EXHIBIT 10.1
THIS AGREEMENT is made this 23rd day of June 2004

BETWEEN

(1)       ZIM CORPORATION a company incorporated in Canada whose registered
          office is at 20 Colonnade Road, Suite 200, Ottawa Ontario, K2E 7M6,
          Canada ("ZIM"); and

(2)       SMS.AC, INC. a company incorporated in the United States whose
          registered office is at 7770 Regents Road, Suite #113-405, San Diego,
          California 92122, USA ("the Client")


Recitals

(A)      ZIM is a Mobile Service Provider utilising connections to GSM Mobile
         networks based in the United Kingdom for the provision of revenue
         generating SMS services to end user mobile subscribers.

(B)      The Client wishes to provide IMS Services to End Users which ZIM has
         agreed to provide subject to and upon the terms and conditions set out
         in this Agreement


IT IS AGREED as follows:


Definitions

1.1       Unless the context requires otherwise, the following phrases shall
          have the following meanings in this Agreement:

        "Connection Fee"                      means the payable on the date
                                              of this Agreement in accordance
                                              with Clause 3.1.

        "Monthly Fee"                         means the fee payable to ZIM
                                              by the Client for the provision of
                                              the Service in accordance with
                                              Schedules 2 and 3.

        "Commencement Date"                   means the date of this Agreement

        "Confidential Information"            means any information whether
                                              oral, written held on whatever
                                              media which is disclosed to or
                                              otherwise obtained by one party
                                              from the other party pursuant to
                                              or in connection with this
                                              Agreement, and whether or not such
                                              information is expressly stated to
                                              be confidential or marked as such,
                                              and including but not limited to
                                              know how methodology and other
                                              proprietary information and of
                                              business and/or marketing plans
                                              and business practices and other
                                              commercially sensitive information
                                              including End User information and
                                              data.

        "Content Aggregation"                 means the collation
                                              of information content by the
                                              Client from third party sources.

        "End User"                            means any individual,
                                              corporation or other legal entity
                                              that uses the Network from mobile
                                              telephones provided by or
                                              utilising mobile telephones
                                              operated by UK Operators. The term
                                              "End User" does not include an
                                              Unbillable End User

<PAGE>

        "End User Information"                means any demographic or personal
                                              information identifying
                                              information, data or records
                                              relating to End Users and/or their
                                              use of the Information Services,
                                              including, without limitation,
                                              their respective names, addresses,
                                              telephone numbers, account
                                              information, passwords, usage
                                              statistics, communications
                                              exchanged or transactions
                                              conducted using the Information
                                              Services.

        "End User Validation Data"            means data
                                              to be provided by ZIM to the
                                              Client that shall enable the
                                              Client to establish whether the
                                              relevant End User is a Billable
                                              End User or an Unbillable End
                                              User.

        "Force Majeure"                       means any event or
                                              condition, not existing as of the
                                              date of this Agreement , not
                                              reasonably foreseeable as of such
                                              date and not reasonably within the
                                              control of either party, which
                                              prevents in whole or in material
                                              part the performance by a party of
                                              its obligations hereunder (other
                                              than the obligation to make any
                                              payment of money due and owing) or
                                              which renders the performance of
                                              such obligations so difficult or
                                              costly as to make such performance
                                              commercially unreasonable. Without
                                              limiting the foregoing, the
                                              following will constitute events
                                              or conditions of Force Majeure:
                                              acts of state or governmental
                                              action (including but not limited
                                              to the failure of the appropriate
                                              government authorities to grant
                                              proper authorization to the Client
                                              to provide the Client Services to
                                              End Users), riots, disturbance,
                                              war, strikes, lockouts, slowdowns,
                                              prolonged shortage of energy
                                              supplies, epidemics, fire, flood,
                                              hurricane, typhoon, earthquake,
                                              lightning and explosion.

        "IMS"                                 Means information based mobile
                                              telephone communication services
                                              effected by the transmission of an
                                              Information Services to and
                                              receipt of SMS text messages from
                                              a mobile telephone via a Network

        "ICSTIS"                              means the Independent Committee
                                              for the Supervision of Standards
                                              of Telephone Information Services
                                              (or any similar body that may be
                                              appointed in addition to or in
                                              substitution for it).


        "Information Message"                 means a premium rate SMS
                                              message (which is not a Zero-Rated
                                              Information Message Bulk SMS) sent
                                              by the Client to an End User in
                                              accordance with Schedule 3 as part
                                              of its provision of Information
                                              Services pursuant to this
                                              Agreement.

        "Information Request"                 means a SMS Request or a
                                              Subscription Request.

        "Information Services"                means the provision of a
                                              SMS mobile telephone text message
                                              (via Information Messages and/or
                                              Zero-Rated Information Messages
                                              Bulk SMS) to End Users by the
                                              Client pursuant to this Agreement.

        "Initial Term"                        means the period of 12 months from
                                              the Commencement Date

        "Networks"                            aggregated wireless gateways
                                              available for the transmission of
                                              SMS text messages transmitted to
                                              or from mobile telephones within
                                              the United Kingdom

        "UK Operators"                        Means Vodafone, O2, Orange,
                                              T-Mobile
<PAGE>

        "Revenue Share Payment"               means a  payment  from ZIM to the
                                              Client  in  accordance  with in
                                              Schedule 1.

        "Services"                            means  the  services  to be
                                              provided  by  ZIM to  the  Client
                                              in accordance with Clause 2

        "Short Codes"                         means a numeric string from
                                              four (4) up to eleven (11) numbers
                                              entered into a mobile telephone by
                                              an End User which will identify
                                              the sender of a SMS text message


        "SMS Request"                         means a SMS message sent
                                              via a mobile telephone or the
                                              Internet by an End User to the
                                              Client to prompt an Information
                                              Message to be sent by the Client
                                              to that individual End User's
                                              mobile phone.


        "SMS Tariff(s)"                       means the tariff(s)
                                              (which shall be subject to change
                                              from time to time with immediate
                                              effect by written notice from ZIM
                                              to the Client) set out in Schedule
                                              1, Part 2 payable by End Users for
                                              Information Messages.


        "Subscription Request"                means either:

                                              1.   a standard rate SMS message
                                                   sent by an End User to the
                                                   Client; or
                                              2.   an application that has been
                                                   completed by an End User on
                                                   an internet site owned by
                                                   and/or operated by the Client
                                                   or its agents,
                                              3.   an application that has been
                                                   completed by an End User on
                                                   an IVR owned and operated by
                                                   the Client or its agents,

                                              in each case to prompt a certain
                                              (or indefinite) number of
                                              Information Messages to be sent to
                                              such End User's mobile phone at
                                              predetermined intervals.


        "Territory"                           means the United Kingdom.


