

Stock are issued and outstanding, all of which are validly issued, fully paid

and nonassessable, (ii) zero shares of Genesis Common Stock are held in the

treasury of Genesis, (iii) zero shares of Genesis Common Stock are held by

<PAGE>

Genesis Subsidiaries, (iv) 1,338,055 shares of Genesis Common Stock are reserved

for future issuance pursuant to Genesis Stock Options, (v) zero shares of

Genesis Common Stock are reserved for future issuance pursuant to Genesis

Warrants, and (vi) zero shares of Genesis Preferred Stock are outstanding. The

name of each holder of a Genesis Stock Option and/or Warrant, the grant date of

each Genesis Stock Option, and the number of shares of Genesis Common Stock for

which each Genesis Stock Option and Warrant is exercisable and the exercise

price of each Genesis Stock Option are set forth in Section 4.03 of the Genesis

Disclosure Schedule. Except for shares of Genesis Common Stock issuable pursuant

to Genesis Stock Plans, there are no options, warrants or other rights,

agreements, arrangements or commitments of any character obligating Genesis to

issue or sell any shares of capital stock of, or other equity interests in,

Genesis. All shares of Genesis Common Stock subject to issuance as aforesaid,

upon issuance prior to the Effective Time on the terms and conditions specified

in the instruments pursuant to which they are issuable, will be duly authorized,

validly issued, fully paid and nonassessable. There are no outstanding

contractual obligations of Genesis to repurchase, redeem or otherwise acquire

any shares of Genesis Common Stock or any capital stock of any Genesis

Subsidiary. Each outstanding share of capital stock of each Genesis Subsidiary

is duly authorized, validly issued, fully paid and nonassessable and each such

share owned by Genesis or another Genesis Subsidiary is free and clear of all

security interests, liens, claims, pledges, options, rights of first refusal,

agreements, limitations on Genesis's or such other Genesis Subsidiary's voting

rights, charges and other encumbrances of any nature whatsoever. There are no

material outstanding contractual obligations of Genesis to provide funds to, or

make any material investment (in the form of a loan, capital contribution or

otherwise) in, any Genesis Subsidiary or any other person.

SECTION 4.04 Authority Relative to This Agreement

Genesis has all necessary corporate power and authority to execute

and deliver this Agreement, to perform its obligations hereunder and to

consummate the transactions contemplated hereby. The execution and delivery of

this Agreement by Genesis and the consummation by Genesis of the transactions

contemplated hereby have been duly and validly authorized by all necessary

corporate action, and no other corporate proceedings on the part of Genesis are

necessary to authorize this Agreement or to consummate the transactions

contemplated hereby. This Agreement has been duly executed and delivered by

Genesis and, assuming the due authorization, execution and delivery by the other

parties hereto, constitute legal, valid and binding obligations of Genesis,

enforceable against Genesis in accordance with their terms, subject to the

effect of any applicable bankruptcy, moratorium, insolvency, reorganization or

other similar law affecting the enforceability of creditors' rights generally

and to the effect of general principles of equity which may limit the

availability of remedies (whether in a proceeding at law or in equity).

<PAGE>

SECTION 4.05 No Conflict; Required Filings and Consents

(a) The execution and delivery of this Agreement by Genesis does

not, and the performance by Genesis of its obligations hereunder and the

consummation of the Merger will not, (i) conflict with or violate any provision

of the certificate of incorporation or bylaws of Genesis or any equivalent

organizational documents of any Genesis Subsidiary, (ii) assuming that all

filings and notifications described in Section 4.05(b) have been made, conflict

with or violate any Law applicable to Genesis or by which any property or asset

of Genesis is bound or affected or (iii) result in any material breach of or

constitute a material default (or an event which with the giving of notice or

lapse of time or both could reasonably be expected to become a default) under,

or give to others any right of termination, amendment, acceleration or

cancellation of, or result in the creation of a lien or other encumbrance on any

material property or asset of Genesis pursuant to, any material note, bond,

mortgage, indenture, contract, agreement, lease, license, permit, franchise or

other instrument or obligation.

