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                                  EXHIBIT 10.5

                              CONSULTING AGREEMENT


This consulting  agreement (this "Agreement") is made this 28th day of February,
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 [Nassau  Consultants],  having a principal
residence at 13085 Morris Road,  Alpharette,  Georgia  30004  (collectively  the
"Parties" and each individually a "Party").

                                    RECITALS:

NASSAU  CONSULTANTS is a consulting  firm whose  principal  place of business is
located in Nassau 752a Hempstead  Turnpike,  Suite 206,  Franklin  Square,  N.Y.
11010

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

         A.       Duties:  NASSAU  CONSULTANTS  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. NASSAU CONSULTANTS 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 NASSAU
                           CONSULTANTS,  and NASSAU CONSULTANTS agrees to accept
                           from RWNT, nine hundred thousand  (900,000) 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
                           NASSAU CONSULTANTS under this Agreement shall be paid
                           upon execution of this Agreement.

         D.       Expense Reimbursement: RWNT shall reimburse NASSAU CONSULTANTS
                  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, NASSAU CONSULTANTS,  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 NASSAU CONSULTANTS 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


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         limitation,  reasonable  attorney's  fees, from the other Party for all
         matters, including, but no limited to, appeals.

V.       Injunctive  Relief:  NASSAU  CONSULTANTS  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  NASSAU  CONSULTANTS from such violation may be
         entered  against  NASSAU  CONSULTANTS  in addition to any other  relief
         available to RWNT.


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


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         liability  (whether  direct  or  indirect,   in  contract  or  tort  or
         otherwise) to NASSAU  CONSULTANTS  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 NASSAU  CONSULTANTS  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 NASSAU  CONSULTANTS 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
         NASSAU CONSULTANTS 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  NASSAU  CONSULTANTS  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  NASSAU   CONSULTANTS
         hereinabove  set forth  shall be in  addition  to any  liability  which
         NASSAU  CONSULTANTS  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 NASSAU  CONSULTANTS,  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.


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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.

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: February 28, 2003           By:  /s/ Rick Ramirez
                                     --------------------
                                           Rick Ramirez, Vice President,
                                           Business Development

Date: February 28, 2003           By:  /s/ Nassau International Consultants Inc
                                    -----------------------
                                           Nassau International Consultants Inc


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