EXHIBIT 4.3

                                 AMENDMENT NO. 5
                                       TO
                          CONSULTING SERVICES AGREEMENT

      THIS FIFTH AMENDMENT TO CONSULTING SERVICES AGREEMENT,  dated May 14, 2004
(the "Fifth Amendment"), is by and between Bartholomew 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"),  pursuant to which the Consultant  agreed 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"),  pursuant  to which the
Consultant agreed to provide certain 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"),  pursuant to which the
Consultant agreed to provide certain 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"),  pursuant to which the  Consultant
agreed to provide certain 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"),  pursuant to which the Consultant
agreed to provide certain consulting services to the Client.

      F.  Client and  Consultant  wish to amend  Section 2 of the  Agreement  to
provide for  additional  consideration  in exchange  for  additional  consulting
services.

                                    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:

<PAGE>

A.  Section 2 of the  Agreement  shall be deleted in its  entirety and is hereby
amended to read as follows:

"2. Consideration.

      Client  agrees  to pay  Consultant,  as his fee and as  consideration  for
services  provided,  Three  Million  (3,000,000)  shares of common  stock of the
Client.  By amendment dated September 25, 2003,  Client agrees to pay Consultant
an additional Two Million  (2,000,000)  shares of common stock of the Client. By
amendment dated November 25, 2003, Client agrees to pay Consultant an additional
Ten Million  (10,000,000)  shares of common  stock of the Client.  By  amendment
dated March 15, 2004,  Client  agrees to pay  Consultant  an  additional  Twenty
Million  (20,000,000)  shares  of  common  stock of the  Client.  Shares  issued
pursuant to this Third  Amendment  shall be issued to Terry  Byrne,  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."

EXECUTED on the date first set forth above.

                              CLIENT:

                              REALITY WIRELESS NETWORKS, INC.


                              By :
                                   --------------------------------
                              Name: Steve Careaga
                              Its: CEO

                              CONSULTANT:

                              BARTHOLOMEW INTERNATIONAL INVESTMENTS LIMITED,
                              INC.


                              By:
                                  --------------------------------
                              Name: Terry Byrne