Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail (US) Inc. - Exhibit 10.9






EXHIBIT 10.9 

THIS AGREEMENT is made the 6th September 2004
BETWEEN:

(1) Outlander Management Limited registered in England under
company number (03836824) whose registered office is at 27 New Bond
Street London W1S 2RH (‘OM’); and 
(2) MobileMail Limited a company
registered in England under company number (04874858) whose registered
office is at 27 New Bond Street London W1S 2RH (‘Customer’).

WHEREAS:
(A) The Customer’s business is an SMS Platform that
integrates with Outlook 
(B) OM has, in consideration of clause 4 of this
agreement agreed to enter into this agreement to provide administrative, legal,
financial, marketing and sales support and advice to the Customer on the
terms set out below 

NOW IT IS AGREED as follows:

1 Definitions and interpretation 
1.1 In this
agreement unless the context otherwise requires:

	‘business day’   	
      means a day, other than a Saturday or Sunday, on which
      banks are open for ordinary banking business in London; 


	 	 
	‘the Effective Date’ 	
      means 1st September 2004; 

	 	 
	‘party’ or ‘parties’   	
      references to ‘party’ or ‘parties’ shall be construed as
      references to a party or parties to this agreement; 


	 	 
	‘the Services’      
    	
      means the services to be performed by OM for the Customer
      upon the terms of this agreement, a detailed description of which is set
      out in the appendix hereto as amended from time to time; 




	 	 
	‘value added tax’ and ‘VAT’  
        	
      mean value added tax as provided for in the Value Added
      Tax Act 1994 and legislation supplemental thereto or replacing, modifying
      or consolidating it. 





1.2 References to, or to any provision of, any treaty, legislation,
  statute, directive, regulation, judgment, decision, decree, order, instrument,
  byelaw, or any other law of, or having effect in, any jurisdiction (‘Laws’)
  shall be construed also as references to all other Laws made under the Law referred
  to, and to all such Laws as amended, re-enacted, consolidated or replaced or
  as their application is modified by other Laws from time to time, and whether
  before or after the date of this agreement.

  1.3 References to ‘this agreement’ or to any other agreement or document
  referred to in this agreement mean this agreement or such other agreement or
  document as amended, varied, supplemented, modified or novated from time to
  time, and include the schedules and appendices. 

  1.4 References to the singular shall include the plural and vice versa and references
  to the masculine, the feminine and the neuter shall include each other such
  gender.

  1.5 References to ‘parties’ are references to the parties to this
  agreement, and references to a ‘person’ include any individual, company,
  body corporate, corporation sole or aggregate, government, state or agency of
  a state, firm, partnership, joint venture, association, organisation or trust
  (in each case, whether or not having separate legal personality and irrespective
  of the jurisdiction in or under the law of which it was incorporated or exists)
  and a reference to any of them shall include a reference to the others.

  1.6 References to clauses and the appendix are to clauses of and the appendix
  to this agreement. References to this agreement include the appendix.

  1.7 The headings are inserted for convenience only and shall not affect the
  construction of this agreement.




2 Duration
Subject as provided in clause 9, this
agreement shall commence on the Effective Date and continue unless and until
terminated by either party giving to the other not less than one (1) month’s
notice in writing. 

3 Provision of the Services
OM shall provide the
services to the Customer at the times and at the places, in the manner
and in accordance with the terms set out in the appendix.

4 Charges 
4.1 The Customer shall pay charges for the
Services in the amounts and at the times set out in the appendix.
4.2 All
amounts expressed as payable pursuant to this agreement are exclusive of any
applicable VAT which, where applicable, shall be payable by the relevant party
in addition to the amount in question on production to it of a valid VAT
invoice.
4.3 All sums payable by either party under this agreement shall be
paid free and clear of all withholdings, set-offs or counterclaims whatsoever,
except any deduction or withholding which may be required by law

5 Independent contractor
In performing the services
in carrying out its obligations under this agreement, OM shall act as an
independent contractor and not the agent of the Customer, and neither OM nor any
of its directors, employees or agents shall have any authority to negotiate or
enter into contracts on behalf of or otherwise to bind the Customer except where
authorised expressly in writing).

6 Standard of work
In performing the Services OM
shall use reasonable care and skill, comply with the terms set out in the
appendix and with generally accepted standards of good practice. The said
obligations shall replace all conditions and warranties which would otherwise be
implied herein by statute, common law or otherwise (including, without limit,
the Supply of Goods and Services Act 1982) all of which are hereby expressly
excluded.

7 Limitation of liability 

  7.1 In respect of those of the Services which are of a managerial or advisory
  nature (as identified in the appendix) OM shall not be liable to the Customer
  for any loss suffered or liability incurred by the Customer arising
  out of any act, omission or error of judgment which may be committed by OM or
  by any of its employees, agents or subcontractors in the course of the provision
  of those of the Services except where such loss or liability arises from the
  negligence, dishonesty or wilful default of OM or of any of such employees,
  agents or subcontractors.

