Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail Ltd. - Exhibit 10.5






EXHIBIT 10.5

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT made as of the 23rd day of May, 2005 (the
"Effective Date"),

AMONG:


  
    
      
        MAXTOR HOLDINGS INC., a company incorporated
          under the laws of the State of Nevada and having an address at 7 Echo
          Lane, Chico, California 95928

        ("Purchaser")

      

    

  



AND:


  
    
      
        THE SHAREHOLDERS OF THE COMPANY SET OUT IN
          SCHEDULE “A”

        (individually a "Vendor" and collectively the
          "Vendors")

      

    

  



AND:


  
    
      
        MOBILEMAIL LIMITED a company duly incorporated
          pursuant to the laws of England and having an office at Suite 5.15,
          130 Shaftesbury Avenue, London, England W1D 5EU

        ("Company") 

      

    

  



WHEREAS:

	A. 	
      the Vendors are the legal and beneficial owners of all of
      the issued and outstanding shares in the capital of the Company;


	 	
       

	B. 	
      the Company is in the business of exploiting licensed technology
        relating to an SMS (Short Message Service) communication platform for
        sending SMS messages via email; and

	 	
       

	C. 	
      further to a Letter Agreement dated April 18, 2005 the
      Vendors have agreed to sell the Company Shares to the Purchaser and the
      Purchaser has agreed to purchase the Company Shares from the Vendors, upon
      and subject to the terms and conditions set forth in this Agreement;
    



NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the covenants and agreements herein contained (and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged), the parties hereto do covenant and agree each with the other as
follows:




- 2 -

	1. 	
      INTERPRETATION 

	 	
       
	
       

	1.1 	
      Defined terms - The following terms have
      the following meanings in this Agreement: 

	 	
       
	
       

		
      (a) 
	
      “Applicable Laws” means all applicable rules,
      policies, notices, orders and legislation of any kind whatsoever of any
      governmental authority, regulatory body having jurisdiction over the
      transactions contemplated hereby; 

	 	
       
	
       

		
      (b) 
	
      “Closing” means the completion of the purchase and
      sale of the Company Shares as contemplated in this Agreement; 

	 	
       
	
       

		
      (c) 
	
      “Closing Date” means the date of the Closing as
      mutually agreed upon by the parties hereto; 

	 	
       
	
       

		
      (d) 
	
      “Company Financial Statements” means the audited
      financial statements of the Company for the fiscal years ended September
      30, 2003 and September 30, 2004 copies of which are attached hereto as
      Schedule B to this Agreement; 

	 	
       
	
       

		
      (e) 
	
      "Company Shares" means all of the issued and
      outstanding shares in the capital of the Company; 

	 	
       
	
       

		
      (f) 
	
      “Purchaser Shares” means the 12,000,000 common
      shares in the capital of the Purchaser to be issued to the Vendors as the
      Purchase Price; 

	 	
       
	
       

		
      (g) 
	
      “Purchase Price” means the Purchaser Shares to be
      issued to the Vendors in consideration for the Company Shares; 

	 	
       
	
       

		
      (h) 
	
      “Time of Closing” means 09.00 GMT on the Closing
      Date; 

	 	
       
	
       

		
      (i) 
	
      “US Securities Act” means the United States
      Securities Act of 1933, as amended from time to time. 

	 	
       
	
       

	1.2 	
      Schedules - The following Schedules
      attached hereto constitute a part of this Agreement: 

	 	
       
	
       

		
      (a) 
	
      Schedule A – Allocation of Purchase Price 

	 	
       
	
       

		
      (b) 
	
      Schedule B – the Company Financial Statements 

	 	
       
	
       

		
      (c) 
	
      Schedule C – the Company Assets and Material Contracts
      

	 	
       
	
       

		
      (d) 
	
      Schedule D –the Company Group Directors, Officers and Key
      Employees 

	 	
       
	
       

		
      (e) 
	
      Schedule E – The Purchaser Financial Statements


	 	
       
	
       

	1.3 	
      Headings - The headings in this Agreement
      are for reference only and do not constitute terms of the Agreement.
    

	 	
       
	
       

	1.4 	
      Interpretation - Whenever the singular or
      masculine is used in this Agreement the same shall be deemed to include
      the plural or the feminine or the body corporate as the context may
      require. 







- 3 -

	2. 	
      PURCHASE AND SALE 

	 	
       
	
       

	2.1 	
      Agreement - Upon and subject to the terms
      and conditions of this Agreement, each of the Vendors agrees to sell their
      Company Shares to the Purchaser, and the Purchaser agrees with the Company
      and each of the Vendors to purchase their Company Shares, on the Closing
      Date for the Purchase Price. 

	 	
       
	
       

	2.2 	
      Allocation of Purchase Price - The Purchase
      Price shall be paid by the issuance of the Purchaser Shares to the Vendors
      on the Closing Date as set out in Schedule “A”. 

	 	
       
	
       

	2.3 	
      Acknowledgements – Each Vendor acknowledges
      and agrees with the Purchaser that: 

	 	
       
	
       

		
      (a) 
	
      Regulation S. Each Vendor acknowledges and agrees
      that the Purchaser Shares will be offered and sold to the Vendor without
      such offers and sales being registered under the United States U.S.
      Securities Act of 1933 and will be issued to the Vendor in accordance with
      Rule 903 of Regulation S of the U.S. 

	 	
       
	
       

			
      Securities Act in an “offshore transaction” within the
      meaning of Regulation S based on the representations and warranties of the
      Vendor in this Agreement. As such, each Vendor further acknowledges and
      agrees that all Purchaser Shares will, upon issuance, be “restricted
      securities” within the meaning of the U.S. Securities Act. 

	 	
       
	
       

		
      (b) 
	
      Agreement Regarding Resale. Each Vendor agrees to
      resell the Purchaser Shares only in accordance with the provisions of
      Regulation S of the U.S. 

	 	
       
	
       

			
      Securities Act, pursuant to registration under the U.S.
      Securities Act, or pursuant to an available exemption from registration
      pursuant to the U.S. Securities Act, and otherwise in accordance with all
      applicable state securities laws and the laws of any other jurisdiction.
      Each Vendor agrees that the Purchaser may require the opinion of legal
      counsel reasonably acceptable to the Purchaser in the event of any offer,
      sale, pledge or transfer of any of the Purchaser Shares by the Vendor
      pursuant to an exemption from registration under the U.S. Securities Act.
      

	 	
       
	
       

		
      (c) 
	
      Prohibition Against Hedging Transactions. Each
      Vendor agrees not to engage in hedging transactions with regard to the
      Purchaser Shares unless in compliance with the U.S. Securities Act.
  

	 	
       
	
       

		
      (d) 
	
      Right of Company to Refuse Transfer. Each Vendor
      agrees that the Purchaser will refuse to register any transfer of the
      Purchaser Shares not made in accordance with the provisions of Regulation
      S of the U.S. Securities Act, pursuant to registration under the U.S.
      Securities Act, pursuant to an available exemption from registration, or
      otherwise pursuant to this Agreement. 

	 	
       
	
       

		
      (e) 
	
      No Obligation to Register. Each Vendor
      acknowledges that the Purchaser has not agreed and has no obligation to
      register the resale of the Purchaser Shares under the U.S. Securities Act.
      