        "Unbillable End User"                 means a mobile telephone user
                                              where:- an SMS text message sent
                                              from such persons mobile telephone
                                              is incapable of transmitting
                                              sufficient data to enable ZIM to
                                              identify the specific mobile
                                              telephone which sent the SMS text
                                              message ,or

                                              insufficient information is
                                              transmitted in conjunction with an
                                              SMS text message to enable ZIM to
                                              submit to such person an SMS
                                              Tariff, or

                                              the mobile telephone used by such
                                              person is incapable of originating
                                              a valid Subscription Request, or

                                              the mobile telephone used by such
                                              person is incapable of
                                              transmitting SMS text messages

        "Bulk SMS"                            means Information Messages
                                              sent by the Client to End Users in
                                              accordance with that certain
                                              Standard Messaging Agreement
                                              entered into as of May 11, 2004
                                              between ZIM Corporation and Short
                                              Message Activities Corporation
                                              ("Bulk SMS Agreement")

1.2       References herein to "Clauses", "sub-clauses" and "the Schedule" are
          to clauses and sub-clauses of and any schedule to this Agreement
          unless otherwise specified.
<PAGE>

1.3       Unless otherwise required words denoting the singular include the
          plural and vice versa, the masculine includes the feminine and the
          neuter and vice versa

1.4       References in this Agreement to statutory provisions include all
          modifications and re-enactments of them and all subordinate
          legislation made under them.

1.5      Clause headings are included in this Agreement for convenience only and
         do not affect its construction.



2         Provision of the Services by ZIM

2.1       During the continuation of this Agreement and subject to the payment
          by the Client to ZIM of the sums payable under Schedule 1 ZIM shall
          provide to the client:

          (a)       Networks for the purposes of the provision of Information
                    Services to End Users

          (b)       Networks for the purposes of the receipt of Subscription
                    Requests and SMS Requests from End Users

          (c)       Billing and collection services on behalf of Client from End
                    Users for Information Services according to Clause 5 and the
                    applicable Schedules attached hereto and incorporated herein
                    by reference.

and shall make all reasonably appropriate arrangements with all UK Operators to
ensure such Networks are available for use (save only where prevented by Force
Majeur) by End Users of each of the mobile telephone companies comprised in the
term "UK Operators"

2.2       During the continuation of this Agreement (but for the avoidance of
          doubt not following termination howsoever arising) ZIM grants insofar
          as the same is reasonably required for either the provision of the
          Services and/or the performance of the Clients obligations in this
          Agreement a non-exclusive, non assignable, royalty-free licence for
          the Client to use all computer software and programs designed and/or
          owned by ZIM

2.3      ZIM shall provide Client real-time handset delivery receipts for each
         Information Message transmitted for delivery to End Users, including
         but not limited to any acknowledgements and other relevant transaction
         reports generated by the ZIM network. Each delivery receipt shall
         clearly state if the Information Message was delivered to the End User,
         if the End User was successfully billed, and in the event of
         non-delivery, the reason for such failure.

2.4       ZIM shall provide to the Client as soon as practicable End User
          Validation data for the purpose (inter alia) of identification of
          Unbillable End Users. Such information shall be updated at monthly
          intervals during the continuation of this Agreement

2.5        Subject to the observance of the obligations on the part of the
           Client contained in this Agreement, ZIM shall be responsible for all
           the collection of all charges from End Users levied in connection
           with the provision of Information Services, provided always that ZIM
           shall not be responsible for the collection of any charges applicable
           to the transmission of Information Messages to an Unbillable End
           User.

2.6       Observe the obligations on the part of ZIM as set out in Clause 4 and
          Clause 5 (Usage Information).


<PAGE>

3.        The Client's obligations

3.1       Notice to ZIM

The Client shall give ZIM the following periods of notice:

3.1.1     If Client believes that the following will result in a significant
          change in traffic levels, then Client will provide at least 7 day's
          written notice of its intention to launch new Information Services
          and/or of its intention to make substantial alterations to the
          Information Services (accompanied by a forecast of the effect of such
          changes, that is, the increase/decrease in volumes)

3.1.2     If Client believes that the following will result in a significant
          change in traffic levels, then Client will provide at least 3 days
          written notice of its intention to advertise new or substantially
          altered Information Services.

3.2       Delivery of Information Services to End Users

3.2.1     The Information Services shall only be delivered to End Users as
          Information Messages and in no other data communication format.

3.2.2     No Information Messages shall be sent to or otherwise communicated by
          the Client to Unbillable End Users

3.2.3     In respect of all Information Messages transmitted by the Client:

          (a)       no more than one Information Message shall be sent to an End
                    User in response to a Single Request; unless agreed in
                    advance with the end user pursuant to a Subscription Request
                    and

          (b)       no more Information Messages shall be sent to an End User in
                    response to a Subscription Request than such End User shall
                    have requested via such Subscription Request; and

          (c)       (regardless of the number of Information Requests made) the
                    total number of Information Messages sent to a single End
                    User in any one day shall be no more than the number that
                    would cost such End User (pound)30 inc Vat (or some other
                    amount as may be agreed between the parties hereto in
                    writing in advance) on his mobile phone bill unless agreed
                    in advance with the end user

3.2.4     The Client shall use its reasonable endeavours to procure, prior to
          transmission of a Subscription Request:

          (a)       End Users have been made aware of the identity (including
                    principal place of business) of the Client as the supplier
                    of the Information Services

          (b)       End Users have an adequate and accurate description of the
                    Information Services, including the intended purpose of and
                  nature of the Information Services provided by the Client;

          (c)       End Users have been made aware of (i) the cost of all
                    Subscription Requests and Information Messages and (ii) the
                    frequency and number (unless this is indefinite - in which
                    case this fact shall be made clear) of Information Messages
                    that will be received in response to a Subscription Request
                    and (iii) their rights to cancel described in Clause
                    3.2.4(e)
<PAGE>

          (d)       End Users have been made aware of arrangements which will be
                    implemented in respect of the levying of charges to End
                    Users (i.e. charges will made via the End User's mobile
                    phone bill in the case of contract customers or deducted
                    from airtime credit in the case of pre-pay customers); and

          (e)       End Users will be made aware of their ability to terminate a
                    Subscription Request and the manner in which this is
                    effected, which shall irrespective of the method of
                    communication of a request to terminate entitle the End User
                    to terminate a Subscription Request with immediate effect

         The Client shall submit to ZIM for approval details of the manner in
         which the Client intends to communicate material upgrades or
         substantially altered Information Services to End Users, ZIM approval
         not to be unreasonably withheld or delayed.

          3.2.5     No Information Services shall be provided (either to End
                    Users or otherwise):

                    (i)       unless sent in response to a SMS Request or a
                              Subscription Request, nor

                    (ii)      to an End User following the exercise of their
                              right to terminate receipt of Information Services

3.2.6     The Client shall take all reasonable steps available to ensure that
          the number of attempted Information Requests and Information Messages
          transmitted at any particular time does not exceed the transmission
          capacity of the Networks observing such reasonable restrictions and/or
          requirements (which may include temporary suspension of the Services)
          as may be imposed by ZIM in written advance notice to ensure the
          continued stability of Networks.

           For clarification the client will not submit more than 20 messages
           per second per network without prior agreement with ZIM.

3.4       Content of Information Services

3.4.1     Client shall clearly prohibit End Users subscribing to Information
          Services within its Terms and Conditions from including the following
          within their contents messages:

         (a)      contain any statement of a defamatory nature
         (b)      contain any statement likely or which may bring the name of
                  ZIM into disrepute or otherwise have adverse effect on ZIM,
                  its name, or brand

         (c)      state or imply any approval by ZIM of the Information Service
                  nor to refer (directly or indirectly) to ZIM without the
                  express and prior approval in writing of ZIM.