  7.3 Nothing in this clause 7 or elsewhere in this agreement shall exclude, restrict
  or limit the liability of either party for death or personal injury caused by
  that party’s negligence or for fraud.




8 Force majeure 
8.1 If and to the extent that the
provision of the Services is prevented or delayed by force majeure (as defined
by clause 8.2 below), OM shall promptly notify the Customer specifying
the nature, extent, effect and the likely duration of the circumstances
constituting the force majeure, and OM shall then be relieved of any liability
for failure to perform or for delay in performing the Services but shall
nevertheless use all reasonable endeavours to minimise the effect of the force
majeure on its performance of its obligations and to resume full performance of
them and shall make such alternative arrangements for doing so as may be
practicable without incurring material additional expense PROVIDED that if as a
result of the force majeure the Services are not supplied for more than
[6] months, the Customer may terminate this agreement
forthwith by notice to OM. Such a termination notice shall be irrevocable,
except with the consent of both parties.
8.2 For the purposes of this clause
8, ‘force majeure’ means any circumstances not foreseeable at the date of this
agreement and not within the reasonable control of OM

9 Termination 
9.1 Either party may terminate this
agreement forthwith by notice to the other if the other shall have committed a
material breach of this agreement which is incapable of remedy or (if so
capable) is not remedied within 30 days of the party committing the breach
having been served with notice by the other party, specifying the breach and
requiring its remedy 
9.2 Upon termination any rights or obligations to which
either of the parties may be entitled or be subject before such termination
shall remain in full force and effect 

10 General 

  10.1 OM may subcontract any of its obligations under this agreement. This
  agreement shall be binding upon the parties and their successors and permitted
  assigns but neither of the parties may assign any of their respective rights
  and obligations under this agreement without the prior written consent of the
  other 

  10.2 No exercise or failure to exercise or delay in exercising any right, power
  or remedy vested in either party shall constitute a waiver by that party of
  that or any other right, power or remedy.

  10.3 Nothing in this agreement shall be deemed to constitute a partnership between
  the parties nor constitute either party the agent of the other or otherwise
  entitle either party to have authority to bind the other party for any purpose.

  10.4 This agreement, together with any documents referred to in it, constitutes
  the entire agreement between the parties in relation to its subject matter and
  supersedes and extinguishes any prior agreements and understandings whether
  oral or written with respect to it. Each party acknowledges that it has not
  been induced to enter into this agreement by any representation or warranty
  other than those contained in this agreement and, having negotiated and freely
  entered into this agreement, agrees that it shall have no remedy in respect
  of any other such representation or warranty except in the case of fraud. Each
  party acknowledges that its legal advisers have explained to it the effect of
  this clause

  10.5. No variation of this agreement shall be effective unless reduced to writing
  and signed by or on behalf of a duly authorised representative of each of the
  parties.

  10.6 In the event that any term, condition or provision of this agreement is
  held to be a violation of any applicable law statute or regulation the same
  shall be deemed to be deleted from this agreement and shall be of no force and
  effect and this agreement shall remain in full force and effect as if such term,
  condition or provision had not originally been contained in this agreement.
  Notwithstanding the foregoing, in the event of any such deletion the parties
  agree to negotiate in good faith in order to agree the terms of a mutually acceptable
  and satisfactorily alternative provision in place of the provision so deleted.

  10.7 If any party to this agreement defaults in the payment when due of any
  sum payable by it under this agreement, its liability shall be increased to
  include interest on such sum from the due date until the date of actual payment
  (both before and after judgment) at that annual rate which is 8 percent above
  the base rate of (Bank of England) from time to time in effect during
  such period, and compounded daily.




10.8 No person who is not a party to this agreement shall have
any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of this agreement.

11 Notices 
11.1 Any notice (which term shall in this
clause include any other communication) to be given under this agreement by
either party to the other shall be in writing in the English language.
11.2
Any such notice shall be addressed as provided in clause 11.3 and may be:

	 	11.2.1 	
      personally delivered, in which case it shall be deemed to
      have been given upon delivery at the relevant address if it is delivered
      not later than 17.00 hours on a business day, or, if it is delivered later
      than 17.00 hours on a business day or at any time on a day which is not a
      business day, at 08.00 hours on the next business day; or 

	 	 	
       

	 	11.2.2 	
      if within the United Kingdom, sent by first class
      pre-paid post, in which case it shall be deemed to have been given 2
      business days after the date of posting; or 

	 	 	
       

	 	11.2.3 	
      sent by fax, in which case it shall be deemed to have
      been given when despatched, subject to confirmation of uninterrupted
      transmission by a transmission report provided that any notice despatched
      by fax after 17.00 hours on any business day or at any time on a day which
      is not a business day shall be deemed to have been given at 08.00 on the
      next business day; or 

	 	 	
       

	 	11.2.4 	
      sent by electronic mail, in which case, it shall be
      deemed to be given when received but subject to the same provisions
      regarding receipt after 17.00 hours as apply to notices sent by fax.
    



