Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail Ltd. - Exhibit10.1






EXHIBIT 10.1

DATED 30 March 2004 

 

HBI SALES PRIVATE LIMITED 

(1) 

ZACAN HOLDINGS PROPRIETARY LIMITED 

(2) 

ICT/EUROPETEC LIMITED 

(3) 

MIR TECHNOLOGIES LLC 

(4) 

- and -

MOBILEMAIL LIMITED

(5)

 

 

AGENCY EXPLOITATION AGREEMENT 

for the commercial exploitation 

of the MobileMail Technology




THIS AGENCY AGREEMENT is made
the 30th day of March 2004

B E T W E E N : 

	(1) 	
      HBI SALES PRIVATE LIMITED a company registered in
      Asia whose registered office is situate at 204A Mittal Towers, 6 M.G.
      Road, Bangalore 560 001, India ("the First Licensor "); 

	 	
       

	(2) 	
      ZACAN HOLDINGS PROPRIETARY LIMITED a company
      registered in Australia whose registered office is situate at Level 5, 49
      Market Street, Sydney, New South Wales, Australia ("the Second Licensor");
      

	 	
       

	(3) 	
      ICT/EUROPETEC LIMITED a company registered in
      England and Wales whose registered office is situate at 4 Bedford Row,
      London WC1R 4DF ("the Third Licensor"); 

	 	
       

	(4) 	
      MIR TECHNOLOGIES LLC a company registered in the
      United States whose registered office is situate at Agents and
      Corporations Inc., 1201 Orange Street, Suite 600, City of Wilmington, New
      Castle County, Delaware 19801, United States ("the Fourth Licensor") and
      

	 	
       

	(5) 	
      MOBILEMAIL LIMITED (a limited company registered
      in England and Wales) whose registered office is situated at 27 New Bond
      Street, London W1S 2RH (“the Agent"). 



WHEREAS 

RECITALS 

	1. 	
      The First Licensor entered into a Licence Agreement with
      MobileMail Inc. on the 12th September 2003 by which it was
      granted a licence to use, deal with and generally exploit the Rights (but
      not to sell, lease or otherwise dispose of the same) in the Territory
      defined as Asia. 

	 	
       
	
       

	2. 	
      The Second Licensor entered into a Licence Agreement with
      MobileMail Inc. on the 12th September 2003 by which it was
      granted a licence to use, deal with and generally exploit the Rights (but
      not to sell, lease or otherwise dispose of the same) in the Territory
      defined as Australia. 



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	3. 	
      The Third Licensor entered into a Licence Agreement with
      MobileMail Inc. on the 12th September 2003 by which it was granted a
      licence to use, deal with and generally exploit the rights (but not to
      sell, lease or otherwise dispose of the same) in the Territory defined as
      Europe. 

	 	
       

	4. 	
      The Fourth Licensor entered into a Licence Agreement with
      MobileMail Inc. on the 12th September 2003 by which it was granted a
      licence to use, deal with and generally exploit the Rights (but not to
      sell, lease or otherwise dispose of the same) in the territory defined as
      USA and Canada. 

	 	
       

	5. 	
      The First Licensor, the Second Licensor, the Third
      Licensor and the Fourth Licensor have agreed that it would be commercially
      advantageous for each of them to join together in the appointment of one
      agent to exploit the rights granted to each of them under their respective
      License Agreements and have agreed to appoint the Agent upon the terms and
      conditions of this Agreement. 

	 	
       

	6. 	
      The First Licensor, the Second Licensor, the Third
      Licensor and the Fourth Licensor have agreed that, wherever commercially
      possible or reasonable, they shall act with one voice and provide one set
      of instructions to the Agent but that each shall, where necessary or
      desirable, be able to individually to apply the terms of this Agreement to
      their own Territory and licence agreement. 



