CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement"), dated May 19, 2005, is
made by and between Seth Elliot ("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
WHEREAS, Consultant desires to be engaged by Client to provide consulting
services regarding financial consulting and business development strategy to
Client on the terms and subject to the conditions set forth herein (the
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.
Client agrees to pay Consultant, as his fee and as consideration for
services provided, 1,666,667 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 Seth Elliot, 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.
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sales, costs and other unpublished financial information, advertising revenues,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 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.
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.
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.
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