	 	
       
	
       

		
      (f) 
	
      Share Certificates. Each Vendor acknowledges and
      agrees that all certificates representing the Purchaser Shares will be
      endorsed with the following legend in accordance with Regulation S of the
      U.S. Securities Act or such similar legend 







- 4 -

as deemed advisable by legal counsel
for the Purchaser to ensure compliance with Regulation S of the U.S. Securities
Act and to reflect the status of the Purchaser Shares as restricted securities:


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE
"ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT”.

	3. 	
      REPRESENTATIONS AND WARRANTIES 

	 	
       
	
       
	
       

	3.1 	
      Concerning The Purchaser - In order to
      induce the Vendors to enter into this Agreement and complete their
      respective obligations hereunder, the Purchaser represents and warrants to
      the Vendors that: 

	 	
       
	
       
	
       

		
      (a) 
	
      the Purchaser was and remains duly incorporated under the
      laws of the State of Nevada and is in good standing with respect to the
      filing of annual reports with the Nevada Secretary of State; 

	 	
       
	
       
	
       

		
      (b) 
	
      The Purchaser is authorized to issue an unlimited number
      of common shares without par value, of which 5,000,000 common shares are
      issued and outstanding prior to completion of the private placement
      financing and the issue of the Purchaser Shares; 

	 	
       
	
       
	
       

		
      (c) 
	
      there are no commitments, plans or arrangements of any
      kind whatsoever to issue shares of the Purchaser, nor are there any
      outstanding Securities of any kind whatsoever calling for the issuance of
      any of the unissued shares of The Purchaser save and except as follows:
      

	 	
       
	
       
	
       

			
      (i) 
	
      the shares of the Purchaser to be issued pursuant to this
      Agreement; and 

	 	
       
	
       
	
       

			
      (ii) 
	
      a proposed private placement of 500,000 shares of the
      Purchaser to be issued at a price of US$0.25 per share; 

	 	
       
	
       
	
       

		
      (d) 
	
      upon their issuance, the Purchaser Shares will be validly
      issued and outstanding fully paid and non-assessable common shares of the
      Purchaser registered as directed by the Vendors, free and clear of all
      trade restrictions (except as provided for herein) and, except as may be
      created by the Vendors, liens, charges or encumbrances of any kind
      whatsoever; 

	 	
       
	
       
	
       

		
      (e) 
	
      the Purchaser has the corporate power to carry on the
      business carried on by it and to meet its obligations under this
      Agreement; 







- 5 -

	 	(f) 	 the books and records of Purchaser disclose
        all material financial transactions of The Purchaser since the Effective
        Date, and such transactions have been fairly and accurately recorded;
      

	 	 	  
	  

	 	(g) 	 there are no material liabilities of the Purchaser,
        whether direct, indirect, absolute, contingent or otherwise, which are
        not disclosed or reflected in the Purchaser Financial Statements except
        those incurred in the ordinary course of business of the Purchaser since
        the Effective Date and such liabilities are recorded in the books and
        records of the Purchaser; 

	 	 	  
	  

	 	(h) 	 since the Effective Date, there has not been
        any material adverse change to the financial position or condition of
        the Purchaser or any damage, loss or other change of any kind whatsoever
        in circumstances materially affecting the business, assets or listing
        of the Purchaser or the right or capacity of The Purchaser to carry on
        its business; 

	 	 	  
	  

	 	(i) 	 the contracts and agreements included on Schedule
        "E" to this Agreement: 

	 	 	  
	  

			 (i) 
	 constitute all of the material contracts and agreements
        of the Purchaser; 

	 	 	  
	  

			 (ii) 
	 except as is noted on Schedule "E" to this Agreement,
        are in good standing in all respects and not in default in any respect;
      

	 	 	  
	  

			 (iii) 
	 except as is noted on Schedule "E" to this Agreement,
        can be terminated by the Purchaser on not more than one month's notice;
      

	 	 	  
	  

	 	(j) 	 all tax returns and reports of the Purchaser
        required by law to have been filed have been filed and are substantially
        true, complete and correct and all taxes and other government charges
        of any kind whatsoever have been paid or accrued in the Purchaser Financial
        Statements; 

	 	 	  
	  

	 	(k) 	 the Purchaser has made all collections, deductions,
        remittances and payments of any kind whatsoever and filed all reports
        and returns required by it to be made or filed under the provisions of
        all applicable statutes requiring the making of collections, deductions,
        remittances or payments of any kind whatsoever in those jurisdictions
        in which it carries on business; 

	 	 	  
	  

	 	(l) 	 the Purchaser has good and sufficient right
        and authority to enter into this Agreement and to carry out its obligations
        under this Agreement on the terms and conditions set forth herein and
        this Agreement is a binding agreement on the Purchaser enforceable against
        it in accordance with its terms and conditions; 

	 	 	  
	  

	 	(m) 	 to the extent that they might prevent the
        Purchaser from meeting its obligations under this Agreement, there are
        no outstanding actions, suits, judgments, investigations or proceedings
        of any kind whatsoever against or affecting The Purchaser, at law or in
        equity or before or by any Federal, Provincial, State, Municipal or other
        governmental department, commission, board, bureau or agency of any kind
        whatsoever nor are there, to the best of its knowledge, any pending or
        threatened; 








- 6 -

	 	(n) 	
      to the best of its knowledge, the Purchaser is not in
      breach of any law, ordinance, statute, regulation, by-law, order or decree
      of any kind whatsoever; 

	 	 	
       
	
       

	 	(o) 	
      the execution and delivery of this Agreement and the
      performance of its obligations under this Agreement will not: 

	 	 	
       
	
       

	 		
      (i) 
	
      conflict with, or result in the breach of or the
      acceleration of any indebtedness under, or constitute default under, the
      Articles of Incorporation and Bylaws of the Purchaser, or any indenture,
      mortgage, agreement, lease, licence or other instrument of any kind
      whatsoever to which the Purchaser is a party or by which it is bound, or
      any judgment or order of any kind whatsoever of any Court or
      administrative body of any kind whatsoever by which the Purchaser is
      bound; or 

	 	 	
       
	
       

	 		
      (ii) 
	
      to the best of its knowledge, result in the violation of
      any law, ordinance, statute, regulation, by-law, order or decree of any
      kind whatsoever by the Purchaser; and 

	 	 	
       
	
       

	 	(p) 	
      the Purchaser has not incurred any liability for brokers
      or finders fees of any kind whatsoever with respect to this Agreement or
      any transaction contemplated under this Agreement.