         (d)      violate the rights of any third party including, but not
                  limited to, privacy, publicity, copyright or patent

         (e)      contain such data what will impair the operation of the
                  Networks or any part of it

         (f)      contain any information or material which would, or the
                  sending of which over Networks would, be a criminal offence,
                  breach the provision of any statutory provisions (whether
                  existing at the date of this Agreement or not) or would
                  otherwise be unlawful in the jurisdiction where the
                  Information Messages are capable of being sent and/or
                  received.

         (g)      contain any statement that is immoral, offensive, indecent,
                  abusive or menacing,


3.4.2     Subject to the specific provisions of this Agreement the content of
          Information Services shall be determined by the Client who shall be
          solely responsible for the content and operation of Information
          Services.

3.4.4     The terms and conditions governing Bulk SMS are set forth in the Bulk
          SMS Agreement.

3.5       Client Compliance

<PAGE>

3.5.1     The Client shall procure prior to the transmission of any Information
          Service that all rights, licenses and consents including all
          intellectual property rights, have been obtained and all requirements
          of law complied with as may be necessary to enable the Information
          Service to be made available to End Users. The Client shall provide
          evidence of compliance with this paragraph, upon request

3.5.2     The Client shall comply with all reasonable requirements and
          conditions from time to time imposed in connection with the provision
          of Information Services and/or provision of the Services by ZIM or by
          UK Operators

3.5.3     The Client shall provide ZIM, UK Operators and/or ICSTIS such
          information or material relating to Information Services or any
          proposed future service as may from time to time be reasonably
          requested

3.5.4     Without limitation to the foregoing provisions of this Agreement the
          Client shall ensure that all Information Services together with all
          other advertising, data and other information provided in conjunction
          with Information Services shall comply with the ICSTIS Code of
          Practice, Data Protection Act 1998 and the Consumer Protection
          (Distance Selling) Regulations 2000 together with all other statutory
          provisions applicable during the continuation of this Agreement

3.6       Meetings With UK Operators ZIM and Client shall schedule meetings no
          less frequently than once a quarter to meet with each of the major UK
          Operators, namely Vodafone (UK), O2 (UK), T-Mobile (UK), and Orange
          (UK). The purpose of these meetings shall be to promote coordination
          between the UK Operators, ZIM and Client with respect to the
          transmission of Information Messages contemplated hereunder, to
          address any concerns related to End User queries or complaints and to
          inform UK Operators about new Information Services which will be
          offered or to advise of existing Information Services which will be
          substantially altered.

3.7       Short Codes

3.7.1     ZIM shall provide the Client with one or more Short Codes to be used
          by End Users to transmit Information Requests and for Client to
          transmit Information Services. Initially, ZIM shall provide Client a
          shared Short Code, which will be reserved for Client's sole use. Any
          key words associated with Client's shared Short Code shall be for the
          exclusive use of Client. In the event Client's volume of Information
          Services is not substantial, ZIM may assign others to share the Short
          Code reserved for Client, but only upon providing Client thirty (30)
          days prior written notice. In such event and upon Client's request,
          ZIM shall reserve a dedicated and dynamic Short Code for Client. Short
          Codes may comprise an entire UK Operator mobile telephone number. The
          purpose of the Short Code if for Zim to provide billing and collection
          services on Client's behalf as stated in Clause 2.

3.7.2     In so far as the Client may require use of an alphanumeric identifier
          (comprising a brand name or specific name as identification of the
          transmitter of an Information Service upon an End Users mobile
          telephone) the Client shall on request from ZIM provide evidence as to
          the right of the Client to use such name. Use of any alphanumeric
          identifier shall be subject to availability via each of the UK
          Operators

3.7.3     ZIM shall retain ownership to all Short Codes supplied and may
          withdraw such Short Codes at any time upon thirty (30) days prior
          written notice. In such circumstance, Zim would provide an adequate
          replacement or terminate this Agreement pursuant to Clause 13.2.1 (e).

3.7.4     ZIM shall be entitled to levy an additional charge in respect of the
          provision of dedicated Short Codes.

<PAGE>

3.7.5    The Short Code provided by ZIM under Clause 3.7.1 shall enable dynamic
         suffixes to be added by Client for purposes of tracking and routing
         multiple thread application traffic.

3.8       End User support

3.8.1     The Client shall provide and maintain during the continuation of this
          Agreement adequate support to End Users in relation to the Information
          Services and shall inform End Users of any related routes of contact
          in relation to enquiries, complaints and/or queries relating to
          Information Services.

3.8.2     If:

          (a)       An End User contacts ZIM or a UK Operator in relation to the
                    Information Services ZIM may (at its absolute discretion)
                    either (i) redirect or transfer such End Users to the
                    support facilities of the Client or (ii) (where capable)
                    deal with the query or complaint. In the event End Users
                    make multiple queries or complaints that exceed industry
                    standards, Client and ZIM shall cooperate and determine the
                    best manner to manage the disposition of such queries or
                    complaints. As a result, ZIM and Client may agree upon local
                    customer care representatives to manage End User queries and
                    complaints that exceed industry standards. ZIM and/or UK
                    Operators reserves the right to impose a charge for such

          (b)       ZIM or UK Operators receive complaints regarding the Client
                    and/or Information Services which it considers to be of such
                    seriousness or number as to be materially prejudicial to ZIM
                    or UK Operators brand or reputation, it may, by notice in
                    writing to the Client, either (i) temporarily suspend the
                    Information Services for such period of time as it may, in
                    its absolute discretion, deem fit or (ii) terminate this
                    Agreement. Whenever possible, ZIM and Client shall cooperate
                    to address any End User complaints in an attempt to avoid
                    suspension or termination of this Agreement.

          (c)       In connection with the right to terminate this Agreement
                    under sub-Clause (b) ZIM shall give to the Client not less
                    than 30 days notice of the intention to terminate (within
                    which period of time the Services shall be suspended).
                    Within such 30-day period the Client may submit to ZIM
                    written reasons as to why this Agreement shall not be
                    terminated. On receipt of such written reasons ZIM shall use
                    reasonable endeavours to obtain the agreement of UK
                    Operators to the retention of the Services, progressing the
                    reasons received from the Client. The parties (observing the
                    provisions of this sub-Clause) shall be bound by the
                    decision of the UK Operators. Where the UK Operators shall
                    impose any condition on the retention of the Services ZIM
                    shall not be obliged to continue the Services and may
                    progress with the termination of this Agreement in so far as
                    the Client shall not agree to observe and perform such
                    conditions and shall enter into such further documentation
                    as ZIM shall reasonably require in connection with the
                    documentation of the Clients' agreement to observe such
                    conditions as imposed by the UK Operators.


