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EXHIBIT 10.15 CONSULTING SERVICES AGREEMENT

Consulting Services Agreement

EXHIBIT 10.15 CONSULTING SERVICES AGREEMENT You are currently viewing:
This Consulting Services Agreement involves

Reality Wireless Networks, Inc

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Title: EXHIBIT 10.15 CONSULTING SERVICES AGREEMENT
Governing Law: Washington     Date: 4/18/2005
Industry: SOFTWR     Sector: TECHNO

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EXHIBIT 10.15

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated April 12, 2005

is entered into between Steve Careaga ("Consultant"), and Reality Wireless

Networks, Inc., a Nevada corporation ("Client").

WHEREAS, Steve Careaga has extensive background in the area of

management consulting and performs said services through Consultant and serves

as a director of the Company;

WHEREAS, Consultant shall perform certain services (as hereinafter

defined) for Client through Consultant on the terms and subject to the

conditions set forth;

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 customers; and

WHEREAS, Client desires to engage Consultant to provide the Services

(defined in Section 1 below) in its area of knowledge and expertise herein and,

in addition, to compensate Consultant for services performed as a director of

the Company, 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 bona fide services to

Client as follows: running the day-to-day operations and performing services in

his capacity as director to the Client (Collectively, the "services").

Consultant agrees to perform for Client the Services.

2. Consideration.

Client agrees to pay Consultant, as his fee and as consideration for

services provided, Sixty Million (60,000,000) shares of common stock of the

Client, which shares shall be unregistered and reliance on the Securities Act of

1933 and an exemption from the registration provisions of that law contained in

section 4 (2) thereof.

Transfer Restrictions.

All certificates representing such shares shall be subject to such

stock transfer orders, legends and other restrictions as Client may deem

necessary or advisable. Consultant hereby agrees not to transfer, dispose, or

otherwise assign of any of the Additional Shares during the Contingency Period.

 

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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,

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 payments within thirty (30) days of

the due date. Failure of Client to finally pay any payment within thirty (30)

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

willful misconduct of Consultant.

 

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(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 settlement of any such claim. Any

settlement intended to bind the indemnified party shall not be final without the

indemnifie

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