Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail (US) Inc. - Exhibit 10.15









	EXHIBIT 10.15 
	MobileMail
      Re-seller Agreement Cover Sheet 




  	Parties to the agreement   
	Partner:
        	Mira Networks 	MobileMail Limited 
	 
        

          

        Address: 

          	1st Floor North Wing 

        The Workshop 

        70 7th Ave Parktown North 

        South Africa 	Suite 5.15, MLS Business Centre,
        

        130 Shaftesbury Avenue, 

        London, W1D 5EU 

        UK 









	1. Products under the Agreement (hereinafter the
      “Product List”) 
	MAILSMS 
CorporateSMS Administrative Interface
      
CorporateSMS Server 







	2. Media 
	      • MAILSMS
        (Microsoft Installation File .msi (file format) 

              • CorporateSMS Server (Postgre
        SQL database & PHP scripts) 

              • MAILSMS user guide (PDF /
        Microsoft Word) 

              • CorporateSMS Administration
        user guide (PDF / Microsoft Word) 








	3. Price List – all prices in
      GBP 
	      • Initial
        License Fee £3,000 

              • Monthly Maintenance Fee £350
      






	4. Contact Information 	  
	Reseller 	MobileMail 
	Sean D Conde (sean@mira.co.za) 	Gary Flint (gary.flint@mailsms.co.uk)






	5. Territory 
	South Africa 
Option to increase territory
      coverage upon agreement by both parties 






	6. Initial Order 
	License to host & distribute MobileMail software in
      South Africa 





	7. Partner's Support
      Obligations
	       •
        Installation support to affiliated re-sellers / direct users 

               • On-going application
        support to South African clients 




MobileMail Re-seller Agreement Cover Sheet 
1107283.1 








	8. Marks (reference to the Clause 11 of the Standard
      Terms and Conditions) 
	MobileMail hereby permits Mira Networks to White
          label the technology, permitting them to change the branding of the
          application, at their own expense. 

        

          

           







	9. Appendices 
	  
Hosting requirements 
 
      

               • H/W: Intel/AMD processor
        2Ghz+, 512MB RAM (1GB for the best), 20GB HDD 

               • O/S: Linux 

               • WEB server: Apache +
        PHP 4.3.8+ 

               • RDBMS: PostgreSQL 7.4
        

               • Internet connection:
        depending on the SMS sending usage. 10mbit+ 












	10. Other Terms and Agreements: 
	
      All monthly payments to MobileMail are to be made in GBP on the
      execution date of this agreement 

      Monthly payment will total £600, to be paid one month in advance, by
      Cheque or a direct wire transfer into the MobileMail bank account.
      (details to be provided separately) 

      Any changes to license fees must be subject to approval by MobileMail
      Ltd. & Mira Networks. 








This Agreement (the “Agreement”) sets forth the terms and
conditions on which the Re-seller listed above (the “Re-seller”, hereinafter
MobileMail and Partner collectively the “Parties” and individually the “Party”)
has agreed to act as an agent for MobileMail’s software products.

The Agreement consists of this cover sheet and MobileMail’s
Standard Terms and Conditions for Re-seller Agreements, which are attached
hereto, as well as any appendices executed by the parties and attached hereto,
all of which incorporated herein and an integral part hereof. This Agreement
shall become binding and effective upon execution by both parties. The term of
this Agreement shall commence on the latest date written below under the
parties’ names (“Effective Date”). This Agreement may be executed in one or more
facsimile or original counterparts. 

	 	Mira Networks 	 		MobileMail Limited 
	 	  	 	  	  
	 		 		 
	By: 	/s/ Sean Conde 	 	By: 	/s/ Gary Flint 
	 	Name: Sean D. Conde 	 	 	Name: Gary Flint 
	 	Title: Director 	 	  	Title:Director 
	 	Date: 8 Nov. 	 	   	Date:8 Nov. 05 




MobileMail Re-seller Agreement Cover Sheet 

1107283.1 









	MobileMail Licence Agreement 
	Standard Terms
      and Conditions 


        These Standard Terms
and Conditions (together with the Cover Sheet, as well as any other schedules
and exhibits incorporated by reference in the Cover Sheet, collectively, the
“Agreement”) govern the terms of the co-operation of the Parties. 

