Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail (US) Inc. - Exhibit 10.19






EXHIBIT 10.19 

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT
PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, 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.

REGULATION S SUBSCRIPTION AGREEMENT


THIS AGREEMENT is made effective as of the day of ,
2005. 

BETWEEN: 


  
    
      
        THE SUBSCRIBER LISTED ON THE EXECUTION PAGE TO THIS
          AGREEMENT 

        (hereinafter called the "Subscriber") 

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        Maxtor Holdings Inc, a Nevada corporation
        

        (hereinafter called the “Company") 

      

    

  



OF THE SECOND PART 

THE PARTIES HEREBY AGREE AS FOLLOWS: 

1.                       
DEFINITIONS 

1.1                      The
following terms will have the following meanings for all purposes of this
Agreement. 

	 	(a) 	
      "Agreement" shall mean this Agreement, and all schedules
      and amendments to in the Agreement. 

	 	 	
       

	 	(b) 	
      “Common Stock” means the Common Stock of the Company, par
      value $0.001 per share. 

	 	 	
       

	 	(c) 	
      "Exchange Act" shall mean the United States Securities
      Exchange Act of 1934, as amended. 

	 	 	
       

	 	(d) 	
      “Subscriber” shall mean the Subscriber executing the
      signature page to this Agreement. 

	 	 	
       

	 	(e) 	
      "Offering" shall mean the offering of the Shares by the
      Company. 

	 	 	
       

	 	(f) 	
      “Purchase Price” means the purchase price payable by the
      Subscriber to the Company in consideration for the purchase and sale of
      the Shares in accordance with Section 2.1 of this Agreement.
  









	 	(g) 	
      "SEC" shall mean the United States Securities and
      Exchange Commission. 

	 	 	
       

	 	(h) 	
      "Securities Act" shall mean the United States Securities
      Act of 1933, as amended. 

	 	 	
       

	 	(i) 	
      "Shares" means those Common Stock to be purchased by the
      Subscriber; 



1.2                      All
dollar amounts referred to in this agreement are in United States funds, unless
expressly stated otherwise. 

2.                       
PURCHASE AND SALE OF SHARES 

2.1                      Subject
to the terms and conditions of this Agreement, the Subscriber hereby subscribes
for and agrees to purchase from the Company such number of Shares as is set
forth upon the signature page hereof at a price equal to $0.05 US per Share.
Upon execution, the subscription by the Subscriber will be irrevocable. 

2.2                      The
Purchase Price is payable by the Subscriber contemporaneously with the execution
and delivery of this Subscription Agreement and will be advanced to the Company
or its solicitors. The Subscriber acknowledges that if the funds are advanced to
the Company’s solicitors, the solicitors shall release such funds to the Company
on confirmation by the Company that it will accept the subscription. 

2.3                      Upon
execution by the Company, the Company agrees to sell such Shares to the
Subscriber for the Purchase Price subject to the Company's right to sell to the
Subscriber such lesser number of Shares as it may, in its sole discretion, deem
necessary or desirable. 

2.4                      Any
acceptance by the Company of the Subscription is conditional upon compliance
with all securities laws and other applicable laws of the jurisdiction in which
the Subscriber is resident. Each Subscriber will deliver to the Company all
other documentation, agreements, representations and requisite government forms
required by the lawyers for the Company as required to comply with all
securities laws and other applicable laws of the jurisdiction of the Subscriber.


2.5                      Pending
acceptance of this subscription by the Company, all funds paid by the Subscriber
shall be deposited by the Company and immediately available to the Company for
its corporate purposes. In the event the subscription is not accepted, the
subscription funds will constitute a non-interest bearing demand loan of the
Subscriber to the Company.

2.6                    
The Subscriber hereby authorizes and directs the Company to deliver the
securities to be issued to such Subscriber pursuant to this Agreement to the
Subscriber’s address indicated on the signature page of this Agreement. 

2.7                      The
Subscriber acknowledges and agrees that the subscription for the Shares and the
Company's acceptance of the subscription is not subject to any minimum
subscription for the Offering. 

3.                       
REGULATION S AGREEMENTS OF THE SUBSCRIBER 

3.1                      The
Subscriber represents and warrants to the Company that the Subscriber is not a
“U.S. Person” as defined by Regulation S of the Securities Act and is not
acquiring the 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: 

	 	
       

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

	 	
       
	
       

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










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

	 	 	
       
	
       

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

	 	 	
       
	
       

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

	 	 	
       
	
       

	 	(f) 	
      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 

	 	 	
       
	
       

	 	(g) 	
      any partnership or corporation if: 

	 	 	
       
	
       

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

	 	 	
       
	
       

	 		
      (ii) 
	
      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 Subscribers [as
      defined in Section 230.501(a) of the Act] who are not natural persons,
      estates or trusts. 



3.2                      The
Subscriber acknowledges that the Subscriber was not in the United States at the
time the offer to purchase the Shares was received or at the time this Agreement
was executed.

3.3                      The
Subscriber acknowledges that the Shares are “restricted securities” within the
meaning of the Securities Act and will be issued to the Subscriber in accordance
with Regulation S of the Securities Act. The Subscriber further acknowledges
that the Company has not agreed to register the resale of the Shares under the
Securities Act. 

3.4                      The
Subscriber agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Securities Act. 

3.5                      The
Subscriber and the Company agree that the Company will refuse to register any
transfer of the Shares not made in accordance with the provisions of Regulation
S of the Securities Act, pursuant to registration under the Securities Act,
pursuant to an available exemption from registration, or pursuant to this
Agreement.

3.6                      The
Subscriber agrees to resell the Shares only in accordance with the provisions of
Regulation S of the Securities Act, pursuant to registration under the
Securities Act, or pursuant to an available exemption from registration pursuant
to the Securities Act. 