	3.2 	
      Concerning the Company- In order to induce
      the Purchaser to enter into this Agreement and complete its obligations
      hereunder, the Company represents and warrants to The Purchaser that:
    

	 	
       
	
       

		
      (a) 
	
      It is duly incorporated under the laws of England and
      Wales and is in good standing with respect to the filing of annual returns
      with the Registrar of Companies; 

	 	
       
	
       

		
      (b) 
	
      the authorized share capital of the Company consists of
      2,075,000 Ordinary A shares with a par value of ₤0.01 each and 245,000
      Ordinary value of ₤0.01 ofeachwhich 1,830,000 Ordinary A shares and
      245,000 Ordinary B shares are issued and outstanding as fully paid and
      non-assessable shares, registered in the names of the persons set out in
      Schedule A; 

	 	
       
	
       

		
      (c) 
	
      except for the Company Shares, there are no other shares,
      options, warrants, convertible notes or debentures, agreements, documents,
      instruments or other writings of any kind whatsoever which constitute a
      "security" of the Company and, except as is provided for in this
      Agreement, there are no options, agreements, rights of first refusal or
      other rights of any kind whatsoever to acquire all or any part of the
      Company Shares or any interest in them from the Vendors or from any one of
      them; 

	 	
       
	
       

		
      (d) 
	
      the constituting documents of the Company have not been
      altered since the incorporation of the Company or, if they have been, all
      such alterations are contained and reflected in the minute book of the
      Company; 

	 	
       
	
       

		
      (e) 
	
      all of the material transactions of the Company have been
      promptly and properly recorded or filed in or with the books or records of
      the Company and the minute 







- 7 -

	 		
      books of the Company contain all records of the meetings
      and proceedings of shareholders and directors of the Company since its
      incorporation; 

	 	 	
       
	
       

	 	(f) 	
      the only business carried on by the Company is the
      ownership and exploitation of a exclusive world-wide license to exploit
      the technology that enables users to send SMS messages via email utilising
      Microsoft Outlook, or any internet connection, to any mobile wireless
      device. Downloaded and ready to use in minutes, the product utilises key
      organisational features of Microsoft Outlook whilst having the flexibility
      to be incorporated into client Customer Relationship Management (CRM)
      applications, websites and any number of SMS gateways. 

	 	 	
       
	
       

	 	(g) 	
      the Company Financial Statements are true and correct in
      every material respect and present fairly and accurately the financial
      position and results of the operations of the Company for the periods then
      ended and the Company Financial Statements have been prepared in
      accordance with all applicable generally accepted accounting principles
      applied on a consistent basis; 

	 	 	
       
	
       

	 	(h) 	
      the books and records of the Company disclose all
      material financial transactions of the Company since the Effective Date,
      and such transactions have been fairly and accurately recorded; 

	 	 	
       
	
       

	 	(i) 	
      except as disclosed in the Company Financial Statements:
      

	 	 	
       
	
       

	 		
      (i) 
	
      no dividends or other distributions of any kind
      whatsoever on any shares in the capital of the Company, have been made,
      declared or authorized; 

	 	 	
       
	
       

	 		
      (ii) 
	
      the Company is not indebted to any of the Vendors;
  

	 	 	
       
	
       

	 		
      (iii) 
	
      none of the Vendors or any other officer, director or
      employee of the Company is indebted or under obligation to the Company on
      any account whatsoever; and 

	 	 	
       
	
       

	 		
      (iv) 
	
      the Company has not guaranteed or agreed to guarantee any
      debt, liability or other obligation of any kind whatsoever of any person,
      firm or corporation of any kind whatsoever; 

	 	 	
       
	
       

	 	(j) 	
      there are no material liabilities of the Company whether
      direct, indirect, absolute, contingent or otherwise, which are not
      disclosed or reflected in the Company Financial Statements except those
      incurred in the ordinary course of business of the Company since the
      Effective Date and such liabilities are recorded in the books and records
      of the Company; 

	 	 	
       
	
       

	 	(k) 	
      since the Effective Date: 

	 	 	
       
	
       

	 		
      (i)
	
      there has not been any material adverse change of any
      kind whatsoever in the financial position or condition of the Company or
      any damage, loss or other change of any kind whatsoever in circumstances
      materially 







- 8 -

	 	 		
      affecting the business or the assets of the Company or
      the right or capacity of the Company to carry on its business; 

	 	 	 	
       

	 	 	(ii) 	
      the Company has not waived or surrendered any right of
      any kind whatsoever of material value; 

	 	 	 	
       

	 	 	(iii) 	
      except as permitted under this Agreement, the Company has
      not discharged, satisfied or paid any lien, charge or encumbrance of any
      kind whatsoever or obligation or liability of any kind whatsoever other
      than current liabilities in the ordinary course of its business;


	 	 	 	
       

	 	 	(iv) 	
      the business of the Company has been carried on in the
      ordinary course; 

	 	 	 	
       

	 	 	(v) 	
      no capital expenditures exceeding in the aggregate
      ₤10,000 have been authorized or made by the Company;





	 	(l) 	
      the accounts receivable of the Company shown on the
      Company Financial Statements are bona fide, good and collectible without
      set-off or counterclaim; 

	 	 	
       

	 	(m) 	
      all tax returns and reports of the Company required by
      law to have been filed have been filed and are substantially true,
      complete and correct and all taxes and other government charges of any
      kind whatsoever of the Company have been paid or accrued in the Company
      Financial Statements; 

	 	 	
       

	 	(n) 	
      the Company has been assessed for income tax for all of
      its full or partial fiscal years to and including its most recently
      completed fiscal year; 

	 	 	
       

	 	(o) 	
      adequate provision has been made for taxes payable by the
      Company for the current period for which tax returns are not yet required
      to be filed and there are no agreements, waivers or other arrangements of
      any kind whatsoever providing for an extension of time with respect to the
      filing of any tax return by, or payment of, any tax or governmental charge
      of any kind whatsoever by the Company; 

	 	 	
       

	 	(p) 	
      they are not aware of any contingent tax liabilities of
      the Company of any kind whatsoever or any grounds which would prompt a
      reassessment of the Company including aggressive treatment of income and
      expenses in earlier tax returns filed; 

	 	 	
       

	 	(q) 	
      the Company has made all collections, deductions,
      remittances and payments of any kind whatsoever and filed all reports and
      returns required by it to be made or filed under the provisions of all
      applicable statutes requiring the making of collections, deductions,
      remittances or payments of any kind whatsoever in those jurisdictions in
      which the Company carries on business; 

	 	 	
       

	 	(r) 	
      the Company has good and sufficient right and authority
      to enter into this Agreement and to carry out its obligations under this
      Agreement on the terms and conditions set forth herein, and this Agreement
      is a binding agreement on the Company enforceable against it in accordance
      with its terms and conditions; 







- 9 -

	 	(s) 	
      there are no outstanding actions, suits, judgments,
      investigations or proceedings of any kind whatsoever against or affecting
      the Company at law or in equity or before or by any federal, provincial,
      state, municipal or other governmental department, commission, board,
      bureau or agency of any kind whatsoever nor are there, to the best of
      their knowledge, any pending or threatened; 

	 	 	
       
	
       

	 	(t) 	
      the directors, officers and key employees of the Company
      and all of their compensation arrangements whether as directors, officers
      or employees of, or as independent contractors or consultants to the
      Company are as listed on Schedule "C" to this Agreement; 

	 	 	
       
	
       

	 	(u) 	
      there are no pensions, profit sharing, group insurance or
      similar plans or other deferred compensation plans of any kind whatsoever
      affecting the Company other than those specified on Schedule "C" to this
      Agreement; 

	 	 	
       
	
       

	 	(v) 	
      to the best of their knowledge, the Company is not in
      breach of any law, ordinance, statute, regulation, by-law, order or decree
      of any kind whatsoever; 

