EXHIBIT 10.2

                                 FIRST AMENDMENT

                                       TO

                      REGULATION S STOCK PURCHASE AGREEMENT


         THIS FIRST  AMENDMENT TO REGULATION S STOCK PURCHASE  AGREEMENT,  dated
June 25, 2003 (the "First Amendment"), is by and between Ischian Holdings, Ltd.,
a British Virgin Islands International  business company (the "Purchaser"),  and
Reality Wireless Networks, Inc., a Nevada corporation (the "Company").

                                    RECITALS

         A. The  Purchaser  and the Company  entered  into a  Regulation S Stock
Purchase  Agreement  dated April 29, 2003, a copy of which is attached hereto as
Exhibit A (the "Agreement"),  pursuant to which the Purchaser agreed to purchase
from the Company up to 10,000,000 shares of the common stock of the Company.

         B. (i)  Article  I,  Section  1.1,  to the  Agreement  sets forth up to
10,000,000  shares as the  number  of  shares of common  stock to be sold to the
Purchaser by the Company pursuant to the Agreement,  and (ii) Article I, Section
1.4,  to the  Agreement  sets  forth that the  Purchaser  agrees to use its best
efforts to purchase up to 10,000,000  shares  between the execution  date of the
Agreement, April 29, 2003, and October 31, 2003.

         C. The  Purchaser  and the  Company  now wish to amend (i)  Article  I,
Section 1.1, to provide  that,  in addition to the  10,000,000  shares of common
stock being sold to the Purchaser in the  Agreement,  an  additional  30,000,000
shares  of  common  stock  of the  Company  will be sold by the  Company  to the
Purchaser  (for a total of  40,000,000  shares to be purchased by the  Purchaser
from the  Company),  and (ii) Article I, Section 1.4, to provide that  Purchaser
agrees to use its best efforts to purchase up to 40,000,000  shares  between the
execution date of the Agreement, April 29, 2003, and October 31, 2003.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the  foregoing,  and the mutual
agreements, representations,  warranties and covenants contained herein, and for
other  good  and  valuable   consideration   the  receipt  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

A.  Article I, Section  1.1, of the  Agreement is hereby  amended to read in its
entirely as follows:





         "1.1 The  Company  agrees  to issue  and  sell to the  Purchaser  in an
         offshore transaction  negotiated outside the U.S. and to be consummated
         and closed  outside the U.S.  and, in  consideration  of and in express
         reliance upon the  representations,  warranties,  covenants,  terms and
         conditions of this Agreement, the Purchaser agrees to purchase, subject
         to  the  conditions  hereafter  set  forth,  from  the  Company  up  to
         40,000,000 shares (the "Shares") of the Company at a per share purchase
         price  which shall be 25% of the bid price of the  Company's  shares of
         Common Stock as quoted on the OTC Bulletin  Board (the  "OTCBB") (or on
         such other United  States stock  exchange or public  trading  market on
         which the shares of the Company trade if, at the time of purchase, they
         are not trading on the OTCBB) for the five (5) consecutive trading days
         immediately  preceding  the date (the "Call Date") the  purchase  order
         (the  "Purchase  Notice") is received  by the  Company  (the  "Purchase
         Price").
         There will be no minimum floor price."

B.  Article I, Section  1.4, of the  Agreement is hereby  amended to read in its
entirely as follows:

         "1.4 The  Purchaser  agrees to use its best  efforts to  purchase up to
         40,000,000  shares  between  the date  hereof  and  October  31,  2003.
         Purchase  shall  only be liable to  purchase  the  number of Shares set
         forth in each Purchase Notice."

C. Except as  specifically  amended  hereby,  the Agreement and the exhibits and
schedules  attached thereto and all terms and conditions thereof shall remain in
full force and effect, without modification.

EXECUTED on the date first set forth above.



                                            THE COMPANY:

                                            REALITY WIRELESS NETWORKS, INC.,
                                             a Nevada corporation


                                            By: /s/ Victor Romero
                                            -------------------------------
                                            Name: Victor Romero
                                            Title:   President



                                            THE PURCHASER:

                                            ISCHIAN HOLDINGS, LTD., a British
                                            Virgin Islands International
                                            business company

                                            By: /s/ Krishma Orr
                                            -------------------------------
                                            Name: Krishma Orr
                                            Title: