EXHIBIT 4.13
AMENDMENT NO. 7
TO
CONSULTING SERVICES AGREEMENT
THIS SEVENTH AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated July 13,
2005 (the "Seventh Amendment"), is by and among Xxxxx Xxxxx (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 July 5, 2003, a copy of which is attached hereto as Exhibit A
(the "Agreement"), pursuant to which the Consultant agreed 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 September 25, 2003, a copy of which is
attached hereto as Exhibit B (the "First Amendment"), pursuant to which the
Consultant agreed to provide certain consulting services to the Client in
exchange for additional consideration.
C. The Consultant and the Client entered into an Amendment No. 2 to
Consulting Services Agreement dated January 16, 2004 a copy of which is attached
hereto as Exhibit C (the "Second Amendment"), pursuant to which the Consultant
agreed to provide certain consulting services to the Client in exchange for
additional consideration.
D. The Consultant and the Client entered into an Amendment No. 3 to
Consulting Services Agreement dated November 1, 2004 a copy of which is attached
hereto as Exhibit D (the "Third Amendment"), pursuant to which the Consultant
agreed to provide certain consulting services to the Client in exchange for
additional consideration.
E. The Consultant and the Client entered into an Amendment No. 4 to
Consulting Services Agreement dated December 16, 2004 a copy of which is
attached hereto as Exhibit E (the "Fourth Amendment"), pursuant to which the
Consultant agreed to provide certain consulting services to the Client in
exchange for additional consideration.
F. The Consultant and the Client entered into an Amendment No. 5 to
Consulting Services Agreement dated March 25, 2005 a copy of which is attached
hereto as Exhibit F (the "Fifth Amendment"), pursuant to which the Consultant
agreed to provide certain consulting services to the Client in exchange for
additional consideration.
G. The Consultant and the Client entered into an Amendment No. 6 to
Consulting Services Agreement dated June 6, 2005 a copy of which is attached
hereto as Exhibit G (the "Sixth Amendment"), pursuant to which the Consultant
agreed to provide certain consulting services to the Client in exchange for
additional consideration.
H. Client and Consultant wish to amend Section 2 of the Agreement to (i)
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 shall be deleted in its entirety and shall
read as follows:
"2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration for
services provided, Two Million (2,000,000) shares of common stock of the Client.
By amendment dated September 25, 2003 Client agrees to pay Consultant an
additional 500,000 shares of common stock of the Client. By amendment dated
January 16, 2004 Client agrees to pay Consultant an additional 700,000 shares of
common stock of the Client. By amendment dated November 1, 2004 Client agrees to
pay Consultant an additional 2,500,000 shares of common stock of the Client. By
amendment dated December 16, 2004 Client agrees to pay Consultant an additional
7,500,000 shares of common stock of the Client. By amendment dated March 25,
2005 Client agrees to pay Consultant an additional 5,000,000 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 250,000 shares
of common stock of the Client, which shares shall be registered on Form S-8. By
amendment dated July 13, 2005 Client agrees to pay Consultant an additional
4,000,000 shares of common stock of the Client, which shares shall be registered
on Form S-8. Shares issued pursuant to this Seventh Amendment shall be issued to
Xxxxx Xxxxx, 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.
EXECUTED on the date first set forth above.
CLIENT:
REALITY WIRELESS NETWORKS, INC.
By:
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Name: Xxxxx Xxxxxxx
Its: Executive Director
CONSULTANT:
By:
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Name: Xxxxx Xxxxx