(b) Except as may arise solely by virtue of the nature of Reality

Wireless's business, the execution and delivery of this Agreement by Genesis

does not, and the performance by Genesis of its obligations hereunder and the

consummation of the Merger will not, require any consent, approval,

authorization or permit of, or filing by Genesis with or notification by Genesis

to, any Governmental Entity, except pursuant to applicable requirements of the

Exchange Act, the Securities Act, Blue Sky Laws, state takeover laws, and the

filing and recordation of the Certificate of Merger as required by the NRS and

the DE Code.

SECTION 4.06 Permits; Compliance with Laws

Genesis is in possession of all franchises, grants, authorizations,

licenses, establishment registrations, product listings, permits, easements,

variances, exceptions, consents, certificates, identification and registration

numbers, approvals and orders of any Governmental Entity materially necessary

for Genesis to own, lease and operate its properties or to offer or perform its

services or to develop, produce, store, distribute and market its products or

otherwise to carry on its business as it is now being conducted (collectively,

the "Genesis Permits"), and, as of the Execution Date, none of the Genesis

Permits has been suspended or cancelled nor is any such suspension or

cancellation pending or, to the knowledge of Genesis, threatened. Neither

Genesis is in conflict with, or in default or violation of, (i) any Law

applicable to Genesis or by which any property or asset of Genesis is bound or

affected or (ii) any material Genesis Permits. Section 4.06 of the Genesis

Disclosure Schedule sets forth, as of the Execution Date, all actions,

proceedings, investigations or surveys pending or, to the knowledge of Genesis,

threatened against Genesis that could reasonably be expected to result in the

suspension or cancellation of any other material Genesis Permit. Genesis has not

received from any Governmental Entity any written notification with respect to

possible material conflicts, defaults or violations of Laws.

<PAGE>

SECTION 4.07 Financial Statements

(a) Genesis has timely filed all forms, reports, statements and

documents required to be filed by it with any Governmental Entities. Each form,

report, statement and document referred to in this paragraph was prepared in all

material respects in accordance with the requirements of applicable Law. No

Genesis Subsidiary is subject to the periodic reporting requirements of the

Exchange Act or required to file any form, report or other document with the

SEC, any stock exchange or any other comparable Governmental Entity.

(b) When presented to Reality Wireless within 45 days from the

Execution Date, the Genesis Reports (defined in Section 7.04 below) will present

fairly, in all material respects, the financial position of Genesis as at the

respective dates thereof and for the respective periods indicated therein,

except as otherwise noted therein (subject, in the case of unaudited statements,

to normal and recurring immaterial year-end adjustments).

SECTION 4.08 Absence of Certain Changes or Events

Since September 15, 2004, Genesis has conducted their businesses in

all material respects only in the ordinary course consistent with past practice

and, since such date, there has not been (i) any material changes in or effect

on the business, assets, liabilities, financial condition or results of

operations of Genesis or the Genesis Subsidiaries, (ii) any event (other than

events within the scope of Section 4.10) that could reasonably be expected to

prevent or materially delay the performance of Genesis's obligations pursuant to

this Agreement and the consummation of the Merger by Genesis, (iii) any material

change by Genesis in its accounting methods, principles or practices, (iv) any

issuance or sale of any stock, notes, bonds or other securities other than

pursuant to the exercise of outstanding securities, or entering into any

agreement with respect thereto, or the issuances of options under the Genesis

Stock Plans, (v) any amendment to Genesis's certificate of incorporation or

bylaws, (vi) other than in the ordinary course of business consistent with past

practice, any (1) purchase, sale, assignment or transfer of any material assets,

(2) mortgage, pledge or existence of any lien, encumbrance or charge on any

material assets or properties, tangible or intangible except for liens for Taxes

not yet delinquent, or (3) waiver of any rights of material value or

cancellation or any material debts or claims, (vii) any incurrence of any

material liability (absolute or contingent), except for current liabilities and

obligations incurred in the ordinary course of business consistent with past

practice, (viii) any incurrence of any damage, destruction or similar loss,

whether or not covered by insurance, materially affecting the business or

properties of Genesis, or (ix) any entering into any transaction of a material

nature other than in the ordinary course of business, consistent with past

practice.

