EXHIBIT 4.5
AMENDMENT NO. 14
TO
CONSULTING SERVICES AGREEMENT
THIS FOURTEENTH AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated June 27,
2005 (the "Fourteenth Amendment"), is by and between Xxxxx Xxxxx of Xxxxxxxxxxx
International Investments Limited, Inc. (the "Consultant"), and Reality Wireless
Networks, Inc., a Nevada corporation (the "Client").
RECITALS
A. The Consultant and the Client entered into a Consulting Services
Agreement dated July 5, 2003, a copy of which is attached hereto as Exhibit A
(the "Agreement"), obligating the Consultant to provide certain consulting
services to the Client.
B. The Consultant and the Client entered into an Amendment No. 1 to
Consulting Services Agreement dated September 25, 2003, a copy of which is
attached hereto as Exhibit B (the "First Amendment"), obligating the Consultant
to provide certain additional consulting services to the Client.
C. The Consultant and the Client entered into an Amendment No. 2 to
Consulting Services Agreement dated November 25, 2003, a copy of which is
attached hereto as Exhibit C (the "Second Amendment"), obligating the Consultant
to provide certain additional consulting services to the Client.
D. The Consultant and the Client entered into an Amendment No. 3 to
Consulting Services Agreement dated March 15, 2004, a copy of which is attached
hereto as Exhibit D (the "Third Amendment"), obligating the Consultant to
provide certain additional consulting services to the Client.
E. The Consultant and the Client entered into an Amendment No. 4 to
Consulting Services Agreement dated April 12, 2004, a copy of which is attached
hereto as Exhibit E (the "Fourth Amendment"), obligating the Consultant to
provide certain additional consulting services to the Client.
F. The Consultant and the Client entered into an Amendment No. 5 to
Consulting Services Agreement dated May 14, 2004, a copy of which is attached
hereto as Exhibit F (the "Fifth Amendment"), obligating the Consultant to
provide certain additional consulting services to the Client.
G. The Consultant and the Client entered into an Amendment No. 6 to
Consulting Services Agreement dated June 14, 2004, a copy of which is attached
hereto as Exhibit G (the "Sixth Amendment"), obligating the Consultant to
provide certain additional consulting services to the Client.
H. The Consultant and the Client entered into an Amendment No. 7 to
Consulting Services Agreement dated November 10, 2004, a copy of which is
attached hereto as Exhibit H (the "Seventh Amendment"), obligating the
Consultant to provide certain additional consulting services to the Client.
I. The Consultant and the Client entered into an Amendment No. 8 to
Consulting Services Agreement dated December 3, 2004, a copy of which is
attached hereto as Exhibit I (the "Eighth Amendment"), obligating the Consultant
to provide certain additional consulting services to the Client.
J. The Consultant and the Client entered into an Amendment No. 9 to
Consulting Services Agreement dated December 16, 2004, a copy of which is
attached hereto as Exhibit J (the "Ninth Amendment"), obligating the Consultant
to provide certain additional consulting services to the Client.
K. The Consultant and the Client entered into an Amendment No. 10 to
Consulting Services Agreement dated February 17, 2005 a copy of which is
attached hereto as Exhibit K (the "Tenth Amendment"), obligating the Consultant
to provide certain additional consulting services to the Client.
L. The Consultant and the Client entered into an Amendment No. 11 to
Consulting Services Agreement dated March 30, 2005 a copy of which is attached
hereto as Exhibit L (the "Eleventh Amendment"), obligating the Consultant to
provide certain additional consulting services to the Client.
M. The Consultant and the Client entered into an Amendment No. 12 to
Consulting Services Agreement dated May 19, 2005 a copy of which is attached
hereto as Exhibit M (the "Twelfth Amendment"), obligating the Consultant to
provide certain additional consulting services to the Client.
N. The Consultant and the Client entered into an Amendment No. 13 to
Consulting Services Agreement dated June 6, 2005 a copy of which is attached
hereto as Exhibit N (the "Thirteenth Amendment"), obligating the Consultant to
provide certain additional consulting services to the Client.
O. Client and Consultant wish to amend Section 2 of the Agreement to
provide for additional consideration in exchange for additional consulting
services and to extend the term of the Agreement.
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AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements, representations, warranties and covenants contained herein, and for
other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
A. Section 2 of the Agreement is deleted in its entirety and is hereby
amended and replaced as follows:
"2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration for
services provided, 3,000,000 shares of common stock of the Client. By amendment
dated September 25, 2003, Client agrees to pay Consultant an additional
2,000,000 shares of common stock of the Client. By amendment dated November 25,
2003, Client agrees to pay Consultant an additional 10,000,000 shares of common
stock of the Client. By amendment dated March 15, 2004, Client agrees to pay
Consultant an additional 20,000,000 shares of common stock of the Client. Shares
issued pursuant to this Third Amendment shall be issued to Xxxxx Xxxxx, the
natural person performing the consulting services for Client through Consultant.
By amendment dated April 12, 2004, Client agrees to pay Consultant an additional
15,000,000 shares of common stock of the Client. By amendment dated May 14,
2004, Client agrees to pay Consultant an additional 20,000,000 shares of common
stock of the Client. By amendment dated June14, 2004, Client agrees to pay
Consultant an additional 6,864,530 shares of common stock of the Client. By
amendment dated November 10, 2004, Client agrees to pay Consultant an additional
10,000,000 shares of common stock of the Client. By amendment dated December 3,
2004, Client agrees to pay Consultant an additional 5,000,000 shares of common
stock of the Client. By amendment dated December 16, 2004, Client agrees to pay
Consultant an additional 7,500,000 shares of common stock of the Client. By
amendment dated February 17, 2005 Client agrees to pay Consultant an additional
12,250,000 shares of common stock of the Client. By amendment dated March 30,
2005 Client agrees to pay Consultant an additional 25,000,000 shares of common
stock of the Client, which shares shall be registered on Form S-8. By amendment
dated May 19, 2005 Client agrees to pay Consultant an additional 1,666,667
shares of common stock of the Client, which shares shall be registered on Form
S-8. By amendment dated June 6, 2005 Client agrees to pay Consultant an
additional 3,333,334 shares of common stock of the Client, which shares shall be
registered on Form S-8. By amendment dated June 27, 2005 Client agrees to pay
Consultant an additional 16,666,667 shares of common stock of the Client, which
shares shall be registered on Form S-8. Shares issued pursuant to this
Fourteenth Amendment shall be issued to Xxxxx Xxxxx, the natural person
performing the consulting services for Client through Consultant. 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."
B. Section 6(a) of the Agreement shall be deleted in its entirety and is
hereby amended to read as follows:
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"6. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next to the
signatures below and terminate twelve (12) months thereafter (the "Term").
Unless otherwise agreed upon in writing by Consultant and Client or otherwise
provided herein, any amendment to this Agreement shall automatically have the
effect of extending the Term of the Agreement until the later of one hundred
eighty (180) days following the original Term or for an additional one hundred
eighty (180) days following the date of such amendment.
EXECUTED on the date first set forth above.
CLIENT:
REALITY WIRELESS NETWORKS, INC.
By:
----------------------
Name: Xxxxx Xxxxxxx
Its: CEO
CONSULTANT:
XXXXXXXXXXX INTERNATIONAL INVESTMENTS LIMITED, INC.
By:
---------------------
Name: Xxxxx Xxxxx
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