       
1.        
Definitions 

“Cover Sheet” shall mean the Software Licence Agreement Cover
Sheet. 

“End User" shall mean the entity, organisation or person that
is the actual end user of the Licensed Programs. 

“Intellectual Property Rights” means all vested contingent
  and future intellectual property rights including but not limited to copyright,
  trade marks, service marks, design rights (whether registered or unregistered),
  patents, know-how, trade secrets, inventions, get-up, database rights and any
  applications for the protection or registration or these rights and all renewals
  and extensions thereof existing in any part of the world whether now known or
  in the future created to which MobileMail may be entitled

 “Licence” means the Licence granted herein. 

“Licence Fee” means the fee for the Licence provided under this
Agreement specified in the Cover Sheet.

“Licensed Program Materials” means the Licensed Programs,
  the Program Documentation and the Media for the Licensed Programs 

“Licensed Programs” means the systems, applications
  and computer programs of MobileMail listed under Section 1 of the Cover Sheet,
  and any documentation relating to the same, including any translation thereof.


"Marks" shall mean the trade name, product names, symbols and
  trademarks of MobileMail used in connection with the Licensed Programs 

“Media” means the media on which the Licensed Programs
  and the Program Documentation are recorded or printed as provided to the Licensee
  by MobileMail specified in Section 2 of the Cover Sheet 

“Program Documentation” means the operating manuals,
  user instructions, technical literature and all other related materials in eye-readable
  form supplied to the Licensee by MobileMail for aiding the use and application
  of the Licensed Programs 

“Specification” means the specification of the Licensed
  Programs describing the facilities and functions thereof, a copy of which is
  annexed to this Agreement 

"Term" shall mean the term of this Agreement as specified in
  Clause 16 below. 

"Terms & Conditions" or “T&C’s” shall mean the
agreement under which MobileMail grants to End User a license to use the
software incorporated in the Product.

"Territory" shall mean the geographic area designated as such
under Section 5 of the Cover Sheet 

       
2.        
Grant of Licence 

Subject to the limitations and restrictions provided in this
Clause and to the other terms and conditions of this Agreement, MobileMail
grants the Licensee a non exclusive Licence to use and sell the Licensed
Programs to End Users in the Territory. 

Nothing in this Agreement shall be construed in any manner as
  limiting MobileMail's marketing or distribution activities within or outside
  the Territory or MobileMail's appointment of other distributors, Licensees,
  licensees or agents in or outside the Territory, or MobileMail's distribution
  of the Licensed Programs to companies located outside the Territory for use
  within the Territory. 

MobileMail Re-seller Agreement Cover Sheet 

  1107283.1 



 


The Licensee shall ensure that the sale of the Licensed
Programs in the Territory comply with requirements of local law in the
Territory, and that MobileMail has sufficient protection concerning proprietary
rights, warranty disclaimers and limitations of liability under such local law.


Unless otherwise approved in writing by MobileMail, the
Licensee shall market the Licensed Programs within the Territory specified in
Section 5 of the Cover Sheet only and therefore agrees not to seek End Users, or
establish a branch or maintain a depot with respect to the Licensed Programs,
outside the Territory.

Except for the license rights granted under this section, no
other license right for the Licensed Programs is either implicitly or explicitly
granted. MobileMail shall have a right to withdraw this license by delivery of a
written notice thereof at any time. 

       
3.        
Duties and Obligations of the Licensee 

The Licensee shall forthwith notify MobileMail if the Licensee
becomes aware of any problems related to the performance, packaging, marketing,
or promotion of the Licensed Programs and will also forward to MobileMail any
and all modifications, design changes or improvements of the Licensed Programs
suggested by any customer, employee or agent. 

       
4.        
Payment 

The Licence Fee shall be paid by the Licensee as provided in
the Cover Sheet 

The Licence Fee and other charges payable under this Agreement
are exclusive of any applicable VAT and other sales tax which shall be payable
by the Licensee at the rate and in the manner prescribed by law against
submission of a valid tax invoice. 

Any charges payable by the Licensee under this Agreement in
addition to the Licence Fee shall be paid within 14 days after the receipt by
the Licensee of MobileMail's invoice thereof.