SECTION 4.09 Employee Benefit Plans; Labor Matters

(a) Genesis Disclosure Schedule lists each employee benefit fund,

plan, program, arrangement and contract (including, without limitation, any

"pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any

<PAGE>

"employee benefit plan", as defined in Section 3(3) of ERISA and any plan,

program, arrangement or contract providing for severance; medical, dental or

vision benefits; life insurance or death benefits; disability benefits, sick pay

or other wage replacement; vacation, holiday or sabbatical; pension or

profit-sharing benefits; stock options or other equity compensation; bonus or

incentive pay or other material fringe benefits) ("Benefit Plans"), maintained,

sponsored or contributed to or required to be contributed to by Genesis (the

"Genesis Benefit Plans"). With respect to each Genesis Benefit Plan, Genesis has

delivered or made available to Reality Wireless a true, complete and correct

copy of (i) such Genesis Benefit Plan (of, if not written, a written summary of

its material terms) and the most recent summary plan description, if any,

related to such Genesis Benefit Plan, (ii) each trust agreement or other funding

arrangement relating to such Genesis Benefit Plan, (iii) the most recent annual

report filed with the IRS with respect to such Genesis Benefit Plan, (iv) the

most recent actuarial report or financial statement relating to such Genesis

Benefit Plan and (v) the most recent determination letter, if any, issued by the

IRS with respect to such Genesis Benefit Plan and any pending request for such a

determination letter. Neither Genesis nor, to the knowledge of Genesis, any

other person or entity, has any express commitment, whether legally enforceable

or not, to modify, change or terminate any Genesis Benefit Plan, other than with

respect to a modification, change or termination required by ERISA or the Code.

(b) Genesis has made available to Reality Wireless true, complete

and correct copies of (i) all employment agreements with officers and all

consulting agreements of Genesis and each Genesis Subsidiary, (ii) all severance

plans, agreements, programs and policies of Genesis and each Genesis Subsidiary

with or relating to their respective employees, directors or consultants, and

(iii) all plans, programs, agreements and other arrangements of Genesis and each

Genesis Subsidiary with or relating to their respective employees, directors or

consultants which contain "change of control" provisions. No payment or benefit

which may be required to be made by Genesis or which otherwise may be required

to be made under the terms of any Genesis Benefit Plan or other arrangement will

constitute a parachute payment under Code Section 280(G)(1), and the

consummation of the transactions contemplated by this Agreement will not, alone

or in conjunction with any other possible event (including termination of

employment), (i) entitle any current or former employee or other service

provider of Genesis to severance benefits or any other payment, compensation or

benefit (including forgiveness of indebtedness), except as expressly provided by

this Agreement, or (ii) accelerate the time of payment or vesting, or increase

the amount of compensation or benefit due any such employee or service provider.

with respect to, any collective bargaining or other labor union contract

applicable to persons employed by Genesis and no collective bargaining agreement

is being negotiated by Genesis or any person or entity that may obligate Genesis

thereunder. As of the Execution Date, there is no labor dispute, strike, union

organizing activity or work stoppage against Genesis pending or, to the

knowledge of Genesis, threatened which may substantially interfere with the

respective business activities of Genesis. As of the Execution Date, to the

<PAGE>

knowledge of Genesis, none of Genesis, any Genesis Subsidiary, or any of their

respective representatives or employees has committed any unfair labor practice

in connection with the operation of the respective businesses of Genesis, and

there is no charge or complaint filed against Genesis by or with the National

Labor Relations Board or any comparable Governmental Entity pending or

threatened in writing.

SECTION 4.10 Certain Tax Matters

To Genesis's knowledge, neither Genesis, nor to Genesis's knowledge,

any of its affiliates, has taken or agreed to take any action (other than

actions contemplated by this Agreement) that could be expected to prevent the

Merger from constituting a "reorganization" under Section 368 of the Code.

Genesis is not aware of any agreement or plan to which Genesis or any of its

affiliates is a party or other circumstances relating to Genesis or any of its

affiliates that could reasonably be expected to prevent the Merger from

qualifying as a reorganization under Section 368 of the Code.

SECTION 4.11 Contracts

Section 4.11 of the Genesis Disclosure Schedule sets forth a list of

each contract or agreement that is material to the business, assets,

liabilities, financial condition or results of operations of Genesis and Genesis

Subsidiaries, taken as a whole (each, a "Material Contract"). Neither Genesis is

in material violation of or in default under (nor does there exist any condition

which with the passage of time or the giving of notice could reasonably be

expected to cause such a material violation of or material default under) any

Material Contract. Each Material Contract is in full force and effect and is a

legal, valid and binding obligation of Genesis or a Genesis Subsidiary and, to

the knowledge of Genesis, each of the other parties thereto, enforceable in

accordance with its terms.