	 	 	
       
	
       

	 	(w) 	
      the execution and delivery of this Agreement and the
      performance of the parties obligations under this Agreement will not:
    

	 	 	
       
	
       

	 		
      (i) 
	
      conflict with, or result in the breach of or the
      acceleration of any indebtedness under, or constitute default under, the
      constating documents of the Company, or any indenture, mortgage,
      agreement, lease, licence or other instrument of any kind whatsoever to
      which the Company is a party or by which any one of them is bound, or any
      judgment or order of any kind whatsoever of any court or administrative
      body of any kind whatsoever by which any one of them is bound; or
  

	 	 	
       
	
       

	 		
      (ii) 
	
      to the best of their knowledge, result in the violation
      of any law, ordinance, statute, regulation, by-law, order or decree of any
      kind; 

	 	 	
       
	
       

	 	(x) 	
      the Company holds all licences and permits that are
      required for carrying on its Business in the manner in which such Business
      has been carried on and in the manner in which such Business will need to
      be carried on in order for the Company to meet its obligations under this
      Agreement; 

	 	 	
       
	
       

	 	(y) 	
      the Company is the registered and beneficial owners of
      all of the properties and assets (collectively the "Assets") listed in
      Schedule "C" to this Agreement, and such Assets represent all of the
      property and assets used by the Company and which are necessary or useful
      in the conduct of their Business; 

	 	 	
       
	
       

	 	(z) 	
      the Company has the power to own the Assets owned by it
      and has the power to carry on the Business carried on by it and to meet
      its obligations under this Agreement, and the Company is duly qualified to
      carry on business in all jurisdictions in which it carries on business;
      

	 	 	
       
	
       

	 	(aa) 	
      the Company has good and marketable title to the Assets
      free and clear of all liens, charges and encumbrances of any kind
      whatsoever save and except for 







- 10 -

	 		
      those specified as "Permitted Encumbrances" on Schedule
      "B" to this Agreement; 

	 	 	
       

	 	(bb) 	
      all machinery and equipment of any kind whatsoever
      comprised in the Assets is in reasonable operating condition and in a
      state of reasonable maintenance and repair taking into account its age and
      use; 

	 	 	
       

	 	(cc) 	
      the trademarks, trade names, business names, patents,
      inventions, know-how, copyrights, software, source code, object code,
      service marks, brand names, industrial designs and all other industrial or
      intellectual property owned or used by the Company in carrying on the
      Business and all applications therefor and all goodwill connected
      therewith, including, without limitation, all licences, registered user
      agreements and all like rights used by or granted to the Company in
      connection with the Business and all right to register or otherwise apply
      for the protection of any of the foregoing (collectively the "Intellectual
      Property") included on Schedule "B" to this Agreement constitute all of
      the Intellectual Property of the Company; 

	 	 	
       

	 	(dd) 	
      the Intellectual Property comprises all trade marks,
      trade names, business names, patents, inventions, know-how, copyrights,
      software, source code, object code, service marks, brand marks, industrial
      designs and all other industrial or intellectual property necessary to
      conduct the Business; 

	 	 	
       

	 	(ee) 	
      except as disclosed on Schedule "B", the Company is the
      beneficial owner of the Intellectual Property free and clear of all liens,
      charges or encumbrances of any kind whatsoever save and except for the
      Permitted Encumbrances, and the Company is not party to or bound by any
      agreement or other obligation of any kind whatsoever that limits or
      impairs its ability to sell, transfer, assign or convey, or that otherwise
      affects, the Intellectual Property; 

	 	 	
       

	 	(ff) 	
      except as disclosed on Schedule "B", no person has been
      granted any interest in or right to use all or any portion of the
      Intellectual Property and they are not aware of a claim of any
      infringement or breach of any industrial or intellectual property rights
      of any other person by the Company, nor has the Company received any
      notice that the conduct of the Business, including the use of the
      Intellectual Property, infringes upon or breach any industrial or
      intellectual property rights of any other person, and they, after due
      inquiry, do not have any knowledge of any infringement or violation of any
      of the rights of the Company in the Intellectual Property. 

	 	 	
       

	 	(gg) 	
      the conduct of the Business does not infringe upon the
      patents, trade marks, licences, trade names, business names, copyright or
      other industrial or intellectual property rights, domestic or foreign, of
      any other person and they are not aware of any state of facts that casts
      doubt on the validity or enforceability of any of the Intellectual
      Property. 

	 	 	
       

	 	(hh) 	
      all of the Material Contracts that comprise or relate to
      the Intellectual Property are listed on Schedule "B".








- 11 -

	 	(ii) 	
      the Company maintains insurance against loss of, or
      damage to, the Assets by all insurable risks on a replacement cost basis
      and reasonable insurance with respect to public liability for a business
      of its size (collectively the "Insurance Coverage"), and all of the
      policies (the "Insurance Policies") in respect of such Insurance Coverage
      are listed on Schedule "A" to this Agreement and all such Insurance
      Policies are in good standing in all respects and not in default in any
      respects; 

	 	 	
       

	 	(jj) 	
      no payments of any kind whatsoever have been made or
      authorized by the Company since the Effective Date to or on behalf of the
      Shareholders of or entity holding an interest in the Company or any one of
      them or to or on behalf of any of the directors, officers or key employees
      of the Company except in accordance with those compensation arrangements
      specified on Schedule "C" to this Agreement or except as contemplated by
      this Agreement; 

	 	 	
       

	 	(kk) 	
      there are no pensions, profit sharing, group insurance or
      similar plans or other deferred compensation plans of any kind whatsoever
      affecting the Company other than those specified on Schedule "C" to this
      Agreement; 

	 	 	
       

	 	(ll) 	
      the Company is not now, and have never been, a party to
      any collective agreement with any labour union or other association of
      employees of any kind whatsoever; 

	 	 	
       

	 	(mm) 	
      the contracts and agreements included on Schedules "B"
      and "C" to this Agreement (collectively the "Material Contracts")
      constitute all of the material contracts and agreements of the Company;
      

	 	 	
       

	 	(nn) 	
      except as is noted on the appropriate Schedule to this
      Agreement, the Material Contracts are in good standing in all respects and
      not in default in any respect; 

	 	 	
       

	 	(oo) 	
      except as is noted on the appropriate Schedule to this
      Agreement, all of the Material Contracts can be terminated by the Company,
      as applicable, on not more than one month's notice; 

	 	 	
       

	 	(pp) 	
      the facts which are the subject of the representations
      and warranties of the Company contained in this Agreement disclose all
      material facts known to the Company which are material and relevant to
      their obligations and the obligations of the Company hereunder or which
      might prevent any of them from meeting their obligations under this
      Agreement. 