3.7                      The
Subscriber acknowledges and agrees that all certificates representing the Shares
will be endorsed with the following legend in accordance with Regulation S of
the Securities Act:


  
    
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
        HAVE NOT BEEN REGISTERED UNDER THE 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”. 

    

  






4.                       
REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER 

The Subscriber, represents and warrants to the Company as
follows, and acknowledges that the Company is relying upon such covenants,
representations and warranties in connection with the sale of the Shares to such
Subscriber: 

4.1                      The
Subscriber is an investor in securities of companies in the development stage
and acknowledges that it is able to fend for itself, can bear the economic risk
of its investment, and has such knowledge and experience in financial or
business matters such that it is capable of evaluating the merits and risks of
the investment in the Shares.

4.2                      The
Subscriber has been afforded access to information about the Company and the
Company’s financial condition, results of operations, business, properties,
management and prospects sufficient it to evaluate its investment in the Shares.
The Subscriber further represents that it has had an opportunity to ask
questions and receive answers from the directors and officers of the Company
regarding the terms and conditions of the Offering and the business, properties,
prospects and financial condition of the Company, each as is necessary to
evaluate the merits and risks of investing in the Shares. The Subscriber
believes it has received all the information it considers necessary or
appropriate for deciding whether to purchase the Shares. The Subscriber has had
full opportunity to discuss this information with the Subscriber’s legal and
financial advisers prior to execution of this Agreement. 

4.3.                     
The Subscriber acknowledges that the offering of the Shares by the Company has
not been reviewed by the SEC and that the Shares are being issued by the Company
pursuant to an exemption from registration under the Securities Act. 

4.4                      The
Subscribers understands that the Shares it is purchasing are characterized as
"restricted securities" under the Securities Act inasmuch as they are being
acquired from the Company in a transaction not involving a public offering and
that under such laws and applicable regulations such securities may be resold
without registration under the Securities Act only in certain limited
circumstances. In this connection, the Subscriber represents that it is familiar
with SEC Rule 144, as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act. 

4.5                      The
Shares will be acquired by the Subscriber for investment for the Subscriber'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 Subscriber has no present
intention of selling, granting any participation in, or otherwise distributing
the same. The Subscriber 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 Shares. 

4.6                      An
investment in the Company is highly speculative and only Subscribers who can
afford the loss of their entire investment should consider investing in the
Company and the Shares. The Subscriber is financially able to bear the economic
risks of an investment in the Company. 

4.7                      The
Subscriber recognizes that the purchase of the Shares involves a high degree of
risk in that the Company is in the early stages of development of its business
and may require substantial funds in addition to the proceeds of this private
placement.

4.8                      The
Subscriber acknowledges that no market for the Shares presently exists and none
may develop in the future and accordingly the Subscriber may not be able to
liquidate its investment. 

4.9                      The
Subscriber is not aware of any advertisement of the Shares. 

4.10                    This
  Agreement has been duly authorized, validly executed and delivered by the Subscriber.





4.11                    The
Subscriber has satisfied himself or herself as to the full observance of the
laws of his or her jurisdiction in connection with any invitation to subscribe
for the Shares or any use of this Agreement, including (i) the legal
requirements within his jurisdiction for the purchase of the 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
Shares; and (v) any restrictions on transfer applicable to any disposition of
the Shares imposed by the jurisdiction in which the Subscriber is resident. 

5.                       
REPRESENTATIONS BY THE COMPANY 

5.1                      The
Company represents and warrants to the Subscriber that: 

	 	(a) 	
      the Company is a corporation duly organized, existing and
      in good standing under the laws of the State of Nevada and has the
      corporate power to conduct the business which it conducts and proposes to
      conduct; 

	 	 	
       

	 	(b) 	
      upon issue, the Shares will be duly and validly issued,
      fully paid and non- assessable common shares in the capital of the
      Company. 



6.                       
MISCELLANEOUS 

6.1                      Any
notice or other communication given hereunder shall be deemed sufficient if in
writing and sent by registered or certified mail, return receipt requested,
addressed to the Company, at its head office at 7 Echo Lane, Chico, CA 95928,
Attention: Debra Rosales, President, and to the Subscriber at his/her
address indicated on the last page of this Subscription Agreement. Notices shall
be deemed to have been given on the date of mailing, except notices of change of
address, which shall be deemed to have been given when received. 

6.2                      The
  parties agree to execute and deliver all such further documents, agreements
  and instruments and take such other and further action as may be necessary or
  appropriate to carry out the purposes and intent of this Subscription Agreement.





6.3                      This
Agreement will be governed by and construed in accordance with the laws of the
State of Nevada applicable to contracts made and to be performed therein. The
parties hereby submit to personal jurisdiction in the Courts of the State of
Nevada for the enforcement of this Agreement and waive any and all rights under
the laws of any state to object to jurisdiction within the State of Nevada for
the purposes of litigation to enforce this Agreement. 

IN WITNESS WHEREOF, this Subscription Agreement is
executed as of the day and year first written above. 

	Number of Shares Subscribed For: 	Shares  

	  	  
	 	 
	SUBSCRIBER: 	  
	 	 
	Signature of Subscriber: 	 
    
	 	 
	Name of Subscriber: 	 
    
	 	 
	Address of Subscriber: 	 
    
	  	  
	  	  
	  	  
	 	 
	 	 
	 	 
	ACCEPTED BY: 	  
	 	 
	Maxtor Holdings inc 	  
	 	 
	Signature of Authorized Signatory: 	 
    
	 	 
	Name of Authorized Signatory: 	 
    
	 	 
	Position of Authorized Signatory: 	 
    
	 	 
	Date of Acceptance: