Exhibit 10.19
                             ROAMING MESSENGER (R)
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October 16, 2006

Kin Ng
Cerritos, CA 90703

Re:  Letter Agreement

Dear Mr. Ng,

         This document serves as a letter  agreement (the  "Agreement")  for the
engagement  of  you,  KIN  NG  ("Director"),  by  Roaming  Messenger  Inc.  (the
"Company") as director on the Company's Board of Directors.

Section 1.        SERVICES TO BE RENDERED

         (a) The Company understands that you, Director, will participate on the
Company's Board of Directors in accordance with the Company's charter.

         (b) Director  agrees to devote such  reasonable and sufficient  time to
the  performance  of its Director  services  under this  engagement  as Director
determines in good faith to be reasonably necessary to perform such services.

Section 2.        COMPENSATION AND TERM

         (a) The term of the  Engagement is from OCTOBER 16, 2006 to OCTOBER 15,
2007.

         (b)  Director  shall  receive  from  Company  a stock  option  grant to
purchase 1,000,000 shares of the Company's common stock under the Company's 2003
Stock Option Plan,  at an exercise  price of $0.01,  per share,  the fair market
value of the Company's stock on the date of the grant.  These options shall vest
monthly over a 12 month period, or 83,333 shares per month.

Section 3.        REIMBURSEMENT OF EXPENSES

         The Company shall reimburse  Director for authorized  expenses incurred
by Director in the  performance  of his duties,  provided that such expenses are
reasonable in amount, incurred for the benefit of the Company, and are supported
by itemized  accountings and expense receipts  submitted to the Company prior to
any reimbursement.

Section 4.        CONFIDENTIALITY

         Director shall hold in confidence  and not utilize,  other than for the
benefit of the  Company as a  fiduciary,  nor  disclose  to any person or party,
except  on a need to know  basis  for the  benefit  of the  Company,  any of the
valuable,   confidential,   and  proprietary  business,  financial,   technical,
economic, sales, and/or other types of proprietary business information relating
to the Company  (including all trade secrets),  in whatever form,  whether oral,
written, or electronic (collectively,  the "Confidential Information"), to which
Director has, or is given (or has had or been given), access as a result of this
engagement and the relationship between the Company and Director.  In rightfully
disclosing Confidential  Information under this Agreement,  Director will not do
so without appropriate protective treatment of the applicable Confidential


                50 Castilian Dr. Suite A Santa Barbara, CA 93117
                    P (805) 683-ROAM (7626) F (805) 964-6968
                            www.ROAMINGMESSENGER.com

<PAGE>

Information  prior to its disclosure.  Section 4 of this Agreement shall survive
the termination of this Agreement

Section 5.        INDEPENDENT CONTRACTOR

         (a) Director  acknowledges that in performing services pursuant to this
Agreement,  Director (a) shall be an independent  contractor and not an employee
of the Company,  (b) shall not be entitled to  participate in any fringe benefit
programs  established by the Company for the benefit of its  employees,  and (c)
shall  be  solely  responsible  for  paying  prior  to  delinquency,  and  shall
indemnify,  defend, and hold the Company free and harmless from and against, all
income taxes, self-employment taxes, and other taxes (including any interest and
penalties with respect thereto)  imposed on the fees and expense  reimbursements
paid by the Company to Director pursuant to this Agreement.

Section 6.        TERMINATION

         Either party may terminate  this  agreement  upon 30 days prior written
notice to the other party.

Section 7.        GENERAL PROVISIONS

         (a) This  Agreement  (i)  represents  the entire  understanding  of the
parties with respect to the subject matter hereof,  and supersedes all prior and
contemporaneous  understandings,  whether written or oral, regarding the subject
matter  hereof,  and (ii) may not be modified  or  amended,  except by a written
instrument, executed by the party against whom enforcement of such amendment may
be sought.  Notwithstanding  the foregoing,  Director shall have such duties and
obligations,  and shall have such rights,  as are available  under the Company's
articles of incorporation and bylaws and applicable provisions of Nevada law for
directors of corporations organized under Nevada law.

         (b) This agreement shall be construed in accordance  with, and governed
by, the laws of the State of  California,  without regard to choice of law rules
or the principles of conflict of laws.  Venue for any action  brought  regarding
the  interpretation  or enforcement of this engagement  shall lie exclusively in
Santa Barbara County, California.



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                50 Castilian Dr. Suite A Santa Barbara, CA 93117
                    P (805) 683-ROAM (7626) F (805) 964-6968
                            www.ROAMINGMESSENGER.com


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Please  confirm the  foregoing is in  accordance  with your  understandings  and
agreements with the Company by signing below. Accepted and agreed as of the date
first written above;


COMPANY                                       DIRECTOR
Roaming Messenger Inc.                        Kin Ng


By                                            By:
   ------------------------                     -------------------------
   Louie Ucciferri, as Chairman                 Kin Ng

                                                Cerritos, CA 90703
Roaming Messenger Inc.
50 Castilian Dr. Suite A
Goleta, CA 93117

Date     10/16/2006                           Date       10/16/2006
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                50 Castilian Dr. Suite A Santa Barbara, CA 93117
                    P (805) 683-ROAM (7626) F (805) 964-6968
                            www.ROAMINGMESSENGER.com