EXHIBIT 4.7
AMENDMENT NO. 2
TO
CONSULTING SERVICES AGREEMENT
THIS SECOND AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated June 27,
2005 (the "Second Amendment"), is by and between Xxxx 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 May 19, 2005 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 June 6, 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 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, 1,666,667 shares of common stock of the Client. 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. By amendment dated June 27, 2005, Client agrees to pay Consultant
an additional 16,666,666 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 Xxxx 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.
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: Xxxx Xxxxxx
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