4.        Provision of Usage Information

4.1       Within 30 days of the end of each calendar month under the
          continuation of this Agreement ZIM shall prepare and provide to the
          Client a report detailing the number of Information Messages delivered
          to End Users during the preceding calendar month. Included in this
          report shall be the following information:

                  (a) gross revenue            (e) fees
                  (b) total messages sent      (f) revenue share
                  (c) total messages delivered (g) net revenue
                  (d) total messages billed    (h) bad debt
<PAGE>

           ZIM shall also include the leakage rate, namely the discrepancy
           between successfully delivered Information Messages reported by ZIM
           and the revenue actually paid by UK Operators related to such
           Information Messages. Where the Client shall consider there shall be
           any discrepancy within such information the parties shall work
           together in good faith to identify the discrepancy and agree any
           variation to correctly reflect the volume of Information Messages
           transmitted in the appropriate period. In the event that no
           satisfactory resolution is found, the UK Operator(s) figures shall be
           used for the calculation of any payments.

4.2        The report produced in accordance with sub-Clause 4.1 shall be
           available electronically via a secure Internet account. Access
           details to view electronic reports and statements shall be as
           specified in schedule 3 of this agreement.

4.3        The Client:

          (a)       shall be responsible for retaining evidence that Information
                    Messages sent to End Users were properly solicited (that is,
                    via a Single Request or a Subscription Request); and

          (b)       hereby agrees that, subject to Clause 11.6, upon written
                    request giving 5 days notice, ZIM shall have the right to
                    inspect the evidence referred to above.

4.4       In the event that ZIM in its reasonable opinion, considers the
          information presented to it pursuant to sub-Clause 4.3 unsatisfactory
          or incomplete ZIM shall request Client to provide additional
          information.

4.5      Audit Rights

                  Client may, up to two (2) times in a calendar year upon no
                  less than five (5) days prior written notice to and at a time
                  reasonably acceptable to ZIM, cause a certified accountant
                  subject to a duty of confidentiality, to review the books and
                  records of ZIM, solely to the extent reasonably required to
                  ensure compliance with this Agreement. If the audit reveals a
                  difference of more than 5%, ZIM will reimburse Client for the
                  difference plus the reasonable cost of the audit. The rights
                  under this clause shall survive the expiration of this
                  Agreement for one year. The audit should be conducted during
                  normal business hours and not disrupt ZIM's business. The
                  audit should be conducted by an independent accountant
                  appointed by the client.

5.         Payment

5.1       Revenue Share

5.1.1     Tariff from UK Operators

The Client shall be entitled to receive a payment ("a Revenue Share") in respect
of each Information Message transmitted during the continuation of this
Agreement as specified in the Schedules attached. The sums specified in the
Schedules attached shall be subject to variation from time to time by written
notice to the Client.
<PAGE>


5.1.2    Revenue Deductions

The total revenue generated from the Tariffs for each relevant month shall be
shared in the following manner: first all applicable taxes, levies, bad debt,
and End User refunds (collectively "deductions") will be deducted from the gross
revenues for the transmission of Information Services collected by ZIM
("Information Services Revenues"), then the remaining revenue shall be divided
on an percentage basis between the UK Operator(s), ZIM and Client, according to
this Clause 5 and attached Schedules 1 and 2.

5.1.3    Exclusion of Entitlement

The Client shall not be entitled to any Revenue Share in respect of the
transmission of any Information Services to any Unbillable End User, nor
entitled to any Revenue Share in respect of any attempted transmission of an
Information Request attempted to be transmitted to the Client by an Unbillable
End User

5.1.4    Collection of Revenue Share

ZIM shall undertake best efforts to collect the entitlement to Revenue Share
pursuant to Clause 2 from the UK Operators. There shall be no liability for ZIM
to make any payment to the Client where any UK Operator has not made payment of
Revenue Share but only if such failure to pay does not result from a breach of
this Agreement by ZIM.

5.1.5    Maintenance of Records

ZIM shall maintain complete records as to the entitlement to Revenue Share in
respect of each of the UK Operators that shall be available for inspection by
the Client on the giving of reasonable written notice. The statement produced
shall include a complete breakdown of the method of calculation of Revenue
Share, including details of all rebates received and/or penalties charge by UK
Operators

5.1.6 Net Payments

a) Netting Delivery Fees from Client Revenue Share:

The Parties intend that the Information Services Revenues collected by ZIM will
be applied to offset the delivery fees ("Delivery Fees") due ZIM for Bulk SMS
services provided to Client. Accordingly, the manner in which such net payments
will be made ("Net Payments") is set forth herein. Deductions from Information
Services Revenues will be made as set forth in sub-clause 5.1.2. The Revenue
Share allocated to Client shall be applied to satisfy outstanding Delivery Fees
for Bulk SMS services due and payable to ZIM under the Bulk SMS Agreement. Any
remaining Client Revenue Share shall be due and payable to Client by ZIM within
sixty (60) days following the last day of the month in which such Information
Services Revenues were generated.

Gross amounts for bulk messages and revenue share will be invoiced by both ZIM
and Client at the end of each month for their respective service offerings in
order to determine the Net Payment. From the aforementioned invoices, ZIM will
prepare a statement of account within 30 days of each calendar month detailing
the Net Payment to be made within 60 days of the end of the calendar month in
which such Information Services Revenue and bulk messaging fees were generated.

To be clear, the aforementioned Net Payments shall be deducted from the same
month in which both the Information Services Revenues were generated and the
Delivery Fees were incurred. Such netting process shall happen sixty (60) days
following the last day of such certain month.

         For example:
         In the event the following happens within the month of June 2004:

<PAGE>

     o    The Revenue Share to Client is $50,000 USD for monies generated from
          the transmission of Information Services; and

     o    Client consumed $40,000 USD in Delivery Fees for Bulk SMS Services;

         Then ZIM would deduct a Net Payment of $40,000 USD from the $50,000 USD
         revenue share on August 31, 2004. Client may select to either have the
         remaining $10,000 USD applied as credit for future Delivery Fees to be
         incurred or select for a payment of such to be processed within ten
         (10) days.

b) Reporting, Invoicing, and Discrepancies:

Notwithstanding that ZIM may not have received such Information Services
Revenues from UK Operator(s), ZIM shall approximate the Information Services
Revenues to be generated in a certain month based on its records. Upon receipt
of Information Services Revenues from UK Operator(s), ZIM shall reconcile any
discrepancies in the manner described in the Bulk SMS Agreement. Any adjustments
to the amounts credited Client in a certain month shall be reflected in the
invoice sent to Client as a credit or debit, as the case may be, for the
following month.

In the event the Delivery Fees for Bulk Messaging in a certain month exceed the
Revenue Share due and payable to Client in that certain month ("Excess Amount"),
then ZIM shall invoice Client for such Excess Amount. The Excess Amount shall be
due and payable by Client within thirty (30) days of receipt of the
aforementioned invoice to avoid the interest charge of 1% per annum. In the
event that the Revenue Share due and payable to Client in a certain month exceed
the Delivery Fees due and payable to ZIM, then Client will have the option to
either have such amounts credited to the Delivery Fees to be consumed by Client
in future months or, to have ZIM remit a payment of such amounts to Client.
Client will make best efforts to notify ZIM within 10 days of receiving the
monthly statement whether it will accept payment of such amounts or apply such
to future month's Bulk Messaging fees. To be clear, failure to provide notice of
allocation decision within 10 days, does not waive Client's right to determine
the allocation of funds due to it hereunder. If the Client elects for payment of
such amounts, then ZIM will make payments within 60 days of the end of the
calendar month in which such Information Services Revenue was generated.

c) Assignment of Accounts Receivable:

Client hereby assigns ZIM as a secured vendor, and Client also reserves the
right to secure payment from month to month by the assignment of account
receivables from other parties owing monies to Client ("Assignment"). To be
clear, the Assignment shall be exclusively limited to the Excess Amounts due and
payable in accordance with the terms hereunder. Client reserves the right to
remit such payment directly to ZIM or, alternatively, at the option of Client,
to arrange for payments by way of the aforementioned Assignment. Further, ZIM
shall only be a secured vendor as long as it does not breach any of its
obligations under this Agreement and that of the Bulk Messaging Agreement.

