EXHIBIT 4.8
AMENDMENT NO. 5
TO
CONSULTING SERVICES AGREEMENT
THIS FIFTH AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated June 6, 2005
(the "Fifth Amendment"), is by and between Xxxxxxxx xxx Xxxxxx (the
"Consultant"), and Reality Wireless Networks, Inc., a Nevada corporation (the
"Client").
RECITALS
A. The Consultant and the Client entered into a Consulting Services
Agreement dated December 3, 2004, a copy of which is attached hereto as Exhibit
A (the "Agreement"), obligating the Consultant to provide certain consulting
services to the Client.
B. The Consultant and the Client entered into an Amendment No. 1 to
Consulting Services Agreement dated December 16, 2004, a copy of which is
attached hereto as Exhibit B (the "First Amendment"), obligating the Consultant
to provide certain additional consulting services to the Client.
C. Consultant and the Client entered into an Amendment No. 2 to Consulting
Services Agreement dated February 17, 2005, a copy of which is attached hereto
as Exhibit C (the "Second Amendment"), obligating the Consultant to provide
certain additional consulting services to the Client.
D. Consultant and the Client entered into an Amendment No. 3 to Consulting
Services Agreement dated March 30, 2005, a copy of which is attached hereto as
Exhibit D (the "Third Amendment"), obligating the Consultant to provide certain
additional consulting services to the Client.
E. Consultant and the Client entered into an Amendment No. 4 to Consulting
Services Agreement dated May 19, 2005, a copy of which is attached hereto as
Exhibit D (the "Fourth Amendment"), obligating the Consultant to provide certain
additional consulting services to the Client.
F. Client and Consultant wish to amend Section 2 of the Agreement to
provide for additional consideration in exchange for additional consulting
services and to extend the term of the Agreement.
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. Section 2 of the Agreement is deleted in its entirety and is hereby amended
and replaced as follows:
"2. Consideration.
Client agrees to pay Consultant, as Consultant's fee and as consideration
for services provided, 5,000,000 shares of common stock of the Client. By
amendment dated December 16, 2003, Client agrees to pay Consultant an additional
7,500,000 shares of common stock of the Client. By amendment dated February 17,
2005 Client agrees to pay Consultant an additional 12,250,000 shares of common
stock of the Client. By amendment dated March 30, 2005 Client agrees to pay
Consultant an additional 25,000,000 shares of common stock of the Client, which
shares shall be registered on Form S-8. By amendment dated May 19, 2005 Client
agrees to pay Consultant an additional 1,666,666 shares of common stock of the
Client, which shares shall be registered on Form S-8. By amendment dated June 6,
2005 Client agrees to pay Consultant an additional 3,333,333 shares of common
stock of the Client, which shares shall be registered on Form S-8. Shares issued
pursuant to this Fifth Amendment shall be issued to Xxxxxxxx xxx Xxxxxx, the
natural person performing the consulting services for Client. All shares and
certificates representing such shares shall be subject to applicable SEC,
federal, state (Blue sky) and local laws and additional restrictions set forth
herein."
B. Section 6(a) of the Agreement shall be deleted in its entirety and is hereby
amended to read as follows:
"6. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next to the
signatures below and terminate twelve (12) months thereafter (the "Term").
Unless otherwise agreed upon in writing by Consultant and Client or otherwise
provided herein, any amendment to this Agreement shall automatically have the
effect of extending the Term of the Agreement until the later of one hundred
eighty (180) days following the original Term or for an additional one hundred
eighty (180) days following the date of such amendment.
[Signatures appear on the following page]
EXECUTED on the date first set forth above.
CLIENT:
REALITY WIRELESS NETWORKS, INC.
By:
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Name: Xxxxx Xxxxxxx
Its: CEO
CONSULTANT:
By:
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Name: Xxxxxxxx xxx Xxxxxx