MobileMail shall have the right to charge interest on overdue
monies. All payments hereunder shall be in Pounds Sterling (“GBP”), if not
specifically stated otherwise. The interest on overdue payments shall be 15 %
per year, calculated from the date when payment of the invoice becomes due for
payment up to and including the date of actual payment whether before or after
judgment. 

       
5.        
Delivery 

MobileMail shall deliver the Licensed Program Materials to the
Licensee. The Licensed Programs so delivered shall consist of one copy of the
object code of the Licensed Programs in machine-readable form only, on the Media


       
6.         Risk


Risk in the Media shall pass to the Licensee on delivery. If
any part of the Media shall thereafter be lost, destroyed or damaged MobileMail
shall promptly replace the same (embodying the relevant part of the Licensed
Programs or Program Documentation) subject to the Licensee paying the cost of
such replacement 

       
7.        
Testing and Acceptance 

The Licensee shall supply to MobileMail immediately after
delivery of the Licensed Programs, test data which in the reasonable opinion of
the parties is suitable to test whether the Licensed Programs are in accordance
with the Specification, together with the results expected to be achieved by
processing such test data using the Licensed Programs. 

The Licensee shall accept the Licensed Programs immediately
  after MobileMail has demonstrated that the Licensed Programs have correctly
  processed the test data by achieving the expected results. 

MobileMail Re-seller Agreement Cover Sheet 

  1107283.1 



 


In the event of failure of the Licensed Programs to pass the
tests MobileMail shall following notification of the relevant failure at its own
expense correct the errors in the Licensed Programs and notify the Licensee that
it is ready to repeat the tests and such tests shall be repeated. 

Notwithstanding the above, installation of the Licensed
Programs shall be deemed to be completed and the Licensed Programs shall be
deemed to be accepted upon successful execution of the tests referred to above
or when the Licensed Programs have been sold by the Licensee or its agent,
whichever is the earlier. 

       
8.        
Restrictions on Alterations 

The parties acknowledge that the Licensed Programs are to be
modified by the Licensee in order to integrate and operate with third party
software.

Save as provided in this Agreement, the Licensee undertakes not
to translate, adapt, vary, modify, disassemble, decompile or reverse engineer
the Licensed Program Materials without MobileMail’s prior written consent.

The Licensee may incidentally decompile the Licensed Programs
only if it is essential to do so in order to achieve interoperability of the
Licensed Programs with another software program or hardware (‘Permitted
Purpose’) and provided the information obtained by the Licensee during such
decompilation is only used for the Permitted Purpose and is not disclosed or
communicated to any third party without MobileMail's prior written consent and
is not used to create any software which is substantially similar to the
expression of the Licensed Program Materials nor used in any manner which would
be restricted by copyright.

The Licensee undertakes to first consult MobileMail regarding
any data the Licensee requires in order to achieve interoperability or to deduce
underlying ideas and principles so that MobileMail may consider making the same
available to the Licensee (without the Licensee having to decompile) subject to
the restrictions on disclosure set out above. 

       
9.        
Security and Control 

The Licensee shall during the continuance of the Licence: 

effect and maintain adequate security measures to safeguard the
  Licensed Program Materials from access or use by any unauthorised person; 

retain the Licensed Program Materials and all copies thereof
  under the Licensee's effective control; 

maintain a full and accurate record of the Licensee's copying
  and disclosure of the Licensed Program Materials and shall produce such record
  to MobileMail on request from time to time.

       
10.        Maintenance and
Support 

MobileMail shall provide reasonable assistance and
installation support to the Licensee. It is expressly agreed that MobileMail
shall not be under any obligation to provide support to the Licensees or End
Users.

       
11.        
Trademarks 

The Licensee acknowledges that MobileMail is the owner of the
Marks and all goodwill attaching thereto and has the exclusive right to use and
license the use of the Marks throughout the world. The Licensee covenants that
it shall not at any time during the term hereof or thereafter, assert the
invalidity or contest MobileMail's ownership of the Marks, any application,
therefore or registration thereof. 

The Licensee acknowledges that MobileMail has not made any representation
  or warranty that the Marks are registered or registrable. Failure to obtain
  or maintain registration of any of the Marks anywhere in the world shall not
  be a breach of the terms hereof by MobileMail.