5.1.7    Determination of dispute

(a)       In so far as any dispute may arise between the parties with regard to
          the calculation of Revenue Share the parties will make available to
          the other all information, records and data held by them in respect of
          the Information Services which would have been given rise to the
          entitlement to Revenue Share and shall use all reasonable endeavours
          to agree the sum or sums due pursuant to the terms of this Agreement.

<PAGE>

(b)       Where such dispute shall arise from action taken or not taken by a UK
          Operator ZIM shall attempt to agree with the UK Operator the dispute
          that has arisen, making all reasonable representations that may have
          been communicated to ZIM by the Client

(c)       ZIM shall use best efforts and shall act in good faith to ensure
          payment is made to Client in a timely and reliable manner. However,
          with that being said and subject to the remaining terms of this
          provision, there shall be no obligation on the part of ZIM to make any
          payment pursuant to sub-Clause 5.1.6 until such time as any dispute
          regarding the calculation of Revenue Share shall have been resolved to
          the reasonable satisfaction of the parties. Where such dispute shall
          relate to one or more of the UK Operators but not all of the companies
          comprised in the definition of UK Operators, ZIM's right to withhold
          payment under this sub-Clause shall only be in respect of that
          proportion of the Revenue Share as shall be due and is in dispute from
          the UK Operator(s) (or specifically from a portion thereof as
          applicable) who shall have refused to make payment to ZIM. All Revenue
          Share amounts due to Client by ZIM that are not in dispute shall be
          paid according to the normal payment schedule. ZIM will act in good
          faith in connection with the provisions of this sub-Clause and shall
          not progress or otherwise delay resolution of any dispute purely for
          the purposes of delay of payment. Further, this sub-Clause is
          applicable only to disputes that relate to traffic volume reporting
          for Bulk Messaging and/or Information Services Revenue. And in no
          event shall a delay in payment be due to actions or omissions of the
          same caused by ZIM.

(d)       Where despite the using of reasonable endeavours to resolve any
          dispute the parties shall not be able to agree on the Revenue Share,
          then the UK Operator(s) records shall serve as final.

5.2       Value Added Tax

All sums payable under this Agreement are quoted as being exclusive of Value
Added Tax. The party making payment shall in addition to the amount payable as
specifically stated in this Agreement also, pay in addition all Value Added Tax
at the rate prevailing from time to time

6         TECHNICAL

6.1       General

6.1.1     Client shall establish a direct data communication connection to ZIM
          situated at ZIM London Data Center, in connection with the provision
          of the Services. Such connection shall be to a specification
          reasonably required by ZIM but without limitation shall comply with
          the communication protocols specified in Schedule 4.

6.1.2     The Client shall supply and maintain all of its equipment and
          communication connections necessary pursuant to sub-Clause 6.1.1 up to
          such communication point where data will pass to equipment and
          Networks provided by ZIM under the terms of this Agreement.

6.1.3     ZIM shall be entitled to disconnect or suspend any direct connection
          provided by the Client with as much prior notice as is possible,
          should a fault or other form of transmission error occur considered in
          the reasonable opinion of ZIM to affect or be likely to affect the
          performance of the Networks.

6.1.4     The Client shall provide such assistance as ZIM may reasonably require
          in connection with the carrying out of installation tests to ensure
          the connections provided by the Client in accordance with sub-Clause

6.1.1     shall perform in accordance with the provisions set out in Schedule 4;
          provided such adheres to Client's security policies.

6.2       The Client's Undertakings

6.2.1     The Client agrees with ZIM:
<PAGE>

           (a)       To be responsible for the supply and maintenance of the
                     connection provided under sub-Clause 6.1.1 and for all
                     costs and expenses arising in connection with such
                     connection.

           (b)       To provide ZIM with a nominated point of Contact (in
                     relation to general enquiries) and a Technical Point of
                     Contact (in connection with technical and data enquiries)
                     with whom ZIM shall be able to communicate in connection
                     with any problems/difficulties arising in connection with
                     the connection provided by the Client under sub-Clause
                     6.1.1 or otherwise in connection with any communication
                     problems which may arise in relation to the provision of
                     Information Services and/or provision by ZIM of the
                     Services under the terms of this Agreement. Where this is
                     the same person a second, back-up, point of contact should
                     also be provided.

           (c)       In so far as the provisions of this Agreement require the
                     parties to maintain run or otherwise operate computer
                     software, the parties will inform each other (prior to
                     implementation) of any intention to modify up-grade or
                     otherwise alter the performance of any software to enable
                     the other party to consider potential compatibility issues.
                     The Client shall undertake no such software up-grade,
                     modification or other alteration until the Client shall
                     have undertaken such performance functionality tests, as
                     ZIM shall reasonably require


7         MARKETING AND PUBLICITY

7.1       The Client shall be solely responsible for marketing and promoting the
          Information Services.

7.2       Each Party shall obtain the express written consent of the other to
          the issue, content and timing of any news/press releases, articles,
          brochures, advertisements, prepared speeches or other information
          releases issued in connection with this Agreement or the provision of
          the Information Services, such consent not to be unreasonably withheld
          or delayed.

8         INTELLECTUAL PROPERTY RIGHTS & OWNERSHIP

8.1       Except where specifically provided under the provisions of sub-Clause
          2.2, this Agreement does not operate as an assignment by or to either
          party of any copyright, registered design, trademark or any other
          intellectual property rights of whatever nature.

8.2       Nothing in this Agreement shall entitle either party to use the other
          party's name, logo or trademark or any intellectual property in
          connection with Information Service without the prior written consent
          of the other.

8.3       Client network. Client shall retain all right, title, and interest in
          and to the Client network, including but not limited to, ownership of
          all hardware, software, technology, applications, data (including
          text, images, etc.) and all intellectual property rights associated
          therewith.

8.4       ZIM network. ZIM will retain all right, title, and interest in and to
          the ZIM network including but not limited to, ownership of all
          hardware, software, technology, applications, data and all
          intellectual property rights associated therewith.

8.5       End User Information. Client shall have sole ownership and control of
          the information and data collected from End Users of Client, including
          but in no way limited to all SMS data transmitted by ZIM, such as SMS
          content, end user's mobile phone number, and other End User data. Such
          End User Information shall be considered Confidential Information.
<PAGE>

8.6       Rights Reserved. All rights not specifically granted herein to
          hardware, software, content, marks, technology, or other materials
          (and intellectual property rights in any of the foregoing) are
          reserved to the owner thereof.