IT IS AGREED as follows:

	1. 	
      DEFINITIONS AND INTERPRETATION 

	 	
       

		
      In this Agreement the following words and expressions
      will have the following meanings: 




	   	“Business Day”
        	
      any day other than a Saturday or Sunday or statutory Bank
      Holiday; 


	 	 	 
	       	“Duties  
          	
      duties of the Agent in relation to the commercial
      exploitation of the rights as set out in the Schedule 1 to this Agreement;
      






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	     	“Exploitation
      Forecast”     	
      the forecasts of income and expenditure for the
      exploitation set out in Schedule 2 to this Agreement; 



	 	 	 
	     	“Licensor”
          	
      any one of the First Licensor, the Second Licensor, the
      Third Licensor or the Fourth Licensor; 



	 	 	 
	 	“Minimum” 	
      the sum of £640,000; 

	 	 	 
	 	“The Payment” 	
      25% of the Turnover; 

	 	 	 
	 	“Period” 	
      each calendar quarter; 

	 	 	 
	       	“Rights”  
          	
      the intellectual property rights to the technology and
      software for the MobileMail Technology listed in Schedule 3 including all
      future upgrades; 




	 	 	 
	     	“Territory”
          	
      the respective territory or territories defined in each
      licence agreement referred to above; 



	 	 	 
	   	“Turnover”
        	
      the gross income (exclusive of VAT) from the Exploitation
      of the Rights. 





		
      Definitions used in this Agreement shall apply to each
      Licensor mutatis mutandis 

	 	
       
	
       

	2. 	
      DUTIES OF THE AGENT 

	 	
       
	
       

		
      The agent will commercially exploit the rights and will:
      

	 	
       
	
       

		
      (i) 
	
      carry out its Duties and use its best endeavours to
      achieve an exploitation result in accordance with the Exploitation
      Forecast. 

	 	
       
	
       

		
      (ii) 
	
      accept and carry out work and services related to the
      exploitation in accordance with instructions and direction given by the
      Licensors for each of their territories. 

	 	
       
	
       

		
      (iii) 
	
      participate in at least one monthly management meeting
      with the Licensors or as they may direct and report the exploitation
      results for the month in a format directed by the Licensors or as they may
      direct. 



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	 	(iv) 	
      participate as may from time to time be required in any
      other meeting with the Licensors or as they may direct. 

	 	 	
       

	 	(v) 	
      accept the directors and requests from the Licensors and
      carry out work resulting from the directions and requests in a proper
      manner. 




	3. 	
      PAYMENT TO THE AGENT 

	 	
       
	
       

	3.1 	
      In consideration of the Agent carrying out the Duties and
      giving the warranty in clause 4, the Licensors jointly agree that the
      Agent shall be entitled to an aggregate sum equal to the Payment.
  

	 	
       
	
       

	3.2 	
      The Payment shall be made to the Agent within fourteen
      (14) Business Days of the finalisation of the Accounts of the Partnership
      in respect of each period. 

	 	
       
	
       

	3.3 	
      A Certificate in writing signed by the Licensors stating
      the total amount due to the Agent shall in the absence of manifest error
      be conclusive evidence thereof. 

	 	
       
	
       

	4. 	
      WARRANTY 

	 	
       
	
       

		
      (i) 
	
      The agent hereby confirms that the Exploitation Forecast
      is reasonable and expresses the Agent’s current expectations of turnover
      and Costs as a result of the exploitation of the Rights. 

	 	
       
	
       

		
      (ii) 
	
      The Agent warrants to the Licensors that the aggregate
      Turnover in any Period as a result of the Agent carrying out the Duties
      shall not be less than the Minimum in respect of the first thirty six (36)
      calendar months from the date hereof. 

	 	
       
	
       

	5. 	
      INDEMNITY 

	 	
       
	
       

		
      The Agent agrees to indemnify and keep indemnified the
      Licensors from and against any and all losses, costs, damages, claims,
      demands, expenses and liabilities incurred or suffered (together with
      legal fees and costs incurred thereon) by the Licensors as a result of any
      breach by the agent or its agents, employees, licensees or customers
      pursuant to the terms of this Agreement provided that such liability has
      not been incurred by the Agent through any default by the Licensors.
    



