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                                  EXHIBIT 10.12

                AMENDED CONSULTING AGREEMENT WITH TERRENCE BYRNE

                              CONSULTING AGREEMENT


This consulting  agreement  (this  "Agreement") is made this 6th day of January,
2003, between Reality Wireless  Networks,  Inc., a bulletin board public company
("RWNT"), having a principal place of business located at 120 W. Campbell, Suite
E, Campbell,  California 95008, and Terrence Byrne ("BYRNE"), having a principal
residence at 13085 Morris Road,  Alpharette,  Georgia  30004  (collectively  the
"Parties" and each individually a "Party").

                                    RECITALS:

BYRNE  is a  businessman  whose  principal  place  of  business  is  located  in
Alpharette, Georgia; and

RWNT desires to retain BYRNE as a business development and marketing consultant.

NOW THEREFORE,  in consideration  of their mutual promises made herein,  and for
other good and valuable  consideration,  receipt of which is hereby acknowledged
by each Party,  the  Parties,  intending  to be legally  bound,  hereby agree as
follows:

I.       Recitals.  The Parties agree that the  foregoing  recitals are true and
         correct and are incorporated herein by reference.

II.      Engagement.  RWNT hereby  engages  BYRNE and BYRNE hereby  accepts such
         engagement upon the terms and conditions set forth in this Agreement.

         A.       Duties: BYRNE is engaged by RWNT as a business development and
                  marketing  consultant,  to represent  RWNT and its business in
                  the United  States;  to assist RWNT in expanding  its business
                  operations in "business  consulting" services and trade. BYRNE
                  will report directly to the Chief Executive Officer ("CEO") of
                  RWNT. The term of this Agreement begins immediately.

         B.       Terms:  Subject  to the terms of this  Agreement  relating  to
                  termination,  this Agreement  shall continue in full force and
                  effect for a term of twelve (12) months from the date  hereof,
                  and may be  renewed  for  successive  periods  of twelve  (12)
                  months  thereafter  by the  mutual  written  agreement  of the
                  Parties  hereto  made at  least  one (1)  month  prior  to the
                  expiration of such term.

         C.       Fee Structure:


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                  1.       Time is of the  Essence:  Time is of the essence with
                           respect to the Parties' respective  obligations under
                           this Agreement.

                  2.       Amount of Fee:  RWNT hereby agrees to issue to BYRNE,
                           and BYRNE  agrees to accept  from RWNT,  two  million
                           four hundred thirty  thousand  (2,430,000)  shares of
                           common  stock of RWNT,  which will be  registered  by
                           RWNT on a  Registration  Statement  Form S-8 with the
                           Securities and Exchange Commission.

                  3.       Timing  of  Payment  of Fee:  Any and all fees due to
                           BYRNE  under  this  Agreement   shall  be  paid  upon
                           execution of this Agreement.

         D.       Expense  Reimbursement:  RWNT  shall  reimburse  BYRNE for all
                  reasonable   expenses   incurred.   Expenses   and   materials
                  reimbursements  shall be made promptly  upon  submission of an
                  expense report to RWNT.

         E.       Independent  Contractors:  In all  matters  relating  to  this
                  Agreement and  otherwise,  the Parties hereto shall be and act
                  as independent  contractors,  neither shall be the employee or
                  agent  of the  other,  and  each  shall  assume  any  and  all
                  liabilities  for its own acts. As a result of his  independent
                  contractor  status,  BYRNE, and not RWNT, shall be responsible
                  for any and all income taxes and any and all other  employment
                  related taxes or assessments which may be required of BYRNE in
                  his  jurisdiction.  Neither  Party shall have any authority to
                  create any obligations,  express or implied,  on behalf of the
                  other Party and  neither  Party  shall have any  authority  to
                  represent  the other Party as an  employee or in any  capacity
                  other than as herein provided.

III.     Termination:  This  Agreement may be  terminated  by written  notice of
         either Party hereto forwarded to the other Party hereto. This Agreement
         shall be binding on the Parties  hereto for the Term  provided  herein,
         unless terminated as provided herein.