MobileMail Re-seller Agreement Cover Sheet 

  1107283.1 



 


Throughout the term of this Agreement and thereafter the
Licensee shall not adopt or use anywhere in the world any trademark, service
mark, trade name, logo or commercial symbol which includes a component of any of
the Marks or is confusingly similar to any of the Marks. 

All advertising and promotional materials bearing any of the
Marks shall include a notice to the effect that the Marks belong exclusively to
MobileMail as well as such other statements as MobileMail shall reasonably
require from time to time, in its sole discretion. The Licensee shall promptly
make available to MobileMail at its request one copy of any advertising material
created or disseminated by the Licensee which mentions or uses any of the Marks
and shall, when reasonably possible, revise the same at the request of
MobileMail.

The Licensee acknowledges and agrees that all goodwill
associated with the Marks shall endure directly and exclusively to the benefit
of and belong to MobileMail. 

       
12.        
Limitation of Liabilitv 

EXCEPT AS OTHERWISE PROVIDED HEREIN AND EXCEPT FOR (I) LIABILITY
  IN NEGLIGENCE CAUSING PERSONAL INJURY OR DEATH; (II) LIABILITY UNDER THE CONSUMER
  PROTECTION STATUTES; (III) LIABILITY FOR FRAUDULENT STATEMENTS; (IV) ANY OTHER
  LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED (AS APPROPRIATE); AND (V)
  LIABILITY ARISING OUT OF A PARTY’S INDEMNIFICATION OBLIGATIONS, INTENTIONAL
  MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF CONFIDENTIALITY AND TO THE FULL EXTENT
  PERMISSIBLE BY LAW, EACH PARTY’S LIABILITY FOR ALL CLAIMS ARISING OUT OF
  THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO
  THE SUM OF TEN THOUSAND EUROS (€10,000) PER EVENT OR SERIES OF EVENTS
  ARISING FROM A COMMON CAUSE. 

TO THE FULL EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR (I) LOSS OF DATA; (II) LOSS
OF PROFITS; (III) BUSINESS INTERRUPTION; (IV) LOSS OF SALE; (V) LOSS OF
TURNOVER; (VI) LOSS OF OR DAMAGE TO BUSINESS; (VII) WASTED MANAGEMENT OR OTHER
STAFF TIME; (VIII) LOSS OF CUSTOMER; (IX) LOSSES OR LIABILITIES UNDER OR IN
RELATION TO ANY OTHER CONTRACT; OR (X) SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
INDIRECT LOSS OR DAMAGE. FOR THE PURPOSES OF THIS SECTION, THE TERM “LOSS” SHALL
INCLUDE A PARTIAL LOSS OR REDUCTION IN VALUE AS WELL AS A COMPLETE OR TOTAL
LOSS. 

Except for losses or damages arising out of intentional
misconduct or gross negligence, the above exclusions shall apply howsoever they
may arise from or in relation to this agreement and/or the software, howsoever
caused and whether arising in contract, tort (including but not limited to
negligence) or otherwise. The above exclusions will also apply even if such
party in question has been advised or is aware of the possibility of such
damages arising and/or such damages are reasonably foreseeable.

       
13.        
Proprietary Rights 

MobileMail does not grant to the Licensee any rights to any
intellectual property, including without limitation copyright, patent,
trademark, trade secret or any other proprietary right, relating to the Licensed
Programs or to any other materials furnished unless this Agreement specifically
provides for such a right. 

The Licensed Program Materials and the Intellectual Property
Rights of whatever nature in the Licensed Program Materials or any variation or
alternation thereof made or contemplated by the Licensee, its employees and/or
agents are and shall remain the property of MobileMail. 

The Licensee shall notify MobileMail immediately if the
Licensee becomes aware of any unauthorised use of the whole or any part of the
Licensed Program Materials by any person. 

The Licensee agrees not to (i) modify, alter, or create any derivative
  work of the Licensed Programs, including but not limited to inclusion of any
  other software; (ii) make any copies of the Licensed Programs or any portion
  thereof; (iii) reverse engineer, disassemble, decompile or otherwise attempt


MobileMail Re-seller Agreement Cover Sheet 

  1107283.1 



 


to derive source code from the Licensed Programs unless this
Agreement specifically provides for such right or with MobileMail’s express
written approval. 