11.3 The addresses and other details of the parties referred to
in clause 11.2 are, subject to clause 11.4:

	 	OM 	Name: Blue Khiroya 
	 	  	Address: Suite 5.15, 130 Shaftesbury
      Ave, 
	 	  	London, W1D 5EU 
	 	  	Fax: 020 7031 1199 
	 	  	Email: info@outlandermanagement.com
  
	 	  	  
	 	Customer 	Name: Gary Flint 
	 	  	Address: Suite 5.15, 130 Shaftesbury
      Ave, 
	 	  	London, W1D 5EU 
	 	  	Fax number: 020 7031 1199 
	 	  	Email address: gary.flint@mailsms.co.uk
    


11.4 Either party may notify the other party of any change to
the address or any of the other details specified in clause 11.3, provided that
such notification shall only be effective on the date specified in such notice
or 5 business days after the notice is given, whichever is later

12 Law and jurisdiction 
12.1 This agreement shall be
governed by, and construed in all respects in accordance with, English law.

	Signed on behalf of OM: 	/s/ Ulrik
      DeBo   	 
	  		Date Sep 8th 04 
	  	      	 
	  	      	 
	  		 
	Signed on behalf of Customer:	/s/ Gary Flint   	 
	  		Date 07/09/04 







APPENDIX

THE SERVICES

	 Rent: Use of office space, desk, chair, etc 

        Telephone: Line rental, handset, etc 

        Internet: connection, bandwidth, etc 

      £500 per person 
	£500.00 



	 Legal: Registered office, Company Secretary,
        Statutory Filing 

      £100 per company 
	£100.00 

	 Finance: Book-keeping, Management Accounts, Statutory
        Accounts 

      £400 per company 
	£400.00 

	 Marketing and Sales: Advice and Support 

      £1000 per company 
	£1000.00 

	  

      Stationery: Basic and Common needs 	£0.00 

	  

      Meeting room: Use of Outlander Management Ltd’s meeting room 	£0.00 

	  

      Total 	£2,000 



The aforementioned services are the monthly standard charges.


The following will be charged over and above, as and when used
  by the Customer

	Stationery: unusual and / or expensive items: exact cost will be recharged
  
	Couriers: as and when used: exact cost will be recharged
  
	Telephone calls: itemised calls: exact cost will be recharged
  
	Meeting room: cost of MLS rooms: exact cost will be recharged
  
	Misc: should anything else arise, this will be discussed individually,
    and invoiced under mutual agreement 


OM will invoice the Customer monthly for services provided during
  the previous month, adding VAT if appropriate.

Payment shall be due on receipt of invoice, and be made no later
  than 7 days of date of invoice.

The invoice will be sent by way of any method mentioned in Clause
  11.




AMENDMENT TO APPENDIX 

THE SERVICES 


  	Rent: Use of office space, desk, chair, etc 

          Telephone: Line rental, handset, etc 

          Internet: connection, bandwidth, etc 

        £500 per person 
	  
  
 
      
£500.00 



	Legal: Registered office, Company Secretary,
          Statutory Filing 

        £100 per company 
	  
£100.00 

	Finance: Book-keeping, Management Accounts,
          Statutory Accounts

         £400 per company 
	  
£400.00 

	Marketing and Sales: Advice and Support 

         £1000 per company 
	  
£1000.00 

	  
Stationery: Basic and Common needs
    	  
£0.00 

	  
IT Service Charges 	  
£350.00 

	TOTAL	£2350.00 




The aforementioned services are the monthly standard
charges.

The following will be charged over and above, as and when used
by the Customer 

	 	•	
      Stationery: unusual and / or expensive items: exact
      cost will be recharged 

	 	•	
      Couriers: as and when used: exact cost will be
      recharged 

	 	•	
      Telephone calls: itemised calls: exact cost will be
      recharged 

	 	•	
      Meeting room: cost of MLS rooms: exact cost will be
      recharged 

	 	•	
      Misc: should anything else arise, this will be
      discussed individually, and invoiced under mutual agreement
    




OM will invoice the Customer monthly for services provided
during the previous month, adding VAT if appropriate. 

Payment shall be due on receipt of invoice, and be made no
later than 7 days of date of invoice. 

The invoice will be sent by way of any method mentioned in Clause
  11. 

/s/ Gary Flint 

  21/10/04