IV.      Arbitration:  Any  controversy  or claim  arising out of or relating to
         this  Agreement,  or  the  breach  thereof,  or its  interpretation  or
         effectiveness, and which is not settled between the Parties themselves,
         shall be settled by binding  arbitration  in New York and judgment upon
         the award may be  entered  in any court  having  jurisdiction  thereof.
         Nothing,  however,  contained  herein  shall  limit  RWNT's  rights  to
         injunctive  relief as set out in  Paragraph  V of this  Agreement.  The
         prevailing Party in any litigation,  arbitration or mediation  relating
         to collection of fees, or any other matter under this Agreement,  shall
         be  entitled  to  recover  all its  costs,  if any,  including  without
         limitation,  reasonable  attorney's  fees, from the other Party for all
         matters, including, but no limited to, appeals.

V.       Injunctive  Relief:  BYRNE  agrees  that his  violation  or  threatened
         violation  of any of the  provisions  of  this  Agreement  shall  cause
         immediate  and  irreparable  harm  to  RWNT  and,  in  such  event,  an


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         injunction restraining BYRNE from such violation may be entered against
         BYRNE in addition to any other relief available to RWNT.


VI.      Representations and Warranties:  BYRNE represents,  warrants, covenants
         and agrees  that BYRNE has a right to enter into this  Agreement;  that
         BYRNE is not a Party to any agreement or understanding, whether written
         or oral,  which would prohibit  BYRNE's  performance of his obligations
         hereunder;   and  BYRNE  is  not  in  possession  of  any   proprietary
         information   belonging  to  another   Party  which  BYRNE  is  legally
         prohibited  from using.  A breach of this  Paragraph VI shall be ground
         for immediate termination of this Agreement.

VII.     Indemnification and Hold Harmless Clause: BYRNE agrees to indemnify and
         hold RWNT and its affiliates,  control  persons,  directors,  officers,
         employees and agents (each an "Indemnified  Person")  harmless from and
         against all losses, claims,  damages,  liabilities,  costs or expenses,
         including those resulting from any threatened or pending investigation,
         action,  proceeding  or  dispute  whether or not RWNT or any such other
         Indemnified Person is a party to such investigation, action, proceeding
         or dispute,  arising out of RWNT's entering into or performing services
         under this Agreement,  or arising out of any matter referred to in this
         Agreement.  This  indemnity  shall also include  RWNT's and/or any such
         other Indemnified Person's reasonable  attorneys' and accountants' fees
         and  out-of-pocket  expenses  incurred  in,  and  the  cost  of  RWNT's
         personnel whose time is spent in connection with, such  investigations,
         actions,  proceedings or disputes which fees,  expenses and costs shall
         be periodically reimbursed to RWNT and/or to any such other Indemnified
         Person  by BYRNE  as they are  incurred;  provided,  however,  that the
         indemnity  herein set forth  shall not apply to an  Indemnified  Person
         where a court of competent  jurisdiction has made a final determination
         that such  Indemnified  Person acted in a grossly  negligent  manner or
         engaged  in  willful  misconduct  in the  performance  of the  services
         hereunder which gave rise to the loss, claim, damage,  liability,  cost
         or expense sought to be recovered hereunder (but pending any such final
         determination  the   indemnification   and   reimbursement   provisions
         hereinabove   set  forth  shall  apply  and  BYRNE  shall  perform  its
         obligations   hereunder  to  reimburse  RWNT  and/or  each  such  other
         Indemnified  Person  periodically for its, his or their fees,  expenses
         and costs as they are incurred).  BYRNE also agrees that no Indemnified
         Person  shall  have any  liability  (whether  direct  or  indirect,  in
         contract or tort or otherwise)  to BYRNE for or in connection  with any
         act or  omission  to act as a  result  of  its  engagement  under  this
         Agreement  except for any such liability for losses,  claims,  damages,
         liabilities  or  expenses  incurred  by BYRNE  that is found in a final
         determination  by a court of competent  jurisdiction  to have  resulted
         from such Indemnified Person's gross negligence or willful misconduct.