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	6. 	
      NON COMPETITION 

	 	
       
	
       
	
       

		
      For so long as this Agreement is in existence in relation
      to one or more of the Licensors, the Agent undertakes and covenants with
      the First Licensor, the Second Licensor, the Third Licensor and the Fourth
      Licensor individually covenants that it will not during the subsistence of
      this Agreement and for a term of one year after its termination (howsoever
      terminated), deal with, exploit, sell, distribute or otherwise be involved
      or interested in, whether directly or indirectly, any software or
      technology which is similar to or in competition with the Rights.
  

	 	
       
	
       
	
       

	7. 	
      PROPERTY AND CONFIDENTIALITY IN THE RIGHTS
  

	 	
       
	
       
	
       

		
      7.1 
	
      The Rights contain confidential information of the
      Licensors and all copyright, trademarks and other intellectual property
      rights in the Rights are the exclusive property of the Licensors.
  

	 	
       
	
       
	
       

		
      7.2 
	
      The Agent shall not: 

	 	
       
	
       
	
       

			
      7.2.1 
	
      save as provided or agreed by the Licensors make up
      backup copies of the Rights; 

	 	
       
	
       
	
       

			
      7.2.2 
	
      reverse compile, copy or adapt the whole or any part of
      the Rights; 

	 	
       
	
       
	
       

			
      7.2.3 
	
      assign, transfer, sell, lease, rent, charge or otherwise
      deal in or encumber the Rights or use the Rights on behalf of any third
      party or make available the same to any third party 

	 	
       
	
       
	
       

		
      7.3 
	
      The Agent shall: 

	 	
       
	
       
	
       

			
      7.3.1 
	
      keep confidential the Rights and limit access to the same
      to those of its employees, agents and sub-contractors who either have a
      need to know or who are engaged in the exploitation of the Rights;
  

	 	
       
	
       
	
       

			
      7.3.2 
	
      maintain an up to date written record of the number of
      copies of the Rights and their location and upon request forthwith produce
      such record to the Company; 



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      7.3.3
	
      notify the Licensors immediately if the Agent becomes
      aware of any unauthorised use of the whole or any part of the Rights by
      any third party; and 7.3.4 without prejudice to the foregoing take all
      such other steps as shall from time to time be necessary to protect the
      confidential information and intellectual property rights of the Licensors
      in the Rights. 

	 	
       
	
       
	
       

		
      7.4 
	
      The Agent shall inform all relevant employees, agents and
      sub-contractors that the Rights constitute confidential information of the
      Licensors and that all intellectual property rights therein are the
      property of the Licensors and the Agent shall take all such steps as shall
      be necessary to ensure compliance by its employees, agents and sub-
      contractors with the provision of this clause 7. 

	 	
       
	
       
	
       

	8. 	
      TERMINATION 

	 	
       
	
       
	
       

		
      (i) 
	
      This Agreement shall terminate in the event of either of
      the parties giving to the other not less than thirty (30) Business Days
      notice in writing at any time after the third anniversary of this
      Agreement. 

	 	
       
	
       
	
       

		
      (ii) 
	
      The Licensors, or any one of the Licensors in respect of
      its own rights or territories, may terminate this Agreement at any time
      upon giving not less than thirty (30) Business Days notice in writing at
      any time. 

	 	
       
	
       
	
       

		
      (iii) 
	
      This Agreement may be terminated forthwith by either
      party if the other shall convene a meeting of its creditors or if a
      proposal shall be made for voluntary arrangement or a proposal for any
      other composition scheme or arrangements with (or assignment for the
      benefit of) its creditors or if the other shall be unable to pay its debts
      within the meaning of Section 123 of the Insolvency Act 1986 or if a
      Trustee, Receiver or Administrative Receiver or similar officer is
      appointed in respect of all or any part of the business or assets of the
      other or if a petition is presented or a meeting is convened for the
      purpose of considering a resolution or other steps are




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      taken for the winding-up of the other or for the making
      of an administration order (otherwise done for the purpose of an
      amalgamation or reconstruction) 

	 	
       
	
       

		
      (iv) 
	
      In the event of termination for whatever reason the Agent
      shall forthwith pass to the Licensors all documents, samples and publicity
      promotional and advertising material in its possession or under its
      control and shall forthwith cease to make any representation that it is in
      any way involved with the Licensors. 