	3.3 	
      Concerning the Vendors - In order to induce
      the Purchaser to enter into this Agreement and complete its obligations
      hereunder including the issuance of the Purchaser Shares, each Vendor
      represents and warrants to the Purchaser that: 

	 	
       
	
       

		
      (a) 
	
      the Company Shares registered in the name of the Vendor
      are beneficially owned by the Vendor as set forth in this Agreement, free
      and clear of all voting restrictions, trade restrictions, liens, charges
      or encumbrances of any kind whatsoever; 







- 12 -

	 	(b) 	
      except as is provided for by operation of this Agreement,
      there are no options, agreements, rights of first refusal or other rights
      of any kind whatsoever to acquire all or any part of the Vendor’s Company
      Shares or any interest in them; 

	 	 	
       
	
       

	 	(c) 	
      the Vendor has good and sufficient right and authority to
      enter into this Agreement and to carry out the Vendor’s obligations under
      this Agreement on the terms and conditions set forth herein, and this
      Agreement is a binding agreement on the Vendor, enforceable against the
      Vendor in accordance with its terms and conditions; 

	 	 	
       
	
       

	 	(d) 	
      to the extent that they might prevent him, her or it from
      meeting the Vendor’s obligations under this Agreement, there are no
      outstanding actions, suits, judgments, investigations or proceedings of
      any kind whatsoever against or affecting the Vendor at law or in equity or
      before or by any federal, provincial, state, municipal or other government
      department, commission, board, bureau or agency of any kind whatsoever nor
      are there, to the best of the Vendor’s knowledge, any pending or
      threatened; 

	 	 	
       
	
       

	 	(e) 	
      the execution and delivery of this Agreement and the
      performance of the Vendor’s obligations under this Agreement will not:
    

	 	 	
       
	
       

	 		
      (i) 
	
      conflict with, or result in the breach of or the
      acceleration of any indebtedness under, or constitute default, under any
      indenture, mortgage, agreement, lease, licence or other instrument of any
      kind whatsoever to which the Vendor is a party or by which the Vendor is
      bound, or any judgment or order of any kind whatsoever of any court or
      administrative body of any kind whatsoever by which the Vendor is bound;
      or 

	 	 	
       
	
       

	 		
      (ii) 
	
      to the best of the Vendor’s knowledge, result in the
      violation of any law ordinance, statute, regulation, by-law, order or
      decree of any kind whatsoever by the Vendor. 

	 	 	
       
	
       

	 	(f) 	
      the Vendor is not a “U.S. Person” as defined by
      Regulation S of the U.S. Securities Act and is not acquiring the Purchaser
      Shares for the account or benefit of a U.S. Person. 

	 	 	
       
	
       

	 		
      A “U.S. Person” is defined by Regulation S of the Act
      to be any person who is: 

	 	 	
       
	
       

	 		
      (i) 
	
      any natural person resident in the United States;
  

	 	 	
       
	
       

	 		
      (ii) 
	
      any partnership or corporation organized or incorporated
      under the laws of the United States 

	 	 	
       
	
       

	 		
      (iii) 
	
      any estate of which any executor or administrator is a
      U.S. person; 

	 	 	
       
	
       

	 		
      (iv) 
	
      any trust of which any trustee is a U.S. person;
  

	 	 	
       
	
       

	 		
      (v) 
	
      any agency or branch of a foreign entity located in the
      United States; 







- 13 -

	 	 	(vi) 	
      any non-discretionary account or similar account (other
      than an estate or trust) held by a dealer or other fiduciary organized,
      incorporate, or (if an individual) resident in the United States; and
    

	 	 	 	
       
	
       

	 	 	(vii) 	
      any partnership or corporation if: 

	 	 	 	
       
	
       

	 	 		
      (a) 
	
      organized or incorporated under the laws of any foreign
      jurisdiction; and 

	 	 	 	
       
	
       

	 	 		
      (b) 
	
      formed by a U.S. person principally for the purpose of
      investing in securities not registered under the Act, unless it is
      organized or incorporated, and owned, by accredited Vendors [as defined in
      Section 230.501(a) of the Act] who are not natural persons, estates or
      trusts; 




	 	(g) 	
      the Vendor was not in the United States at the time the
      offer to purchase the Purchaser Shares was received or this Agreement was
      executed; 

	 	 	
       

	 	(h) 	
      the Vendor has such knowledge, sophistication and
      experience in business and financial matters such that it is capable of
      evaluating the merits and risks of the investment in the Purchaser Shares.
      The Vendor has evaluated the merits and risks of an investment in the
      Purchaser Shares. The Vendor can bear the economic risk of this
      investment, and is able to afford a complete loss of this investment;
    

	 	 	
       

	 	(i) 	
      the Vendor acknowledges that the Purchaser is in the
      early stages of development of its business and the Purchaser’s success is
      subject to a number of significant risks, including the risk that the
      Purchaser will not be able to finance its plan of operations. The Vendor
      further acknowledges that (i) the Purchaser has limited cash and working
      capital, (ii) the Purchaser will have to raise additional capital in order
      to finance its plan of operations which capital may be raised by the issue
      of additional shares of its common stock which will result in dilution to
      the Vendor, and (iii) the Purchaser has no arrangements for any financing
      in place and there is no assurance that any financing will be completed;
      

	 	 	
       

	 	(j) 	
      the Purchaser Shares will be acquired by the Vendor for
      investment for the Vendor's own account, not as a nominee or agent, and
      not with a view to the resale or distribution of any part thereof, and
      that the Vendor has no present intention of selling, granting any
      participation in, or otherwise distributing the same. The Vendor does not
      have any contract, undertaking, agreement or arrangement with any person
      to sell, transfer or grant participations to such person or to any third
      person, with respect to any of the Purchaser Shares; 

	 	 	
       

	 	(k) 	
      the Vendor has been afforded access to information about
      the Purchaser and the Purchaser’s financial condition, results of
      operations, business, properties, management and prospects sufficient it
      to evaluate its investment in the Purchaser Shares. The Vendor further
      represents that it has had an opportunity to ask questions and receive
      answers from representatives of the Purchaser regarding the terms and
      conditions of the offerings completed by the Purchaser and the business,
      properties, prospects and financial condition of the Purchaser, each as is
      necessary to evaluate the merits and risks of investing in the Purchaser
      Shares. The Vendor believes it has received all the information it
  







- 14 -

	 		
      considers necessary or appropriate for deciding whether
      to purchase the Purchaser Shares. The Vendor has had full opportunity to
      discuss this information with the Vendor’s legal and financial advisers
      prior to execution of this Agreement; 

	 	 	
       

	 	(l) 	
      the Vendor acknowledges that the Purchaser will rely on
      these representations in completing the issuance of the Purchaser Shares
      to the Vendor; 

	 	 	
       

	 	(m) 	
      the Vendor acknowledges that the offering of the
      Purchaser Shares by the Purchaser has not been reviewed by the SEC or any
      state securities regulatory authority; 

	 	 	
       

	 	(n) 	
      this Agreement has been duly authorized, validly executed
      and delivered by the Vendor; and 

	 	 	
       

	 	(o) 	
      the Vendor has satisfied himself or herself as to the
      full observance of the laws of his or her jurisdiction in connection with
      the purchase of the Purchaser Shares and the execution of this Agreement,
      including (i) the legal requirements within jurisdiction of residence of
      the Vendor for the purchase of the Purchaser Shares; (ii) any foreign
      exchange restrictions applicable to such purchase; (iii) any governmental
      or other consents that may need to be obtained; (iv) the income tax and
      other tax consequences, if any, that may be relevant to an investment in
      the Purchaser Shares; and (v) any restrictions on transfer applicable to
      any disposition of the Purchaser Shares imposed by the jurisdiction in
      which the Vendor is resident. 




