AMENDMENT NO. 2
TO
CONSULTING SERVICES AGREEMENT
THIS SECOND AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated February 17,
2005 (the "Second 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. Client and Consultant wish to amend Section 2 of the Agreement to
provide for additional consideration in exchange for additional consulting
services.
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, which shares shall be registered on Form S-8. Shares issued
pursuant to this Second 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."
EXECUTED on the date first set forth above.
CLIENT:
REALITY WIRELESS NETWORKS, INC.
By :
------------------------------
Name: Xxxxx Xxxxxxx
Its: CEO
CONSULTANT:
By:
--------------------------------
Name: Xxxxxxxx xxx Xxxxxx