The Licensee will promptly notify MobileMail in writing upon
its discovery of any unauthorised use or infringement of the Licensed Programs
or MobileMail's intellectual property rights with respect thereto. MobileMail
will have the sole and exclusive right to bring an infringement action or
proceeding against a third party, and, in the event that MobileMail brings such
an action or proceeding, the Licensee will co-operate and provide full
information and assistance to MobileMail and its counsel in connection with any
such action or proceeding. Failure by the Licensee to promptly notify MobileMail
and so cooperate shall be considered a breach of a material term of this
Agreement. 

       
14.        
Indemnification

Indemnification by MobileMail. If a third party presents
a claim against the Licensee pertaining to the infringement of copyright caused
by the use or distribution of the Licensed Programs in accordance with this
Agreement (a "Claim"), MobileMail shall be responsible at its own cost to pursue
all the necessary legal and other actions to defend the Licensee, and to pay,
indemnify and hold harmless the Licensee from reasonable attorney's fees and
out-of-pocket costs incurred in defending such Claim as well as from resulting
final judgments and costs awarded against the Licensee, provided that (i)
MobileMail is given prompt notice of such a Claim in writing; (ii) the Licensee
gives MobileMail sole control of any and all investigation, negotiation,
settlement and legal procedures arising from such a Claim; and (iii) the
Licensee provides MobileMail, at MobileMail' expense, with all assistance,
information and authority reasonably required for the defence and settlement of
the Claim.

MobileMail shall have no obligation pursuant to this section if
(i) the infringement is caused by the use of non-MobileMail Licensed Programs or
data, or (ii) the MobileMail Software has been modified without MobileMail's
consent provided that the infringement would not have occurred but for such
modification, or (iii) the infringement is caused by use of the MobileMail
Software for other purposes than set forth in this Agreement. This exclusion
applies to the extent that the infringement would not have taken place but for
such modification or use of the MobileMail Software. 

If the Licensee’s use of the MobileMail Software as set
  forth in this Agreement is enjoined, or if in MobileMail's judgement is likely
  to be enjoined, MobileMail agrees to make its best commercial efforts to, at
  its expense and option (i) modify or replace the MobileMail Software to be non-infringing,
  (ii) to obtain for the Licensee the right to continue using and the distribution
  of the Licensed Programs.

 If the claim is based on a factor MobileMail is not liable for
  pursuant to this Clause 14, subject to provisions equivalent to MobileMail's
  indemnity to the Licensee hereunder, the Licensee shall indemnify MobileMail
  for any expenses and costs arising in connection with such factor. 

THE FOREGOING SETS FORTH MOBILEMAIL'S SOLE OBLIGATION, AND THE
LICENSEE’S SOLE REMEDY, IN THE EVENT OF ANY INFRINGEMENT OF ANY INTELLECTUAL
PROPERTY RIGHTS BY THE PRODUCTS. 

Indemnification by the Licensee. The Licensee agrees to
indemnify and hold MobileMail harmless from and against any and all claims,
liabilities (including but not limited to product liability), costs and damages
(including reasonable legal fees) which may be imposed upon, incurred by or
assessed against MobileMail, arising out of or resulting from, directly or
indirectly, (i) the use of the Licensed Programs, by the Licensee or End Users
or (ii) from the Licensee's activities, or those of its employees, agents or
representatives, including, without limitation, providing unauthorised
representations or warranties to its End Users (or failing to effectively
disclaim all warranties or limit liability on behalf of MobileMail). 

       
15.        
Compliance With Laws 

The Licensee represents and warrants that neither this Agreement
  (or any term hereof) nor the performance or exercise of rights under this Agreement
  is restricted by, contrary to, in conflict with, ineffective under, requires
  registration or approval or tax withholding under, or affects MobileMail's proprietary
  rights (or the duration thereof) under, or will require any compulsory licensing
  under, any law or regulation of any organisation, country, group of countries
  or political or governmental entity located within or including all or a portion
  of the Territory. 

MobileMail Re-seller Agreement Cover Sheet 

  1107283.1 



 


It shall be the complete and sole responsibility of the
Licensee to comply with all applicable laws and regulations governing this
Agreement and relationship, including, without limitation, all filings required
to be submitted to the trade, finance, banking or other governmental entities
with jurisdiction over this Agreement (or any similar or successor entity). In
complying with such laws and regulations, the Licensee shall take all steps
necessary to protect the confidentiality of the terms and conditions of this
Agreement. The Licensee further represents and warrants that it has made all
notifications and filings required to be made by the Licensee prior to the
execution of this Agreement. 