9         indemnity AND LIMITATION OF LIABILITY

9.1       The Client will fully indemnify ZIM against all liability, reasonable
          costs, reasonable expenses, actions and proceedings (including, but
          not limited to, any claim that the content of the Information Services
          infringes the intellectual property rights of any third party) arising
          directly or indirectly out of or in connection with the provision of
          the Services or use of Information Services or the conduct of the
          business of the Client.

9.2       ZIM shall promptly pass on to the client all third party claims in
          respect of the context of the information services.

9.3       ZIM will fully indemnify the Client against all liabilities,
          reasonable cost, reasonable expenses and actions proceedings claims
          and demands arising out of or in connection with any error in,
          alteration of, or omission from Information Services caused by any
          fault in the Network (except by Force Majeur) and which claims are
          validly and lawfully made by any third party.

9.4       The provisions of sub-Clauses 9.1 and 9.3 are subject to the following
          conditions:

         (a)      ZIM indemnity does not extend to any liability for a breach of
                  any contract between the Client and any third party or to any
                  action, proceeding, claim or demand in respect of or in
                  consequence of such a breach of contract;

         (b)      nothing in this Agreement renders the Client liable to
                  indemnify ZIM against any liability, action, proceeding claim
                  or demand in respect of any errors in or omission from the
                  Information Service caused solely by a fault in the Networks;

         (c)      the party seeking to enforce an indemnity must promptly give
                  the other party written notice of any action proceeding claim
                  or demand and if the party receiving the notice accepts full
                  liability to indemnify the other in the event of the Court or
                  other competent authority giving judgment or a decision for
                  the plaintiff:

                    (i)       the party seeking the indemnity must not admit
                              liability or make any compromise or payment except
                              with the consent of the other party or under an
                              Order of a Court;

                    (ii)      the party seeking the indemnity must permit the
                              other party (or such person, firm or company as
                              that party may from time to time nominate) in the
                              name of the party seeking the indemnity to conduct
                              and settle any such action proceeding or claim as
                              the other party may see fit; and

                    (iii)     the party conducting the proceedings must
                              reasonably consult the other party in connection
                              with the proceedings and keep the other party
                              informed as to their progress.

9.4       ZIM duty in performing its obligations under this Agreement is to
          exercise the reasonable skill and care of a competent mobile Internet
          service provider. The Client acknowledges and accepts that provision
          of Information Services is available only within the communication
          range of the UK Operators, The Client accepts that the quality and
          availability of Information Services may be affected by factors
          outside ZIM or UK Operators control such as local physical
          obstructions, atmospheric conditions and other causes of radio and/or
          communication interference or faults in other telecommunications
          networks to which the UK Operators are connected.
<PAGE>

9.5       The provisions of this Agreement set out the entire understanding
          between the Client and ZIM in respect of which ZIM shall be under no
          other obligation duty or liability except as specifically set out
          herein.

9.6       Nothing in this Agreement shall restrict the liability of either party
          in respect of death or personal injury.

9.7       Notwithstandng anything in this agreement to the contrary, neither
          party shall be liable to the other in any manner whatsoever in respect
          of any purported loss of profit, business or anticipated savings or
          for any indirect or consequential loss whatever and howsoever arising.

9.8       Without limitation to the foregoing, in any event either party's
          liability in contract, tort (including negligence) or otherwise
          arising shall be limited to (pound)1 million for any one incident or
          series of related incidents and in any 12-month period to a total of
          (pound)2 million.

9.9       Each provision of this clause 9 operates separately. If any part is
          held unreasonable or inapplicable in any circumstances the other parts
          shall continue to apply.

10        THIRD parties

The provisions of this Agreement are solely for the benefit of the parties
hereto and are not intended to confer upon any person except the parties any
rights or remedies hereunder. No person who is not a party to this Agreement
shall have any right to enforce any of its terms pursuant to the Contracts
(Rights of Third Parties) Act 1998.

11        CONFIDENTIALITY

11.1      Each party acknowledges to the other that mutual disclosure of
          Confidential Information will be essential to the due performance of
          the parties' respective obligations under this Agreement and that
          unauthorised use or disclosure of any such Confidential Information
          could harm the business operations of its owner.

11.2      It is agreed that each party will limit the disclosure of Confidential
          Information to those of its employees, contractors or agents who
          require that information for purposes connected with the performance
          of this Agreement and will procure that any record of such
          Confidential Information is kept secure in accordance with normal
          business practices.

11.3      Neither party will use any such Confidential Information of the other
          otherwise than for the purposes of this Agreement without the express
          consent of its owner.

11.4      The undertakings contained in this clause 11 shall not apply to the
          receiving party in respect of any information which:

          11.4.     1 is already in the receiving party's possession as at the
                    date of this agreement (except only where disclosed by the
                    other party as a consequence of or during the negotiations
                    leading to the signing of this Agreement); or

          11.4.2    is independently developed or generated by the receiving
                    party; or

          11.4.3    is provided to the receiving party by any third party who
                    was free of any restriction as to its use or disclosure at
                    the time of such provision; or

<PAGE>

          11.4.4    is or falls into the public domain (otherwise than in
                    consequence of a breach of this Agreement); or

          11.4.5    the receiving party is obliged to disclose by reason of any
                    legal requirement.

11.5     On termination of this Agreement each party will cease use of
         Confidential Information of the other and will return any records of it
         to the owner. The rights and obligations of the parties under this
         Clause 11 will survive termination of the Agreement. The obligations
         and restrictions in this clause shall be valid for a period of five
         years from the termination of this Agreement.

11.6     End User Information as set forth in Clause 8.5 of this Agreement is
         Confidential Information of Client. ZIM understands that it is not to
         directly contact these End-Users and that doing so would cause
         irreparable damages to Client.




<PAGE>





12        DATA PROTECTION

Both ZIM and the Client shall comply with the Data Protection Act 1998 and any
privacy guidelines issued from time to time by ZIM in connection with the
respective activities carried out by the parties under this Agreement.

13.       TERM AND TERMINATION

13.1      Term

This agreement shall come into force on the Commencement Date and shall continue
in force for the Initial Term and thereafter unless or until terminated by
either party giving to the other at least 4 months' written notice to expire on
or at any time after the end of the Initial Term or as specified below in
Section 13.2. 13.2 Termination

13.2.1   Methods of Termination

Notwithstanding the provisions of Clause 13.1, this Agreement may be terminated
in accordance with the following provisions:

(a)        either party may terminate this Agreement by giving notice in writing
           to the other party in the event the other party is in material breach
           of this Agreement and (if capable of remedy) has failed to remedy
           such breach within thirty (30) days of receipt of written notice
           thereof from the other party;

(b)        either party may terminate this Agreement immediately by notice in
           writing if either party is unable to pay its debts (within the
           meaning of Section 123 of the Insolvency Act 1986), makes or offers
           to make any arrangement or composition with any one or more of its
           creditors or commits any act of bankruptcy or if any petition or
           receiving order in bankruptcy is presented or made against either
           party or if any resolution or petition to wind up either party (being
           a limited company) is issued or passed or presented or if a receiver
           is appointed.

(c)        either party may terminate this Agreement by giving notice in writing
           to the other party should an event of Force Majeure continue for more
           than Ninety (90) consecutive calendar days as provided in Clause 14
           below; or

(d)        the parties may terminate this Agreement by mutual written consent

(e)        Either party may terminate this Agreement at any time for any reason
           or no reason at all by giving the other party not less than 120 days
           notice in writing

(f)        Either party may terminate this Agreement in accordance with any
           clause of this Agreement that expressly confers a right of
           termination on that party.

13.2.2   Rights and Obligations on Termination

In the event of termination of this Agreement for any reason, the parties will
have the following rights and obligations:

(a)      Upon termination of this Agreement, all rights of either party which
         may have been granted in connection with the provision of the Services
         and/or Information Services in respect of the use of trademarks, logos
         or other marks (if any) shall terminate
<PAGE>

(b)      Termination of this Agreement will not release either party from the
         obligation to make payment of all amounts that shall have accrued up to
         the date of termination; and

(c)      The obligations hereunder which by their terms or clear intent extend
         beyond termination of this Agreement will survive termination


14       FORCE MAJEURE

14.1     Notice

Upon being affected by an event of Force Majored the party so affected shall
give notice to the other, together with details of the event which has occurred
so suggested to amount to Force Majored. On receipt of such notice the parties
shall discuss with the other (using all reasonable endeavors and acting in good
faith) how to best progress the provisions of this Agreement (if at all) bearing
in mind the event, which shall have occurred. Upon the giving of such notice the
affected party will be released without any liability on its part from the
performance of its obligations under this Agreement (except for an obligation to
make any payment of money due and owing), but only to the extent and only for
the period that its performance of such obligations is prevented by the event of
Force Majored.

14.2     Suspension of Performance

During the period that the performance by a party of its obligations under this
Agreement has been suspended by reason of an event of Force Majored, the other
party may likewise suspend the performance of all or part of its obligations
(except for an obligation to make any payment of money due and owing) hereunder
relating to the circumstances constituting the claimed event of Force Majored
(to the extent that such suspension is commercially reasonable).


15.      MISCELLANEOUS

15.1     Governing Law

         If Client sues ZIM, then the choice of law which shall be applicable to
         the construction and interpretation of the agreement shall be that of
         California and the venue shall be San Diego, California. If ZIM sues
         Client then the choice of law which shall be applicable to the
         construction and interpretation of the agreement shall be that of
         California and the venue shall be Canada.

15.2     Relationship; Nonexclusive Arrangement

Nothing contained in this Agreement shall be construed to give either party the
power to direct or control the day-to-day activities of the other party, nor to
assume or create any obligation or responsibility, express or implied, on behalf
of or in the name of the other party. In fulfilling its obligations under this
Agreement, each party will be acting as an independent contractor. No exclusive
arrangement is created or is intended to be created between the parties herein.
Either party may engage other third parties to provide similar or identical
services further, Client shall not be obligated to send any minimum number of
transmissions to ZIM. In addition, Client in its sole discretion may select only
specific UK Operators for which it desires to utilize the services of ZIM, and
such specification may change from time to time for any reason or no reason at
all.

15.3     Entire Agreement

This Agreement and the Schedules hereto contain the entire agreement between the
parties with respect to the subject matter hereof and supersede all previous
agreements, negotiations, discussions, writings, understandings, commitments and
conversations with respect to such subject matter, and there are no agreements
or understandings between the parties other than those set forth or referred to
herein.

<PAGE>

15.4     Amendments

This Agreement may only be amended in writing signed by an authorised signatory
of the respective parties hereto 15.5 Assignment Neither party may assign or
otherwise transfer its rights or obligations under this Agreement, in whole or
in part, without the prior written consent of the other party, which consent
shall not be unreasonably withheld or delayed.

15.6     Waivers of Default

Waiver by any party of any default by the other party of any provision of this
Agreement shall not be deemed a waiver by such party of any subsequent or other
default,

15.7     Severability

If any of the provisions of this Agreement is or becomes invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions shall not in any way be affected or impaired. The parties shall
nevertheless negotiate in good faith in order to agree the terms of a mutually
satisfactory provision, achieving so nearly as possible the same commercial
effect, to be substituted for the provision so found to be void or
unenforceable.

15.8     Notices

All notices and requests in connection with this Agreement shall be given in
writing and sent by express delivery mail or by fax to the addresses contained
in the recitals of this agreement or to such other address, as the party to
receive the notice or request shall designate by notice to the other party.

15.9     Counterparts

This Agreement may be executed in any number of counterparts, and by the parties
to it on separate counterparts, each of which shall be an original, but all of
which together shall constitute one and the same instrument.



<PAGE>





IN WITNESS WHEREOF, this Agreement has been signed by the duly authorised
representatives of the parties the day and year first above written.



For and on Behalf of ZIM Limited:
/s/ Roberto Campagna

Name: Roberto Campagna

Position: VP, Mobile Sales





For and on Behalf of SMS.AC Corporation ("the Client"):
/s/ Brandie Williams

Name: Brandie Williams

Position: SVP, Business Development







<PAGE>



                         SCHEDULE 1 - SHARED SHORT CODES
                           SERVICE CHARGES, REVENUE SHARE AND TARIFFS

"The Client" will be charged the following fees, for the applicable services as
shown below and set out in Clauses 2 and 3.7.

Part 1 - SERVICE CHARGES
The monthly charges cover the provision of SHARED short codes for each of the
four UK operators (Vodafone, O2, Orange and T-Mobile). Each short code has a
prefix of (8) consists of 5 digits and is consistent (unified) across all mobile
network operators.



Description                                                     Costs


Account Setup Fee                                               (pound)0.00


Bronze Package Monthly Short Code and Keyword Rental            (pound)99.00
(1 x Tariff(short code, 5 x Keywords of your choice)
*Additional Keyword - (pound)20 per keyword per month

Silver Package Monthly Short Code and Keyword Rental            (pound)149.00
(2 x Tariff (short code, 10 x Keywords of your choice)
*Additional Keyword - (pound)15 per keyword per month

Gold Package Monthly Short Code and Keyword Rental              (pound)199.00
(3 x Tariff (short code, 20 x Keywords of your choice)
*Additional Keyword - (pound)10 per
keyword per month


  PLEASE NOTE: ZIM AGREES TO WAIVE THE ABOVE SERVICE CHARGES THAT MAY BE
          APPLICABLE TO SMS.AC. HOWEVER, UNDER REGULAR CIRCUMSTANCES,
 -------------------------------------------------------------------------------
   ALL PRICES EXCLUDE VAT AND ARE SUBJECT TO A MINIMUM ACTIVATION PERIOD OF 1
               (ONE) MONTH. SHARED SHORT CODES ARE AUTOMATICALLY
                  ASSIGNED. PRICE COVERS ALL FOUR UK OPERATORS.

Part 2 - REVENUE SHARE PAYMENTS
a) The following revenue share table shows the revenue paid to Client based on
successfully billed messages to subscribers of the service using a Vodafone UK,
Orange UK, T-Mobile UK or O2 UK mobile handset. All short code messages can be
charged against a Pre-pay (pay-as-you-go) or post pay (contract) mobile phone
bill. The out payment rates in this revenue share table will apply only to
monthly messaging volumes over and above 500,000 messages.


