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                                  EXHIBIT 10.4

                              CONSULTING AGREEMENT


This  consulting  agreement  (this  "Agreement") is made this 12th day of March,
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 Robert  Gray,  having a  principal
residence 40 Overby Lane,  Atlanta,  GA  (collectively  the  "Parties"  and each
individually a "Party").

                                    RECITALS:

ROBERT  GRAY is a  consultant  whose  principal  place of business is located in
Atlanta, GA; and

RWNT  desires to retain  ROBERT  GRAY 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  ROBERT  GRAY and ROBERT GRAY hereby
         accepts such engagement upon the terms and conditions set forth in this
         Agreement.

         A.       Duties:   ROBERT  GRAY  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.  ROBERT  GRAY will report  directly to Rick  Ramirez 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 ROBERT
                           GRAY , and ROBERT  GRAY  agrees to accept  from RWNT,
                           Seven  hundred  thousand  (700,000)  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
                           ROBERT GRAY under this  Agreement  shall be paid upon
                           execution of this Agreement.

         D.       Expense  Reimbursement:  RWNT shall reimburse  ROBERT GRAY 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,  ROBERT  GRAY,  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 ROBERT GRAY 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.


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V.       Injunctive Relief:  ROBERT GRAY 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
         injunction  restraining  ROBERT GRAY from such violation may be entered
         against ROBERT GRAY in addition to any other relief available to RWNT.


VI.      Representations  and  Warranties:  ROBERT  GRAY  represents,  warrants,
         covenants  and agrees  that  ROBERT GRAY has a right to enter into this
         Agreement;  that  ROBERT  GRAY  is  not a  Party  to any  agreement  or
         understanding,  whether  written or oral,  which would prohibit  ROBERT
         GRAY's performance of his obligations hereunder; and ROBERT GRAY is not
         in possession of any proprietary information belonging to another Party
         which ROBERT GRAY 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:  ROBERT  GRAY  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 ROBERT GRAY 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 ROBERT
         GRAY 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). ROBERT GRAY also agrees
         that no Indemnified  Person shall have any liability (whether direct or
         indirect,  in contract or tort or  otherwise)  to ROBERT GRAY 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 ROBERT
         GRAY  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


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         harmless,  then  ROBERT  GRAY 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
         ROBERT GRAY and its  shareholders  on the one hand and RWNT or any such
         other Indemnified Person on the other hand, but also the relative fault
         of ROBERT GRAY 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 ROBERT GRAY hereinabove set forth shall be
         in addition to any liability  which ROBERT GRAY 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 ROBERT GRAY, 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.


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

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: March 12, 2003                By:  /s/ Rick Ramirez
                                       --------------------
                                             Rick Ramirez, Vice President,
                                             Business Development

Date: March 12, 2003                By:   /s/ Robert Gray
                                           -----------------------
                                              ROBERT GRAY



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