       
16.        
Term and Termination 

This Agreement commences on the Effective Date and shall remain
in force for an initial term specified in the Cover Sheet. Unless otherwise
agreed, the initial term shall be twelve months. Unless terminated with a notice
period of 30 days before the end of the initial term, the agreement shall remain
in force for consecutive terms of twelve months until terminated with a notice
period of 30 days to terminate at the end of such term.

This Agreement may be terminated by either Party after thirty
(30) days' prior written notice for the breach of a material term, unless such
breach is remedied within such 30 days' notice period. Notwithstanding the
foregoing, MobileMail may terminate this Agreement upon written notice if (i)
the Licensee suffers or permits the appointment of a receiver, administrator or
liquidator for its business or assets or becomes insolvent, or makes a general
assignment for the benefit of creditors or has a petition granted against it for
its winding up (or analogous event occurs in the jurisdiction in which it is
incorporated) or (ii) the Licensee ceases to carry on its business or otherwise
terminates its business operations or if its controlling ownership has changed
by merger, acquisition or sale of all or substantially all of its assets,
business or stock. MobileMail may also terminate this Agreement on 30 days prior
notice if there is a material change in the Licensee's executive management or
financial status. 

Termination is not the sole remedy under this Agreement and
whether or not termination is effected, all other remedies will remain
available. 

       
17.        
Rights Upon Termination 

Upon any termination or expiration of this Agreement for any
reason, all licenses granted under this Agreement shall cease immediately. The
termination or expiration of this Agreement for any reason whatsoever shall be
without prejudice to any right or obligation of any party hereto in respect of
this Agreement, which has arisen prior to such termination or expiration.

For the sake of clarity, any termination of this Agreement
shall not affect licenses of End Users under the T&C’s granted prior to the
termination. 

Upon termination of this Agreement, the Licensee will not be
entitled to and waives any rights to any compensation, damages, loss of profits
or prospective profits, payments in respect to goodwill that has been
established, or reimbursement for any expenses relating to training. In
addition, MobileMail shall not incur any liability whatsoever for any loss or
expenses of any kind suffered or incurred by the Licensee arising from or
incidental to any termination of this Agreement by MobileMail which complies
with the terms of the Agreement whether or not MobileMail is aware of any such
loss or expenses. In particular but without limitation, MobileMail shall not be
liable to the Licensee for any statutory or other compensation or damages
arising as a result of the termination of this Agreement under any legal
jurisdiction, including without limitation under the European Union Commercial
Agents. 

Clauses 12, 13, 14, 15, 17, 18 and 19 will survive any
termination or expiration of this Agreement. 

       
18.        
Confidentiality 

The Licensee will treat as confidential this Agreement, and all
  information (commercial, technical or otherwise) relating in any manner to the
  business or affairs of MobileMail as may be communicated to it in connection
  with this Agreement (both prior and subsequent to its execution), including,
  but not limited to, pricing, business forecasts, marketing and commercialisation
  plans and all know-how, techniques, ideas, principles and concepts underlying
  the Licensed Programsor that which is apparent 

MobileMail Re-seller Agreement Cover Sheet 

  1107283.1 



 


by use, testing or examination (the “Confidential
Information”). Except as authorised in writing by the MobileMail, the
Licensee will not disclose any Confidential Information to any person, including
the media, nor use the Confidential Information other than for the purposes of
this Agreement. 

The Licensee shall take every reasonable precaution to protect
and maintain the confidentiality of the Confidential Information, which
precautions shall be at least equivalent in scope and effect to the measures
taken by the Licensee to protect its own most confidential proprietary
information (but in no event will less than due care be used). 

The Licensee agrees to limit disclosure of Confidential
Information to those of its employees who require access in the performance of
their duties and who have executed a written non-disclosure agreement, the
provisions of which are sufficient to protect the confidentiality of the
Confidential Information being disclosed. 