TARIFF                              REVENUE SHARE
-------                             -------------

                   VF            OR             TM             O2

(pound)0.25   (pound)0.10    (pound)0.10    (pound)0.10    (pound)0.10

(pound)0.50   (pound)0.25    (pound)0.21    (pound)0.26    (pound)0.25

(pound)1.00   (pound)0.46    (pound)0.46    (pound)0.46    (pound)0.46

(pound)1.50   (pound)0.95    (pound)0.91    (pound)0.94    (pound)0.93



b) The following revenue share table shows the revenue paid to Client based on
successfully billed messages to subscribers of the service using a Vodafone UK,
Orange UK, T-Mobile UK or O2 UK mobile handset. All short code messages can be
charged against a Pre-pay (pay-as-you-go) or post pay (contract) mobile phone
bill. The out payment rates in this revenue share table will apply only to
monthly messaging volumes between 0 to 500,000.



TARIFF                                 REVENUE SHARE
--------                               --------------

                   VF            OR                 TM                O2


(pound)0.25     (pound)0.09   (pound)0.09     (pound)0.09       (pound)0.09

(pound)0.50     (pound)0.24   (pound)0.20     (pound)0.25       (pound)0.24

(pound)1.00     (pound)0.46   (pound)0.46     (pound)0.46       (pound)0.46

(pound)1.50     (pound)0.94   (pound)0.90     (pound)0.93       (pound)0.92


Revenue share payments shown above exclude VAT.

<PAGE>


Part 3 - SHORT CODE INFORMATION
The table below shows the available shared short codes and the associated
tariffs which are charged including VAT to the end user.


SHORT CODE                          TARIFF
----------                          ------

                         Inc VAT                 Excl VAT

 83236                    25.0p                   21.3p

 85239                    50.0p                   42.6p

 86239                    100.0p                  85.1p

 87239                    150.0p                  127.7p









<PAGE>



                       SCHEDULE 2 - DEDICATED SHORT CODES

                   SERVICE CHARGES, REVENUE SHARE AND TARIFFS

 "The Client" will be charged the following fees, for the applicable services as
shown below and set out in Clauses 2 and 3.7.


Part 1 - SERVICE CHARGES
In the event Client, in its sole discretion, determines to use a dedicated short
code, then the fees set forth below shall apply. The monthly charges cover the
provision of short codes for each of the four UK operators (Vodafone, O2, Orange
and T-Mobile). Each tariff shown in the revenue tariff sheet requires a separate
short code. Each short code has a prefix of (8) consists of 5 digits and is
consistent (unified) across all mobile network operators.



Description                                  Costs
-------------                               -------------
Connection Fee                              (pound)300.00

Monthly Short Code Rental                   (pound)500.00


        PLEASE NOTE: ALL PRICES EXCLUDE VAT AND ARE SUBJECT TO A MINIMUM
             ACTIVATION PERIOD OF 3 (THREE) MONTH. PRICE COVERS ALL
 FOUR UK OPERATORS. PLEASE NOTE: ALL CONNECTION AND MONTHLY DEDICATED SHORTCODE
                     RENTAL FEES COME OUT OF REVENUE SHARE

Part 2 - REVENUE SHARE PAYMENT CALCULATION FOR INFORMATION MESSAGES

          1.        The revenue tariffs that apply to the four main UK Operator
                    networks are in-line with the terms and conditions of this
                    agreement.

          2.        The revenue share payments will be paid by ZIM to "the
                    Client" only after ZIM has received payment from the UK
                    Operators as detailed in Clause 3 of this agreement.



Details on the Revenue Share Out Payments for Dedicated Short Codes on VODAFONE
(UK), O2 (UK), T-Mobile (UK) and Orange (UK), can be found at www.zimepl.com.


<PAGE>

                           SCHEDULE 4 - VIRTUAL MOBILE



SMS.AC will have access to ZIM's Virtual Mobile Service if they wish to use it.
The mentioned fees will only apply if SMS.AC activates a Virtual Mobile account.
Services will be charged inline with the Setup Fees, Monthly Service Fee and
charges for applicable services as shown in the table below.


SERVICE CHARGES

The following service charges are for the monthly operation of the Virtual
Mobile solution by ZIM.

Description                                                     Costs
-----------                                                    ------
Number Allocation Fee                                          (pound)100.00

Monthly Rental: Gold Virtual Mobile Number                     (pound)140.00

All prices shown above are subject to VAT.

PLEASE NOTE: ALL ALLOCATION AND MONTHLY RENTAL FEES REQUIRED ARE TO COME OUT
OF REVENUE SHARE.

Description                                                    Costs
-----------                                                    ------
Number Allocation Fee                                          (pound)80.00

Monthly Rental: Silver Virtual Mobile Number                   (pound)60.00

All prices shown above are subject to VAT.

PLEASE NOTE: ALL ALLOCATION AND MONTHLY RENTAL FEES REQUIRED ARE TO COME OUT
OF REVENUE SHARE.

Description                                                     Costs
-----------                                                    ------
Number Allocation Fee                                          (pound)60.00

Monthly Rental: Bronze Virtual Mobile Number                   (pound)40.00

All prices shown above are subject to VAT.


PLEASE NOTE: ALL ALLOCATION AND MONTHLY RENTAL FEES REQUIRED ARE TO COME OUT
OF REVENUE SHARE.

MINIMUM TERM

All Virtual Mobile numbers have a minimum rental period of one month. Virtual
Mobile numbers can be released after the first month's rental. Released numbers
will be returned to the ZIM number bank and maybe allocated to other customer.
Released numbers can be re-purchased however the allocation fee will apply.


<PAGE>

                   SCHEDULE 5- INFORMATION MESSAGES (PROTOCOL)


All information with regards to gateway specifications, support documentation
and user guides can be found online at the following Internet address:

http://www.zimepl.com














<PAGE>



              SCHEDULE 6- DEDICATED UK CUSTOMER CARE TLEPHONE LINE


DEDICATED CUSTOMER CARE TLEPHONE LINE

ZIM will provision a dedicated UK Customer Care Telephone line for SMS.AC. This
telephone line will be dedicated to SMS.AC for their SMS services in the UK and
throughout Europe if desired. The instructions for the telephone line are as
follows:

1.        Call the line +442073945408

2.        Wait until it goes to voicemail

3.        Press 88 once the auto attendant picks up

4.        Then you will be prompted to insert the mailbox number and your
          password followed by the # key. The mailbox number is 5408 and the
          password is 1234. So you need to dial 54081234#

5.        Once this is done, you are in the system. You can change the
          recording, the password, listen to messages, forward calls etc



Description                                                     Costs
-----------                                                    ------
Connection Fee                                                 (pound)0.00

Monthly Phone Line Rental                                      (pound)80.00


          PLEASE NOTE: ALL PRICES EXCLUDE VAT AND ARE SUBJECT TO A MINIMUM
ACTIVATION PERIOD OF 3 (THREE) MONTH. PRICE PLEASE NOTE: ALL CONNECTION AND
MONTHLY RENTAL FEES COME OUT OF REVENUE SHARE