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EXHIBIT 4.9 CONSULTING SERVICES AGREEMENT

Consulting Services Agreement

EXHIBIT 4.9   CONSULTING SERVICES AGREEMENT | Document Parties: REALITY WIRELESS NETWORKS | Keith McNally You are currently viewing:
This Consulting Services Agreement involves

REALITY WIRELESS NETWORKS | Keith McNally

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Title: EXHIBIT 4.9 CONSULTING SERVICES AGREEMENT
Governing Law: Washington     Date: 6/30/2005
Industry: Software and Programming     Sector: Technology

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                                   EXHIBIT 4.9

 

                          CONSULTING SERVICES AGREEMENT

 

      This Consulting Services Agreement ("Agreement"), dated June 27, 2005, is

made by and between Keith McNally ("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 Keith McNally, 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 t


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