The provisions of this Clause shall not apply to any
information which: (i) is in the public domain, or which becomes generally known
to the public, other than by default of the Licensee; (ii) was in the lawful
possession of the Licensee prior to the disclosure, and was not obtained either
directly or indirectly from the Licensee; (iii) is, or had already been,
verifiably independently generated by the Licensee, without reference to
MobileMail’s confidential information; or (iv) is required to be disclosed by
law or the valid order of a court of competent jurisdiction or the request of
any governmental or other regulatory authority or agency (provided that the
Licensee shall so notify MobileMail as promptly as practicable and if possible
prior to making any disclosure and shall use its reasonable endeavours to seek
confidential treatment of such information). 

In the event of any breach or threatened breach by the Licensee
of this Clause, MobileMail shall be entitled to apply for injunctive relief in
any court of competent jurisdiction, without prejudice to the other available
remedies.

       
19.        
Final Provisions 

Notices. All notices shall be given in writing and shall
be effective when either (i) served by personal delivery (ii) upon receipt of
mail sent as certified mail, return receipt requested; or (iii) upon receipt of
facsimile transmission if verified by a written or electronic record of the
transmission, provided that any such communication is addressed to the parties
at their respective addresses and/or facsimile numbers set forth in the Cover
Sheet, or to such other address or numbers as either party may later specify by
written notice or provide as part of the performance of this Agreement. 

Force majeure. Neither party shall be liable for damages
for any delay or failure of performance under this Agreement arising out of
causes beyond their reasonable control and without their fault or negligence,
including, but not limited to, Acts of God, acts of civil or military authority,
fires, riots, wars, lock-outs, strikes and other industrial disputes (whether or
not relating to a party's workforce) or embargoes, provided that the
non-performing party gives prompt notice of such force majeure conditions to the
other party and makes all reasonable efforts to perform. 

No joint venture. Nothing in this agreement shall be
construed as creating a partnership, agency, joint venture or any legal entity
among the Parties. The Licensee shall have no authority to enter into agreements
of any kind on behalf of MobileMail and shall not have the power or authority to
bind or obligate MobileMail in any manner to any third party. 

No assignment. Unless expressly otherwise provided to
the contrary hereunder, neither Party shall have the right to assign this
Agreement, in whole or in part, nor any interest, right or license granted
hereunder, without the written consent of the other Party. 

Severability. Should any part, term or provision of this
Agreement be declared invalid, void or unenforceable, all remaining parts, terms
and provisions hereof shall remain in full force and effect and shall in no way
be invalidated, impaired or affected thereby. 

No Waiver. The failure of either Party to enforce at any
time any of the provisions hereof shall not be a waiver of such provision, or
any other provision, or of the right of such Party thereafter to enforce any
provision hereof. 

Changes. Changes to this Agreement may only be made in
  writing with the signatures of a duly authorised representative of each party.
  Addenda and amendments made after this Agreement has 

MobileMail Re-seller Agreement Cover Sheet 

  1107283.1 



 



been signed alter its contents only to the extent expressly agreed upon between parties. All other conditions shall always remain unchanged. 


Governing law. This Agreement shall be governed by the laws of England. 


Entire Agreement. This Agreement constitutes the entire Agreement between the Licensee and MobileMail concerning the subject matter hereof, supersedes all prior communications or Agreement, written or oral, and is intended as a complete and
exclusive statement of the terms and conditions concerning this subject matter. 


Dispute Resolution. Except for actions to protect proprietary rights of the MobileMail Software, actions brought by MobileMail for payment of an undisputed monetary claim hereunder, any dispute, controversy or claim arising from or relating
to this Agreement or any breach, termination or invalidity thereof shall be settled in accordance with the Rules of Arbitration of the Chartered Institute of Arbitrators. The arbitration tribunal shall consist of one (1) arbitrator who shall be
appointed by the Chartered Institute of Arbitrators. The award of the arbitration shall be final and binding on both Parties. English language shall be used in the proceedings.

 Appendices. The appendices referred to in the Cover
  Sheet and in this Agreement are incorporated in this Agreement by reference.
  In case of a controversy between the texts of the provisions of the Cover Sheet,
  General Terms and Conditions of MobileMail and appendices, the text of the Cover
  Sheet and the General Terms and Conditions shall prevail. 

MobileMail Re-seller Agreement Cover Sheet 

  1107283.1