SECTION 4.12 Litigation

With the exception of the those items listed in Section 4.12 of the

Genesis Disclosure Schedule, there is no material suit, claim, action,

proceeding or investigation pending or, to the knowledge of Genesis, threatened

against Genesis, and, to the knowledge of Genesis, there are no existing facts

or circumstances that could reasonably be expected to result in such a suit,

claim, action, proceeding or investigation. Genesis is not aware of any facts or

circumstances which could reasonably be expected to result in the denial of

insurance coverage under policies issued to Genesis and Genesis Subsidiaries in

respect of such material suits, claims, actions, proceedings and investigations.

Neither Genesis is subject to any material outstanding order, writ, injunction

or decree or any material outstanding order, writ, injunction or decree.

SECTION 4.13 Purposely Left Blank

SECTION 4.14 Intellectual Property

<PAGE>

(a) Section 4.14(a) of the Genesis Disclosure Schedule contains a

true and complete list of Genesis's patents, patent applications, registered

trademarks, trademark applications, trade names, registered service marks,

service mark applications, Internet domain names, Internet domain name

applications, copyright registrations and applications and other filings and

formal actions made or taken pursuant to Federal, state, local and foreign laws

by Genesis to protect its interests in Genesis Intellectual Property, and

includes details of all due dates for further filings, maintenance, payments or

other actions falling due in respect of Genesis Intellectual Property within

twelve (12) months of the Effective Time. All of Genesis's patents, patent

applications, registered trademarks, and trademark applications, and registered

copyrights remain in good standing with all fees and filings due as of the date

hereof. Genesis has previously provided Reality Wireless with a list of all

other trademarks and service marks which are material to Genesis's business.

(b) Genesis has made all registrations that Genesis (including any

of its subsidiaries) is required to have made in relation to the processing of

data, and is in good standing with respect to such registrations with all fees

due as of the Effective Time duly made.

rights which are: (i) owned by Genesis; (ii) in the public domain; or (iii)

rightfully used by Genesis pursuant to a valid and enforceable license or other

agreement (the "Genesis Licensed Intellectual Property"), the parties, date,

term and subject matter of each such license or other agreement (each, a

"License Agreement") being set forth on Section 4.14(c) of the Genesis

Disclosure Schedule. Genesis has all rights in Genesis Intellectual Property

necessary to carry out Genesis's current activities and, to the knowledge of

Genesis, Genesis's future activities to the extent such future activities are

already planned, including without limitation, to the extent required to carry

out such activities, rights to make, use, reproduce, modify, adopt, create

derivative works based on, translate, distribute (directly and indirectly),

transmit, display and perform publicly, license, rent and lease and, other than

with respect to Genesis Licensed Intellectual Property, assign and sell, Genesis

Intellectual Property.

(d) The reproduction, manufacturing, distribution, licensing,

sublicensing, sale or any other exercise of rights in any Genesis Intellectual

Property, product, work, technology or process as now used or offered or

proposed for use, licensing or sale by Genesis does not infringe on any patent,

design right, trademark, trade name, service mark, trade dress, Internet domain

name, copyright, database, statistical model, technology, invention, supplier

list, trade secret, know-how, computer software program or application of any

person, anywhere in the World. Genesis has not received notice of any claims (i)

challenging the validity, effectiveness or, other than with respect to Genesis

Licensed Intellectual Property, ownership by Genesis of any Genesis Intellectual

Property, or (ii) to the effect that the use, distribution, licensing,

sublicensing, sale or any other exercise of rights in any product, work,

technology or process as now used or offered or proposed for use, licensing,

sublicensing or sale by Genesis or its agents or use by its customers infringes

or will infringe on any intellectual property or other proprietary or personal

<PAGE>

right of any person. To the knowledge of Genesis, no such claims have been

threatened by any person, nor are there any valid grounds for any bona fide

claim of any such kind. All of the rights within Genesis Intellectual Property

are enforceable and subsisting. To the know

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