	 	
       
	
       

		
      (v) 
	
      Termination for whatever reason shall not affect the
      right of the Agent to receive monies referred to in clause 3 where such
      monies have been earned prior to the date of termination. 

	 	
       
	
       

		
      (vi) 
	
      The agent agrees that it shall not be entitled to any
      compensation in the event of this Agreement being terminated for whatever
      reason. 

	 	
       
	
       

	9. 	
      ENTIRE AGREEMENT 

	 	
       
	
       

		
      The parties acknowledge that this Agreement constitutes
      the whole agreement between the parties and shall supersede any prior
      agreements between the parties whether written or oral and that any such
      prior agreements are cancelled as at the date hereof. 

	 	
       
	
       

	10. 	
      NO PARTNERSHIP 

	 	
       
	
       

		
      The parties confirm that they are not partners or joint
      venturers. 

	 	
       
	
       

	11. 	
      FORCE MAJEURE 

	 	
       
	
       

		
      If due performance of this Agreement by either party
      hereto is affected in whole or in part by reason of any event, omission,
      accident or other matter beyond the reasonable control of such party, such
      party shall give prompt notice thereof to the other party and shall be
      under no liability for any loss, damage, injury or expense (whether direct
      or consequential) suffered by the other party or parties due to the
      affected performance. Such party shall use all reasonable efforts to avoid
      or overcome the causes affecting performance and shall fulfil all
      outstanding performance as soon as it becomes practicable to do so.
  



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	12. 	
      WARRANTIES AND INDEMNITIES 

	 	
       
	
       

	12.1 	
      Each party hereby represents and warrants to the other
      that there are no material agreements, licences or obligations known to it
      what would affect this Agreement other than previously disclosed by it and
      that each had dealt with the other in negotiating this Agreement with good
      faith 

	 	
       
	
       

	12.2 	
      Each party represents and warrants to the other that:
    

	 	
       
	
       

		
      (i) 
	
      the making and performance of this Agreement are within
      its powers and do not contravene any law or contractual restriction on it;
      

	 	
       
	
       

		
      (ii) 
	
      there are no pending or threatened claims, actions or
      proceedings which would be reasonably likely to affect materially and
      adversely the financial condition of the that party; 

	 	
       
	
       

	12.3 	
      The parties undertake to each other that each of them
      will indemnify and keep the other indemnified from and against any and all
      losses, costs, claims, demands, actions or liabilities suffered or
      incurred directly or indirectly by the other as a result of the breach by
      that party of any of the warranties referred to above. 

	 	
       
	
       

	13. 	
      NOTICES AND OTHER MATTERS 

	 	
       
	
       

	13.1 	
      Any notice to be given pursuant to the terms of this
      Agreement shall be in writing delivered by hand or by first class mail or
      by facsimile. Any such notice shall be delivered (i) in the case of a
      company registered in England and Wales, to its registered office address
      or to such other address in England as may subsequently be notified by
      notice given pursuant to the terms of this clause, and (ii) in the case of
      an individual, or of an organisation other than a company registered in
      England and Wales, to an address in England notified by notice given
      pursuant to the terms of this clause. Any notice given shall be deemed to
      be given, in the case of a notice delivered by hand, on the Business Day
      following receipt, in the case of a notice delivered by pre-paid first
      class mail from England, three Business Days after posting, and in the
      case of a notice given by facsimile, on the first Business Day following
      transmission. In proving service by mail it shall be sufficient to show
      that the envelope containing the notice was properly addressed, stamped
      and posted. 

