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EXHIBIT 4.10
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement"), dated June 27,
2005, is
made by and between Joe Artusa ("Consultant"), and Reality
Wireless Networks,
Inc., a Nevada corporation ("Client").
WHEREAS, Consultant has extensive background in the area of
financial
consulting and in the implementation of emerging business
development
strategies;
WHEREAS, Consultant desires to be engaged by Client to provide
consulting
services regarding industry specific market analysis and
business development
strategy to Client on the terms and subject to the conditions
set forth herein
(the "Services");
WHEREAS, Client is a publicly held corporation with its common
stock
shares trading on the Over the Counter Bulletin Board under the
ticker symbol
"RWLN," and desires to further develop its business; and
WHEREAS, Client desires to engage Consultant to provide the
Services in
its area of knowledge and expertise on the terms and subject to
the conditions
set forth herein.
NOW, THEREFORE, in consideration for those services Consultant
provides to
Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for Client the Services. As such
Consultant
will provide bona fide services to Client. The services to be
provided by
Consultant will not be in connection with the offer or sale of
securities in a
capital-raising transaction, and will not directly or indirectly
promote or
maintain a market for Client's securities.
2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration
for
services provided, 2,300,000 shares of common stock of the
Client, which shares
shall be registered on Form S-8 with the United States
Securities and Exchange
Commission (the "SEC") issued to Joe Artusa, 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.
3. Confidentiality.
Each party agrees that during the course of this Agreement,
information
that is confidential or of a proprietary nature may not be
disclosed to any
other party, including, but not limited to, product and business
plans,
software, technical processes and formulas, source codes,
product designs,
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sales, costs and other unpublished financial information,
advertising revenues,
usage rates, advertising relationships, projections, and
marketing data
("Confidential Information"). Confidential Information shall not
include
information that the receiving party can demonstrate (a) is, as
of the time of
its disclosure, or thereafter becomes part of the public domain
through a source
other than the receiving party, (b) was known to the receiving
party as of the
time of its disclosure, (c) is independently developed by the
receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality
obligation to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within fifteen (15) days
of the
due date. Failure of Client to finally pay any fees within
fifteen (15) days
after the applicable due date shall be deemed a material breach
of this
Agreement, justifying suspension of the performance of the
Services provided by
Consultant, will be sufficient cause for immediate termination
of this Agreement
by Consultant. Any such suspension will in no way relieve Client
from payment of
fees, and, in the event of collection enforcement, Client shall
be liable for
any costs associated with such collection, including, but not
limited to, legal
costs, attorneys' fees, courts costs, and collection agency
fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless
Consultant
and/or his agents, and to defend any action brought against said
parties with
respect to any claim, demand, cause of action, debt or
liability, including
reasonable attorneys' fees to the extent that such action arises
out of the
negligence or willful misconduct of Client.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold harmless
Client,
its directors, employees and agents, and defend any action
brought against same
with respect to any claim, demand, cause of action, debt or
liability, including
reasonable attorneys' fees, to the extent that such an action
arises out of the
gross negligence or willful misconduct of Consultant.
(c) Notice.
In claiming any indemnification hereunder, the indemnified party
shall
promptly provide the indemnifying party with written notice of
any claim, which
the indemnified party believes falls within the scope of the
foregoing
paragraphs. The indemnified party may, at its expense, assist in
the defense if
it so chooses, provided that the indemnifying party shall
control such defense,
and all negotiations relative to the
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