	3.4 	
      Survival - The representations and
      warranties made by the parties under this Part are true and correct as of
      the Effective Date and shall be true and correct at the Time of Closing as
      though they were made at that time, and should such not be the case, the
      parties to whom the representations and warranties were made shall be
      entitled, for a period of one year following the Closing, to seek remedy
      against that party for any such misrepresentation or breach of warranty.
      

	 	
       
	
       

	4. 	
      COVENANTS AND AGREEMENTS 

	 	
       
	
       

	4.1 	
      Given to The Purchaser - Each Vendor and
      the Company covenant and agree with The Purchaser that the Vendors and the
      Company will: 

	 	
       
	
       

		
      (a) 
	
      permit the Purchaser’s representatives at its own cost,
      as applicable, full access to the Company's books, records and property
      including, without limitation, all of the Assets, contracts and minute
      books of the Company, so as to permit The Purchaser to make such
      investigation of the Company as the Purchaser deems necessary; 

	 	
       
	
       

		
      (b) 
	
      do all such acts and things necessary to ensure that all
      of the representations and warranties of the Vendors and the Company, or
      any one of them, remain true and correct, and not do any such act or thing
      that would render any representation or warranty of the Vendors and the
      Company or any one of them untrue or incorrect;








- 15 -

		
      (c) 
	
      from and including the Effective Date through to and
      including the Time of Closing, preserve and protect the goodwill, Assets,
      business and undertaking of the Company and, without limiting the
      generality of the foregoing, carry on the business of the Company in a
      reasonable and prudent manner; 

	 	
       
	
       

		
      (d) 
	
      not negotiate with any other person in respect of a
      purchase and sale of any of the Company or any part of the Assets, other
      than in the ordinary course of business. 

	 	
       
	
       

	4.2 	
      No limitation on The Purchaser - The
      Vendors jointly and severally acknowledge to and agree with the Purchaser
      that the Purchaser’s investigation shall in no way limit or otherwise
      adversely affect the rights of the Purchaser as provided for hereunder in
      respect of the representations and warranties of the Vendors and the
      Company contained in this Agreement. 

	 	
       
	
       

	4.3 	
      Given by The Purchaser - The Purchaser
      covenants and agrees with each Vendor and the Company that the Purchaser
      shall: 

	 	
       
	
       

		
      (a) 
	
      permit the Vendors’ representatives, at their own cost,
      full access to The Purchaser's property, books and records including,
      without limitation, all of the assets, contracts and minute books of the
      Purchaser, so as to permit the Vendors' representatives to make such
      investigation of the Purchaser as the Vendors deem reasonably necessary;
      

	 	
       
	
       

		
      (b) 
	
      from and including the Effective Date through to and
      including the Time of Closing, do all such acts and things necessary to
      ensure that all of the representations and warranties of The Purchaser
      remain true and correct and not do any such act or thing that would render
      any representation or warranty of The Purchaser untrue or incorrect;
    

	 	
       
	
       

		
      (c) 
	
      name Gary Flint as management's nominees for election to
      its board of directors at the first shareholders' meeting of the Purchaser
      held after the Effective Date, and use its best efforts to secure proxies
      in favour of the appointment of Gary Flint to its board. 

	 	
       
	
       

	4.4 	
      No limit on rights - The Purchaser
      acknowledges to and agrees with the Vendors that the Vendors'
      investigation shall in no way limit or otherwise adversely affect the
      rights of the Vendors as provided for hereunder in respect of the
      representations and warranties of the Purchaser contained in this
      Agreement. 

	 	
       
	
       

	5. 	
      CONDITIONS PRECEDENT 

	 	
       
	
       

	5.1 	
      In favour of all parties - The obligations
      of all parties under this Agreement are subject to the fulfillment of the
      following condition on or before June 30, 2005: 

	 	
       
	
       

		
      (a) 
	
      the passing of an ordinary resolution by the shareholders
      of the Purchaser approving the purchase of the Company Shares on the terms
      contemplated by this Agreement; and 







- 16 -

completion as of the Time of Closing,
of a private placement of 500,000 shares of the Purchaser to be issued at a
price of US$0.25 per share

and if such conditions have not been
fulfilled by that date or such later date that the parties may mutually agree
upon, this Agreement shall terminate and be of no further force and effect.

	5.2 	
      In favour of The Purchaser - The
      Purchaser's obligations under this Agreement are subject to the fulfilment
      of the following conditions as of the Time of Closing:





	 	(a) 	
      The Purchaser shall have been able to complete its
      investigations into the affairs of the Company to its reasonable
      satisfaction; 

	 	 	
       

	 	(b) 	
      Gary Flint shall be the only director of the Company;
    

	 	 	
       

	 	(c) 	
      the Vendors and the Company shall have complied with all
      of their respective covenants and agreements contained in this Agreement;
      and 

	 	 	
       

	 	(d) 	
      the representations and warranties of the Vendors and the
      Company or any one of them shall be completely true as if such
      representations and warranties had been made by the Vendors and the
      Company as of the Time of Closing. 




		
      The conditions precedent set forth above are for the
      exclusive benefit of The Purchaser and may be waived by it in whole or in
      part on or before the Time of Closing. 

	 	
       

	5.3 	
      In favour of the Vendors - The Vendor's
      respective obligations under this Agreement are subject to the fulfilment
      of the following conditions as of the Time of Closing:





	 	
      (a)   
	
      the Vendors shall have been able to complete the Vendors'
      investigation into the affairs of the Purchaser to their reasonable
      satisfaction; 


	 	
       
	
       

	 	
      (b)   
	
      the Purchaser shall have complied with all of its
      covenants and agreements contained in this Agreement; and 


	 	
       
	
       

	 	
      (c)     
	
      the representations and warranties of the Purchaser shall
      be completely true as if such representations and warranties had been made
      by the Purchaser as of the Time of Closing. 



	 	
       
	
       

	 	
      The conditions precedent set forth above are for the
      exclusive benefit of each of the Vendors and may be waived by each of them
      in whole or in part on or before the Time of Closing. 






	6. 	
      CLOSING 

	 	
       

	6.1 	
      Closing Date - The Closing shall take place
      at the Time of Closing on the Closing Date, or such other time, date or
      place as the parties may mutually agree upon. 