	 	
       
	
       

	13.2 	
      No failure or delay on the part of any party to exercise
      any power, right or remedy under this agreement shall operate as a waiver
      thereof nor shall any single or partial exercise by that party of any
      power, right or remedy preclude any other or further exercise of any other
      power, right or remedy. The remedies of each of the




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      parties provided by this Agreement are cumulative and are
      not exclusive of any remedies provided by law. 

	 	
       

	13.3 	
      If any provision of this agreement shall be found by any
      court or administrative body of competent jurisdiction to be invalid or
      unenforceable the invalidity or unenforceability of such provision shall
      not affect the other provisions of this Agreement and all provisions not
      affected by such invalidity or unenforceability shall remain in full force
      and effect. The parties hereby agree to attempt to substitute for any
      invalid or unenforceable provision a valid or enforceable provision which
      achieves to the greatest extent possible the economic legal and commercial
      objectives of the invalid or unenforceable provision. 

	 	
       

	13.4 	
      This agreement shall be governed by and construed in
      accordance with English law and shall be subject to the exclusive
      jurisdiction of the English Courts. 

	 	
       

	14. 	
      ASSIGNMENT 

	 	
       

		
      This Agreement shall not be assigned by any party without
      the written consent of the others save that in the case of an assignment
      by one of the Licensors consent shall not be necessary from the other
      Licensors and the Agent shall not be entitled to unreasonably withhold or
      delay its consent. 

	 	
       

	15. 	
      AGREEMENT MODIFICATION 

	 	
       

		
      Any agreement to change the terms of this Agreement in
      any way shall be valid only if the change is made in writing and approved
      by mutual agreement of authorised representatives of the parties hereto.
      



IN WITNESS WHEREOF the parties have executed this instrument
  as a deed and have delivered it upon dating it.

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SCHEDULE 1

The Agent’s Duties

The Agent will commercially exploit the Rights and its duties
will include, but are not restricted to, the following:

	(i) 	
      carrying out its Duties and using its best endeavours to
      achieve an exploitation result in accordance with the Exploitation
      Forecast; 

	 	
       

	(ii) 	
      accepting and carrying out work and services related to
      the exploitation in accordance with instructions and directions given by
      the Licensors; 

	 	
       

	(iii) 	
      participating in at least one monthly management meeting
      with the Licensors or as they may otherwise direct and reporting the
      exploitation results for the month in a format directed by the Licensors;
      

	 	
       

	(iv) 	
      participating as may from time to time be required in any
      other meeting with the Licensors or as they may otherwise direct;
  

	 	
       

	(v) 	
      accepting the directions and requests from the Licensors
      or as they may otherwise direct and carrying out work resulting from the
      directions and requests in a proper manner; 

	 	
       

	(vi) 	
      providing quarterly reviews of the public reactions to
      the Rights and a financial comparison between actual performance and
      results against those in the Exploitation forecast; 

	 	
       

	(vii) 	
      discussing possible changes to the financial assumptions
      in sufficient time before the end of the financial year to enable budgets
      to be prepared for the following year; 

	 	
       

	(viii) 	
      undertaking any other duties or activities relating to
      the Rights which may reasonably be requested by the Licensors.
  



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SCHEDULE 2

Exploitation Forecast

 

 

 

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SCHEDULE 3 
The Rights 

INTRODUCTION

The Mobilemail application suite has been in development for
more than 2 years and is owned by Mobilemail Inc. (“the Company”), with a range
of reseller and exploitation agreements already in place for the Asian,
Australian, North American and European markets.

BACKGROUND

The Company has created a platform for enabling messaging
traffic from the internet to wireless devices. Using this platform the Company
will allow network operators and enterprises to offer their customers SMS (short
messaging services) on their home pages and the possibility to send messages
from their computers. The Company intends to exploit the capability of its
platform to establish a position as one of the leading enablers of messaging
from the internet to mobile wireless devices. The products have already proven
to be a commercial success with several enterprise implementations in place.