         If for any reason, the foregoing indemnification is unavailable to RWNT
         or any  such  other  Indemnified  Person  or  insufficient  to  hold it
         harmless,  then BYRNE shall contribute to the amount paid or payable by
         RWNT or any such  other  Indemnified  Person as a result of such  loss,
         claim,  damage or liability in such  proportion  as is  appropriate  to
         reflect  not only  the  relative  benefits  received  by BYRNE  and its


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         shareholders  on the one hand and  RWNT or any such  other  Indemnified
         Person on the other hand, but also the relative fault of BYRNE and RWNT
         or any such other Indemnified Person, as well as any relevant equitable
         considerations;   provided   that  in  no  event  will  the   aggregate
         contribution by RWNT and any such other  Indemnified  Person  hereunder
         exceed the amount of fees  actually  received by RWNT  pursuant to this
         Agreement. The reimbursement, indemnity and contribution obligations of
         BYRNE hereinabove set forth shall be in addition to any liability which
         BYRNE may otherwise have and these obligations and the other provisions
         hereinabove set forth shall be binding upon and inure to the benefit of
         any successors,  assigns, heirs and personal  representatives of BYRNE,
         RWNT and any other Indemnified Person.

         The terms  and  conditions  hereinabove  set forth  shall  survive  the
         termination  and  expiration  of  this  Agreement  and  shall  continue
         indefinitely thereafter.


VIII.    Notice:  Any notice given or required to be given under this  Agreement
         shall be in writing and service  thereof shall be sufficient if sent be
         hand or by telex or telegram,  facsimile  transmission or other similar
         means of  communication  if  confirmed by mail,  or by certified  mail,
         return-receipt   requested,  with  postage  prepaid,  directly  to  the
         Parties'  respective  addresses herein above set forth. Each Party may,
         from  time to time,  by like  written  notice,  designate  a  different
         address to which notice should thereafter be sent.

IX.      Survival:  The covenants  contained in this Agreement shall survive the
         termination  of this  Agreement,  for  whatever  reason,  and  shall be
         binding on the Parties.

X.       Binding  Effect:  The terms of the Agreement  shall be binding upon the
         respective  Parties  hereto,  their  heirs,  their  owners,  co-owners,
         partners,  associates,  employers,  affiliates,   subsidiaries,  parent
         companies,  nominees,  representatives,  employees, agents, consultants
         and successors and assigns.

XI.      Assignment: This Agreement and the rights and obligations hereunder may
         not be assigned or delegated by either Party  without the prior consent
         of the other Party.

XII.     Choice of Law:  This  Agreement is made in New York,  and all questions
         related to the execution,  construction,  validity,  interpretation and
         performance of this Agreement and to all other issues or claims arising
         hereunder, shall be governed and controlled by the laws of New York.

XIII.    Venue:  The  state of New York  shall be  proper  venue for any and all
         litigation and other proceeds involving this Agreement.

XIV.     Counterparts:   This   Agreement   may  be  signed  in  more  than  one
         counterpart,  in  which  case  each  counterpart  shall  constitute  an
         original of this Agreement.


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XV.      Severability:  In the event that any term,  covenant,  or  condition of
         this Agreement or the application thereof to any Party or circumstances
         shall,  to any extent,  be invalid or  unenforceable,  the remainder of
         this Agreement,  or the application of such term, covenant or condition
         to  Parties  or  circumstances  other than those as to which it is held
         invalid or non  enforceable,  shall not be affected  thereby;  and each
         term, covenant, or condition of this Agreement shall be valid and shall
         be enforced to the fullest extent permitted by law.

XVI.     Modification:  No amendment,  modification, or waiver of this Agreement
         or any provision hereof shall be valid unless in writing duly signed by
         the Parties hereto, which writing specifically refers to this Agreement
         and states that it is an amendment, modification, or waiver.

XVII.    Entire  Agreement:  This  Agreement  represents  the  entire  agreement
         between the Parties to this Agreement  concerning  its subject  matter,
         and any and all prior  representations  and agreements  with respect to
         such subject  matter,  if any, are merged herein and are  superseded by
         this Agreement.

XVII.    Construction:  Paragraph  headings are for convenience only and are not
         intended to expand or restrict the scope or substance of the provisions
         of this Agreement. Whenever used herein, the singular shall include the
         plural,  the plural shall include the singular,  and pronouns  shall be
         read as masculine, feminine, or neuter as the context requires.



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IN WITNESS  WHEREOF,  the Parties  have signed this  Agreement as of the day and
year first above written.

                                 Reality Wireless Networks, Inc.


Date: January 29, 2003           By:  /s/ Rick Ramirez
and amended April 24, 2003            --------------------
                                          Rick Ramirez, Vice President -
                                          Business Development

Date: January 29, 2003           By:  /s/ Terrence Byrne
and amended April 24, 2003            -----------------------
                                          Terrence Byrne


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