EXHIBIT 4.11
CONSULTING SERVICES AGREEMENT
This
Consulting Services Agreement ("Agreement"), dated June 27, 2005,
is
made by and between Don Gross
("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 Don Gross,
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sales, costs and other unpublished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