PRODUCTS AND SERVICES

The Company has created a flexible, scalable, carrier class
server platform (“Messenger”) for messaging from the internet to wireless
devices. The company’s Enterprise Solution, makes sending short messages from
computers to mobile devices a simple valueadded service for all customers. The
service is easy to access by the customer and easy for the operator to
distribute. The operator does not need to interfere in the distribution of the
services. All customers can sign up to the service directly and download the
executive software client directly to their PC. All messages are sent directly
from the computers and are charged for, with both prepaid and normal invoices
supported.

The time it takes for a customer to access the service is less
than five minutes. Different versions of the applications exist to meet
individual customer demands. The Company has developed the corporate platform
using a combination of existing enterprise-level server software and
proprietary-built components. The system is designed to deliver messages to all
wireless devices; from SMS-enabled phones to forthcoming MMS- enabled wireless
devices. The Messenger architecture is able to provide scalability and
flexibility in line with the additional features and new functionality. The key
is the object-orientated and highly scalable architecture. The two main products
in the corporate platform are the distributed client software applications:
MailSMS and EasySMS both pursue the same goal; making it easy to wireless with
the PC.

MARKET DEFINITION 

The European Telecommunications Standards Institute (ETSI)
defined SMS in the first phase of the GSM (Global Service for Mobile
Communication) standard in 1989. It is widely believed that the first ‘short
message’ was sent in December of 1992 from a personal computer to a mobile phone
on the Vodafone GSM network in the UK. It wasn’t until 1994 that SMS became a
commercially available product to mobile subscribers.

In Europe, SMS quickly took off as an effective means of communicating
  between two parties, and perhaps more importantly at the time, a less expensive
  alternative to voice calls. Youths were the fastest to adapt to SMS, transforming
  it into somewhat of a generation symbol. Mass-market acceptance quickly took
  shape as the user base expanded beyond the youth segment.

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European wireless network operators and service providers alike
recognised SMS as a lucrative business opportunity, as the service could be
offered without significant capital investment in the carrier’s network, and at
minimal variable operating costs. SMS also offered tremendous opportunities to
strengthen customer loyalty and generate significant additional revenue streams
through the development of premium-based SMS services. 

Today SMS is among the most widely used features available to
mobile phone users worldwide. According to the GSM Association, a record of 15
billion SMS were sent over the world's GSM wireless networks during December
2000. The GSM Association estimates that the total number for 2001 was 250
billion. By far the greatest usage of traffic is generated by consumer
applications.

The European success with SMS-services spread to the rest of
the wireless world in the nineties, and was soon adapted for most markets. Today
the highest number of messages per user is today to be found in the Philippines
closely followed by the Nordic countries. The last large region to adapt to the
concept of messaging has been North America, but the growth is numbers of
messages in the US and Canada has been similar to that in Europe since the
concept was commercially promoted nationwide in the US for the first time during
Superbowl 2002. Because of this, it’s realistic to anticipate that North America
will catch up with the rest of the world within the next 2-3 years.

The tremendous growth in messaging around the world is the
result of a high growth in mobile penetration in most markets, general
adaptation of the concept among broad range of user groups and the launch of
value-added services. It’s reasonable to anticipate that the growth will be
lower in the years to come as some countries already has a mobile penetration
higher than 70%, but the growth will still be substantial due to new services
and adaptation among new customer segments especially in South and North
America. Mobile phone penetration in Europe currently stands at more than 70%,
with Japan at 54% and the US at 45% (www.ft.com, Sept 2002). Mobile subscriber
growth in Europe is predicted to stagnate at around the 300 million mark for the
foreseeable future.

MARKETING AND SALES STRATEGY

The Company will focus on providing operators, enterprises and
consumers with easy-to- adapt products in those markets that have both a high
Internet penetration and a high mobile penetration. In the first stage
Western-European countries like the UK and Germany will be targeted and in the
second stage North-America, Asia and Australia.

To facilitate the international sales and marketing of the
Mobilemail applications outside the European region, Mobilemail Inc. has entered
into a range of reseller agreements with highly efficient marketing and sales
organisations in countries such as India, Australia and US. Each reseller will
have the rights to exploit the application in its particular area. The various
resellers have been appointed due to their track record in selling complex
mobile solutions at high levels.

