Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail (US) Inc. - Exhibit 10.10







	EXHIBIT 10.10
    



   

  Sales Referral Agreement 

  between 

  Equal Mobile Limited 

  And 

  MobileMail Limited 



 

 

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This Sales Referral Agreement (hereinafter the
“Agreement”) is entered into on 19/05/05 by and between 

Equal Mobile Limited, a company incorporated in England,
having its registered office at 27 New Bond Street, London, W1S 2RH (hereinafter
“Equal Mobile”); 

and 

MobileMail Limited, a company incorporated in England,
having its registered office at 27 New Bond Street, London, W1S 2RH (hereinafter
"MobileMail"); 

WHEREAS 

A. Equal Mobile is in the business of providing mobile
internet services; 

B. Partner is in the business of providing Email to SMS
communications software 

C. The parties wish to enter an agreement whereby they
would be remunerated for introducing each other to potential customers who may
be interested in having business and enter into agreement with the other party.
The introducing party shall be hereinafter referred as “Finder” and the
party entering into a commercial agreement with a third party introduced by
Finder shall be hereinafter referred as the “Company”. 

THEREFORE, for good and valuable consideration, the
parties agree as follows: 

1. SERVICES; Finder may from time to time wish to
introduce Company and its products and services to potential customers who may
be interested in having business with Company and entering into agreement with
Company.

Finder shall not be entitled to bind Company into any
agreement.

2. COMMISSION: If Company enters into a commercial
agreement with any customer, to which Finder has introduced Company and Finder
has made the first contact to such customer and the agreement between Company
and the customer is a result of Finder’s introduction, Finder shall be entitled
to the commission in accordance with the following schedule: 

	
           
	
      -    
	
      a commission equal to 25% of the net profit derived from
      each customer in respect of usage of Company products and services by that
      customer irrespective of whether such is derived during the term of this
      Agreement 





Notwithstanding the foregoing, Finder shall not be entitled to
  the commission for a agreement concluded between Company and a customer if Company
  is 

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independently negotiating with the customer in question or if
Company has negotiated with such customer within the last six months before the
introduction by Finder. Company will upon Finder's request provide Finder with
information as to whether or not Company is negotiating or has been negotiating
with a particular customer. 

The parties shall bear their own costs and expenses arising
while performing the duties herein, unless otherwise agreed in writing.

Value Added Tax and other similar sales taxes shall be excluded
from the revenue when calculating the commission. The commission payments from
the net revenue received by Company each month shall be paid directly to
Finder’s bank account within 30 days of collection of cash from the customer. If
the customer fails to pay its debts the commission shall not be accounted for
the unpaid parts. 

3. NO OBLIGATION: Nothing in this agreement shall
obligate Company to enter into an agreement with any customer or limit Company's
right to terminate the concluded agreements with the customers. Company shall
not be liable for any damages caused to Finder by the failure to conclude or
conform the agreements with any customer or by the termination, either
preliminary or otherwise, of the same.

The parties agree that nothing in this agreement shall prevent
or restrict them from introducing, commercializing, marketing, and/or
distributing the services and/or products directly by themselves or by using
distributors, agents etc. 

4. RELATIONSHIP OF THE PARTIES: Finder is an independent
contractor and shall not act as an employee, agent or broker of Company.

6. LIMITATIONS OF LIABILITY: In no event shall either
party be liable towards the other or any third party for any punitive, special,
indirect, incidental, or consequential damages or for any damages resulting from
loss of use, loss of data, or loss of profit arising out of or in connection
with this agreement, or its termination, whether in an action based on contract,
tort or statutory liability. 

7. CONFIDENTIALITY: The parties have concluded a
non-disclosure agreement, which shall be applied to the performance of this
Agreement. 

8. TERM AND TERMINATION: The Agreement shall become
effective when signed by both parties and be for an initial term of 18 months
from that date and may be renewed for further terms of 18 months on the written
agreement of both parties. Either party may terminate the Agreement with
immediate effect if the other substantially breaches its obligations under the
Agreement and fails to correct the breach within thirty (30) days from receiving
a written notice of breach. 

The provisions of this agreement regarding the accounting of
  commission to Finder shall survive the termination of this agreement for as
  long as the respective customer agreements are in force. Any and all other provisions
  of 

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this agreement that by their nature or context are such that
they are intended to survive termination shall survive termination. 

9. ENTIRE AGREEMENT: This agreement contains the full
and complete understanding and agreement between the parties with respect to the
subject matter, and supersedes all other agreements between the parties whether
written or oral relating thereto, and may not be modified or amended except by
written instrument executed by the parties hereto. 

The undersigned hereby acknowledge that they have read and
understand fully the terms of this Agreement, the terms and conditions of which
are hereby incorporated and acknowledged by this document. 

10. GENERAL: This Agreement shall be governed by English
law. 

	 	Signed for and on behalf of: 	 	 	Signed for and on behalf of 
	 	 	 	 	 
	 	EQUAL MOBILE LIMITED 	 	 	MOBILEMAIL LIMITED 
	 	 	 	 	 
	Signed: 	/s/
      Daniel Feane 	 	Signed: 	/s/
      Gary Flint 
			 		
	Name: 	Daniel
      Feane 	 	Name: 	Gary
      Flint 
			 		
	Title:	Managing Director 	 	Title:	Managing Director 
			 		
	Date: 	19/05/05 	 	Date: 	19/05/05 




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