	 	
       

	6.2 	
      Deliveries by the Company - At the Closing,
      the Company shall deliver to The Purchaser the following documents:
  







- 17 -

	 	(a) 	
      a certified true copy of the resolutions of the directors
      and, if necessary, the shareholders of the Company evidencing that the
      board and, if applicable, shareholders of the Company have approved this
      Agreement and all of the transactions of the Company contemplated
      hereunder and the resolutions shall include specific reference to:
  

	 	 	
       
	
       

	 		
      (i) 
	
      the sale and transfer of the Company Shares from the
      Vendors to The Purchaser as provided for in this Agreement; 

	 	 	
       
	
       

	 		
      (ii) 
	
      the cancellation of the share certificates representing
      the Company Shares held by the Vendors; and 

	 	 	
       
	
       

	 		
      (iii) 
	
      the issuance of a new share certificate representing the
      Company Shares registered in the name of the Purchaser; 

	 	 	
       
	
       

	 	(b) 	
      a certificate signed by authorized representatives of the
      Company that the representations and warranties of those persons contained
      in this Agreement are true and correct in every respect as of the Time of
      Closing on the Closing Date; 

	 	 	
       
	
       

	 	(c) 	
      if the parties settle on a mutually acceptable form of
      closing agenda prior to the Time of Closing, then such other Closing
      documents as are listed on that closing agenda as Closing documents to be
      delivered by the Vendors and by the Company; and 

	 	 	
       
	
       

	 	(d) 	
      if the parties choose not to or are unable to settle on a
      mutually acceptable form of closing agenda prior to the Time of Closing,
      then such other materials that are, in the opinion of the Purchaser acting
      reasonably, required to be delivered by the Vendors and by the Company in
      order for them to meet their obligations under this Agreement.
  




	6.3 	
      Deliveries by the Vendors – At the Closing,
      each of the Vendors shall deliver their original certificates representing
      the Company Shares owned by them together with a share transfer, duly
      completed and executed to the satisfaction of the Company. 

	 	
       
	
       

	6.4 	
      Deliveries by The Purchaser - At the Time
      of Closing on the Closing Date, the Purchaser shall deliver to the
      Vendors: 

	 	
       
	
       

		
      (a) 
	
      certified true copies of the resolutions of the directors
      evidencing the approval of this Agreement and all of the transactions of
      the Purchaser contemplated hereunder; 

	 	
       
	
       

		
      (b) 
	
      certified true copies of the resolutions of the
      shareholders of the Purchaser evidencing the approval of this Agreement
      and the transactions contemplated hereunder; 

	 	
       
	
       

		
      (c) 
	
      share certificates representing the Purchaser Shares
      registered in the names of the Vendors; 







- 18 -

	 	(d) 	
      a certificate signed by an authorized representative of
      the Purchaser that the representations and warranties of the Purchaser
      contained in this Agreement are true and correct in every respect as of
      the Time of Closing on the Closing Date; 

	 	 	
       

	 	(e) 	
      if the parties settle on a mutually acceptable form of
      closing agenda prior to the Time of Closing, then such other Closing
      documents as are listed on that closing agenda as Closing documents to be
      delivered by the Purchaser; and 

	 	 	
       

	 	(f) 	
      if the parties choose not to or are unable to settle on a
      mutually acceptable form of closing agenda prior to the Time of Closing,
      then such other materials that are, in the opinion of the Vendors and the
      Company acting reasonably, required to be delivered by The Purchaser in
      order for it to meet its obligations under this Agreement.
  




	7. 	GENERAL 
	 	
       

	7.1 	
      Time - Time and each of the terms and
      conditions of this Agreement shall be of the essence of this Agreement and
      any waiver by the parties of this paragraph or any failure by them to
      exercise any of their rights under this Agreement shall be limited to the
      particular instance and shall not extend to any other instance or matter
      in this Agreement or otherwise affect any of their rights or remedies
      under this Agreement. 

	 	
       

	7.2 	
      Entire agreement - This Agreement
      constitutes the entire Agreement between the parties hereto in respect of
      the matters referred to herein and there are no representations,
      warranties, covenants or agreements, expressed or implied, collateral
      hereto other than as expressly set forth or referred to herein. In
      particular, upon the execution and delivery of this Agreement, the Letter
      Agreement dated April 18, 2005 made between the parties, is hereby
      terminated and of no further force and effect. 

	 	
       

	7.3 	
      Further assurances - The parties hereto
      shall execute and deliver all such further documents and instruments and
      do all such acts and things as any party may, either before or after the
      Closing, reasonably require of the other in order that the full intent and
      meaning of this Agreement is carried out. The provisions contained in this
      Agreement which, by their terms, require performance by a party to this
      Agreement subsequent to the Closing of this Agreement, shall survive the
      Closing of this Agreement. 

	 	
       

	7.4 	
      Amendments - No alteration, amendment,
      modification or interpretation of this Agreement or any provision of this
      Agreement shall be valid and binding upon the parties hereto unless such
      alteration, amendment, modification or interpretation is in written form
      executed by all of the parties to this Agreement. 

	 	
       

	7.5 	
      Notices - Any notice, request, demand,
      election and other communication of any kind whatsoever to be given under
      this Agreement shall be in writing and shall be delivered by hand, e-mail
      or by fax to the parties at their following respective addresses:
  



To the Vendors or the Company:

Mobilemail Ltd. 
Suite 5.15, 130
Shaftesbury Avenue, 
London, England W1D 5EU




- 19 -

Attention: Gary Flint

Fax: +44 20-70311199 
Email:
gary.flint@mailsms.co.uk

To The Purchaser:

Maxtor Holdings Inc. 
7 Echo Lane

Chico, California 95928

Attention: Debra Rosales

or to such other addresses as may be
given in writing by the parties hereto in the manner provided for in this
paragraph, and the party sending such notice should request acknowledgment of
delivery and the party receiving such notice should provide such acknowledgment.
Notwithstanding whether or not a request for acknowledgment has been made or
replied to, whether or not delivery has occurred will be a question of fact. If
a party can prove that delivery was made as provided for above, then it will
constitute delivery for the purposes of this Agreement whether or not the
receiving party acknowledged receipt. Each of the Vendors hereby appoints the
Company as its nominee for the purpose of receiving a notice from the Purchaser
pursuant to this Agreement.

	7.6   	
      Assignment - This Agreement may not be
      assigned by any party hereto without the prior written consent of all of
      the parties hereto. 


	  	
       

	7.7     	
      Governing law - This Agreement shall be
      subject to, governed by, and construed in accordance with the laws of
      England and Wales applicable therein, and the parties hereby attorn to the
      jurisdiction of the Courts of England. 



	  	
       

	7.8     	
      Counterparts - This Agreement may be signed
      by fax and in counterpart, and each copy so signed shall be deemed to be
      an original, and all such counterparts together shall constitute one and
      the same instrument. 



	  	
       

	7.9        
        	
      Severability - If any one or more of the
      provisions contained in this agreement should be invalid, illegal or
      unenforceable in any respect in any jurisdiction, the validity, legality
      and enforceability of such provision or provisions will not in any way be
      affected or impaired thereby in any other jurisdiction and the validity,
      legality and enforceability of the remaining provisions contained herein
      will not in any way be affected or impaired thereby, unless in either case
      as a result of such determination this agreement would fail in its
      essential purpose. 






	  	
       

	7.10 	
      Enurement – This Agreement shall
      enure to the benefit of and be binding upon the parties hereto and their
      respective successors, permitted assigns, trustees, representatives, heirs
      and executors. 







- 20 -

IN WITNESS WHEREOF the parties have hereunto set their
hands and seals as of the Effective Date first above written.

	THE CORPORATE SEAL of MAXTOR 	)	
	HOLDINGS INC. was hereunto affixed in
      the 	)	
	presence of: 	)	
	  	)	c/s 
		)	
	/s/ "Debra Rosales" 	)	
	Authorized Signatory 	)	
	 	)	 
	  	)	
	Authorized Signatory 	 	  
		 	  
	  	 	  
	  	 	  
	THE CORPORATE SEAL of MOBILEMAIL 	)	
	LTD. was hereunto affixed in the
      presence of: 	)	
	  	)	
		)	c/s 
	/s/ "Debra Rosales" 	)	
	Authorized Signatory 	)	
	  	)	
	  	)	
	Authorized Signatory 	 	  
	  	 	  
	THE CORPORATE SEAL of MOBILEMAIL 	)	
	INC. was hereunto affixed in the
      presence of: 	)	
	  	)	
	/s/ "Laura Mouck" 	)	c/s 
	  	)	
	Authorized Signatory 	)	
	N.D. HOLDINGS LTD. 	)	
	 	)	 
	  	)	
	Authorized Signatory 	 	  
		 	  
	  	 	  
	  	 	  
	THE CORPORATE SEAL of OUTLANDER 	)	
	MANAGEMENT LIMITED was hereunto 	)	
	affixed in the presence of: 	)	
	  	)	c/s 
		)	
	/s/ "Joachim Bondo" 	)	
	Authorized Signatory 	)	
	 	)	 
	  	)	
	Authorized Signatory 	 	  
		 	  






- 21 -

	  	) 	  
	EXECUTED BY GARY FLINT in the presence
    	) 	  
	of: 	) 	
	  	) 	/s/ "Gary Flint" 
		) 	GARY FLINT 
	/s/ "B. Khiroya" 	) 	  
	Signature of Witness 	) 	  
	  	) 	  
	B.
      Khiroya 	) 	  
	Name of Witness 	  	  






EXHIBIT 10.5

SCHEDULE "A" 

TO THE SHARE EXCHANGE AGREEMENT 
DATED MAY 23,
2005

LIST OF VENDORS AND ALLOCATION OF PURCHASE
PRICE

	Name of Vendor 	 	Company Shares 	 	 	Purchaser Shares 	 
	 	 	 	 	 	 	 
	Mobilemail Inc. 	 	1,730,000 	 	 	10,004,820 	 
	 	 	 	 	 	 	 
	Outlander Management Limited
    	 	100,000 	 	 	578,313 	 
	 	 	 	 	 	 	 
	Gary Flint 	 	245,000 	 	 	1,416,867 	 
	 	 	 	 	 	 	 
	Total: 	 	2,075,000 	 	 	12,000,000 	 






- 2 -

SCHEDULE "B" 

 

TO THE SHARE EXCHANGE AGREEMENT 
DATED MAY 23,
2005

 

 

FINANCIAL STATEMENTS




EXHIBIT 10.5

SCHEDULE "C" 

TO THE SHARE EXCHANGE AGREEMENT
 DATED MAY 23,
2005

THE COMPANY GROUP ASSETS AND MATERIAL
CONTRACTS

Machinery and Equipment (see 1.1(h)):

LapTop – DELL INSPIRON 510m

Bank Accounts and Safety Deposit Boxes:

	Bank Name 	XXXXXXXX
	 	 
	Bank Address 	XXXXXXXX
	 	 
	A/c Number 	XXXXXXXX
	 	 
	Swift Code 	XXXXXXXX
	 	 
	Routing/aba number 	XXXXXXXX


Inventory:

Nil

Intellectual Property:

Nil

Real Property:

None

Customer Lists:

	Mintus Media 	Mira Networks 	Creon Digital 
	 	 	 
	Playbox Media 	Telewide Enterprises 	Salient Synergy 
	 	 	 
	Equal Mobile 	InfraBlue 	PennyCom Communications 
	 	 	 
	Magenta Media 	MyThum Interactive 	  


Insurance Policies:




- 2 -

None

Material Contracts

An Agency Exploitation Agreement dated
30th March 2004 between Mobilemail Ltd. and Zacan Holdings Inc,
ICT/Europetec Limited, MIR Technologies LLC, and HBI Sales Private Limited.
Zacan Holdings Inc, ICT/Europetec Limited, MIR Technologies LLC, and HBI Sales
Private Limited whereby Mobilemail Limited was granted the rights to exploit the
Mobilemail technology held under licenses granted to Zacan ICT/Europetec, MIR
and HBI by Mobilemail Inc. on September 12, 2003.

A Loan Agreement dated 4th
October 2004 between Mobilemail Limited and Mobilemail Inc. whereby Mobilemail
Inc. would provide a loan facility of up to £150,000 to Mobilemail Limited
repayable on or before April 1, 2007.

A Debenture Agreement dated October 4,
2004 between Mobilemail Limited and Mobilemail Inc. evidencing the indebtedness
of Mobilemail Limited under the Loan Agreement.

A Services Agreement dated September 6,
2004 between Mobilemail Limited and Outlander Management for the provision of
services including office space, office services, legal support, finance
support, marketing and sales support, office stationary, and meeting room
facilities for a fee of £2,000 + VAT per month. 

A Public Relations Services Agreement
dated March 15, 2004 between Mobilemail Limited and Chameleon PR whereby
Chameleon PR was contracted to facilitate a media launch of the Mobilemail’s SMS
platform for a fee of £800 per month plus costs. 

A Mutual Non-Disclosure Agreement dated
May 10, 2005 between Mobilemail Limited and Telewide Enterprises Ltd. with
respect to the exchange of confidential information for the purposes of
formulating a business relationship concerning the distribution of Mobilemail’s
products. 

A Sales Referral Agreement dated May
19, 2005 for a term of 18 months between Mobilemail Limited and Equal Mobile
Limited whereby the parties agree to refer to each other customers and agree
that the introducing party will be paid by the receiving party a fee equal to
25% of the net profit derived from such introductions. 

Sales Referral Agreement dated June
20th, 2005 and for a period of 18 months between Mobilemail and Creon Digital UK
whereby the parties agreed to refer to each other customers and agree that the
introducing party will be paid, by the receiving party, a fee equal to 25% of
the net profits derived from such introductions.

Reseller Agreement dated June
14th,2005 for an initial period of 12 months between Mobilemail and
Zeno DA for the creation and maintenance of the CorporateSMS interface and
resale of MailSMS and EasySMS licenses in Norway on a revenue sharing
arrangement.

The following are the Material Contracts in
default:

None

The following are the "Permitted Encumbrances" on the
Assets:

None




- 3 -

SCHEDULE "D" 


TO THE SHARE EXCHANGE AGREEMENT 
DATED MAY 23,
2005


Directors, Officers and Key Employees 
of
the Company

	1. 	THE COMPANY 




	  
  
  
  
  
Name
      and Address 
  	  
  
  
  
 
      
Position 
  	Compensation 
Arrangements
      
(include base compensation 
plus pensions, profit
      
sharing, insurance plans 
etc.) 
  






	Gary Flint 	Managing Director 	£35,000 per annum 







EXHIBIT 10.5

SCHEDULE "E" 

TO THE SHARE EXCHANGE AGREEMENT 
DATED MAY 23,
2005

LIST OF MATERIAL AGREEMENTS OF THE PURCHASER

Material Agreements:

None

The following are the Material Agreements in
default:

NIL

The following are the Material Agreements that cannot be
terminated on 30 days' notice:

NIL