REVENUE

With only a handful of players operating in this market, the
  Company aims to establish itself as a serious contender for providing Mobile
  Operators and Enterprises with SMS- enabling business-to-business and business-to-consumer
  solutions. As the technology development for the first stage of sales and marketing
  is in place, the Company anticipates a speedy market entry and the generation
  of revenue. The company aims to become cash positive within the first year of
  operation.

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IN WITNESS WHEREOF the parties have executed this
instrument as a deed and have delivered it upon dating it.

	EXECUTED As A Deed By 	 )	
	HBI SALES PRIVATE LIMITED 	 )	
	Acting By 	 )	
	A Director And By 	 )	
	A Director/Secretary 	 )	
	  	 	  
	In The Presents Of 	 	/s/
      "Peter Hilton" 
	  	 	Director
	Witness Signature
      /s/ "Lorne Christensen" 	 	 
	  	 	  
	Name 1 Court
      Royal                                                                
    	 	  
	  	 	
	Address London
      SW15
      2B2                                                 
    	 	Director/Secretary 
	  	 	  
	Occupation
      PA                                                                        
    	 	  
	  	 	  
	EXECUTED As
      A Deed By 	 )	) 
	ZACAN HOLDINGS
      PROPRIETARY LIMITED 	 )	) 
	Acting By 	 )	) 
	A Director And By
    	 )	) 
	A
      Director/Secretary 	 )	) 
	  	 	  
	In The Presents Of
    	 	/s/
      "Bob Spears" 
	  	 	Director 
	Witness Signature
      /s/ "Gary O'Connell"	 	
	  	 	  
	Name Gary O'Connell                                                         
      	 	  
	  	 	
	Address Apt 21,
      201 Susses Street                                 	 	Director/Secretary 
	  	 	  
	Occupation _______________________________	 	  
	  	 	  
	EXECUTED As
      A Deed By 	 )	
	ICT/EUROTETEC
      LIMITED 	 )	
	Acting By 	 )	
	A Director And By
    	 )	
	A
      Director/Secretary 	 )	
	  	 	  
	In The Presents Of
    	 	/s/ "u"
	  	 	Director 
	Witness Signature
    	 	
	  	 	  
	Name
      _____________________________________	 	/s/
      "John Bailey" 
	  	 	Director/Secretary 
	Address____________________________________	 	
	  	 	  
	              
      ____________________________________	 	  
	  	 	  
	Occupation _________________________________	 	  


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	EXECUTED As A Deed By 	 )	
	MIR TECHNOLOGIES LLC 	 )	
	Acting By 	 )	
	A Director And By 	 )	
	A Director/Secretary 	 )	
	  	 	  
	In The Presents Of
    	 	/s/
      "Tim Cocker" 
	  	 	Director 
	Witness Signature
    	 	
	  	 	  
	Witness Signature
      /s/ "Ulrik DeBo" 	 	  
	  	 	
	Name Rebecca
      Poncini 	 	Director/Secretary 
	  	 	  
	Address 7131
      Spicer
      Dr.                                                 
    	 	  
	  	 	  
	                Citrus
      Heights CA
      95621                                 
    	 	  
	  	 	  
	Occupation
      Engr.
      Tech                                                    	 	  
	  	 	  
	EXECUTED As
      A Deed By 	 )	
	MOBILEMAIL
      LIMITED 	 )	
	Acting By 	 )	
	A Director And By
    	 )	
	A
      Director/Secretary 	 )	
	  	 	  
	In The Presents Of
    	 	/s/
      "Mark Gebhard" 
	  	 	Director 
	Witness Signature
      /s/ "Ulrik DeBo" 	 	
	  	 	  
	Name Ulrik DeBo                                                               	 	 
	  	 	Director/Secretary 
	Address 91a Breakspears
      Road                                       	 	
	 	 	 
	               
      London  SE4 1TX                                               	 	pp Kingsland (Services) Limited 
	  	 	  
	Occupation Sales                                                               
       	 	 


The MobileMail Technology Partnership LLP

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