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Exhibit 10.5
FORBEARANCE AGREEMENT
Agreement dated as of July 21, 2005 by and between Baker, Johnston
&
Wilson LLP ("BJW") and R Wireless,
Inc. ("Wireless"),
W I T N E S S E T H :
WHEREAS, Wireless is indebted to BJW in the amount of
$215,113.20
("Indebtedness") for services rendered and expenses incurred over a
period of
years through December 9, 2002 after giving effect to the waiver of
$.05 for
rounding purposes; and
WHEREAS, BJW has forborne from seeking collection of the
Indebtedness
as it has been due over the years and is willing to continue to
forbear
collection on the terms hereof; and
WHEREAS, to compensate BJW for its prior forbearance and
continuing
forbearance, Wireless wishes to issue BJW a Warrant dated the date
hereof for
1,434,088 shares of Wireless common stock exercisable at $0.15 per
share in the
form attached hereto as Exhibit A ("Warrant"), and BJW is willing
to accept the
Warrant, which gives it the possibility of future compensation, in
lieu of
current or other compensation arrangements for such
forbearance;
NOW, THEREFOR, in
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