Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail Ltd. - Exhibit 10.4






EXHIBIT 10.4

DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT is dated for reference May 9th, 2005

BETWEEN:


  
    
      MOBILEMAIL LIMITED with company number 4874858
        being a company duly incorporated pursuant to the laws of England and
        having an office at Suite 5.15 , 130 Shaftesbury Avenue, London, England
        W1D 5EU

      (the “Company”)

    

  



AND:


  
    
      MOBILEMAIL INC. a company duly incorporated pursuant
        to the laws of Seychelles and having a registered address at 306 Victoria
        House, Victoria, Mahe, Seychelles

      (the “Creditor”)

    

  



WHEREAS:

	A. 	
      Pursuant to a Loan Agreement between the Company and the
      Creditor made as of 8th October 2003, and a Debenture between
      the Company and the Creditor as of 8th October 2003, the
      Company is indebted to the Creditor in the amount of ₤59,242.00 as of the
      date hereof (the "Indebtedness"), as more particularly set out in
      Schedule "A" hereto, and the Creditor has agreed to settle the
      Indebtedness; 

	 	
       

	B. 	
      The Company has no immediate source of funds available to
      settle the Indebtedness in cash; 

	 	
       

	C. 	
      The Company and the Creditor have no immediate source of
      funds available to settle the indebtedness in cash; 

	 	
       

	D. 	
      The Company and the Creditor have agreed that the
      Indebtedness will be satisfied in full by the issuance of 1,075,000
      Ordinary A shares of the Company (the "Shares") to the Creditor,
      such Shares to be issued at a deemed value of ₤0.0551 per Share;
  



NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises and of the covenants and agreements set out
herein, the parties hereto covenant and agree as follows:

ACKNOWLEDGEMENT OF INDEBTEDNESS AND SHARE
CAPITAL

	1.1.1     	
      The Company and the Creditor acknowledge and agree that
      the total amount that the Company is indebted to the Creditor is
      ₤59,242.00 as more particularly set out in Schedule "A" hereto, and the
      Creditor agrees to settle the debt of ₤59,242.; 00 



	  	
       

	1.1.2     	
      The Company has an issued share capital consisting of
      755,000 Ordinary A shares and 245,000 Ordinary B shares and no other
      person has a right, obligation or entitlement to be issued shares in the
      capital of the Company. 









- 2 -

ALLOTMENT AND ISSUANCE OF SHARES

	2.1 	
      The Company agrees to issue the Shares as fully paid and
      non-assessable Ordinary A shares of the Company and the Creditor agrees to
      accept the Shares in full and final satisfaction of the Indebtedness.
    



RELEASE

	2.2 	
      The Creditor hereby agrees that upon delivery of the
      Shares by the Company in accordance with the provisions of this Agreement
      the Indebtedness will be fully satisfied and the Creditor will remise,
      release and forever discharge the Company, its successors and assigns, and
      its directors, officers and employees from all of its obligations relating
      to the Indebtedness. 



RESTRICTIONS ON DISPOSITION

	3.1 	
      The Creditor acknowledges that the Shares are shares in a
      private company and such Shares are subject to restrictions on disposition
      imposed by the Articles of the Company and the Companies Act of England
      & Wales 1985 to 1989 which may result in the Creditor being unable to
      sell or otherwise dispose of its Shares. 



INDEPENDENT LEGAL ADVICE

	5.1 	
      The Creditor acknowledges that the Company has given it
      adequate time to review this Agreement and to seek and obtain independent
      legal advice with respect to this Agreement. The Creditor represents to
      the Company that it is satisfied as to all the terms and conditions
      contained in this Agreement. 



GENERAL PROVISIONS

	6.1. 	
      Time shall be of the essence of this Agreement.


	 	
       

	6.2. 	
      The parties will execute and deliver all such further
      documents and instruments and do all such further acts and things as may
      be required to carry out the full intent and meaning of this Agreement and
      to effect the transactions contemplated hereby. 

	 	
       

	6.3. 	
      The provisions herein contained constitute the entire
      agreement between the parties and supersede all previous understandings,
      communications, representations and agreement, whether written or verbal,
      between the parties with respect to the subject matter of this Agreement.
      

	 	
       

	6.4. 	
      This Agreement will be governed by and construed in
      accordance with the laws of England & Wales. 

	 	
       

	6.5. 	
      In this Agreement, words imparting the singular only
      shall include the plural and vice versa, words imparting the masculine
      gender shall include the feminine and neuter genders and words imparting
      persons shall include all firms and corporations and vice versa.


	 	
       

	6.6. 	
      Any provision hereof that is held to be inoperative,
      unenforceable or invalid in any jurisdiction shall be severable from the
      remaining provisions which shall continue to be valid and enforceable to
      the fullest extent permitted by law. 

	 	
       

	6.7. 	
      No failure or delay on the part of any party hereto in
      exercising any right, power or remedy provided herein may be, or may be
      deemed to be, a waiver thereof; nor shall any single or partial exercise
      of any right, power or remedy preclude any other or further exercise of
      such right, power or remedy or other right, power or remedy.
  







- 3 -

	6.8. 	
      This Agreement may not be amended or modified in any
      respect except by written instrument signed by all the parties hereto.
    

	 	
       

	6.9. 	
      This Agreement shall be binding upon, and shall enure to
      the benefit of each of the parties hereto and their respective successors
      and permitted assigns. 

	 	
       

	6.10. 	
      This Agreement may be signed in counterparts (including
      counterparts by telecopier) and all counterparts taken together shall be
      deemed to constitute one and the same instrument. 



IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.

	MOBILEMAIL LIMITED 	 
	 	 	 
	 	 	 
	per:
    	/s/ "Gary Flint" 	 
	 	 	 
	Authorized Signatory 	 
	 	 	 
	 	 	 
	MOBILEMAIL INC. 	 
	 	 	 
	per:
    	/s/ "Laura Mouck" 	 
	 	 	 
	Authorized Signatory 	 






- 4 -

SCHEDULE "A"

Indebtedness of Mobilemail Limited to 
Mobilemail
Inc.

	NOTE:        
        	
      THIS IS THE SCHEDULE TO THE DEBT SETTLMENT AGREEMENT
      BETWEEN THE ABOVE PARTIES OF 9TH MAY 2005. MOBILEMAIL INC. HAS
      AGREED TO ACCEPT 1,075,000 ORDINARY A SHARES IN THE CAPITAL OF MOBILEMAIL
      LIMITED IN FULL AND FINAL SETTLEMENT OF THE ₤59,242.00DEBT, DETAILS OF
      WHICH ARE SET OUT BELOW. THE SHARES ARE ISSUABLE AT A DEEMED PRICE OF
      ₤0.0551 PER SHARE. 









	SCHEDULE OF DEBT: 	 	  	 
	 	 	 	 
	EXPENSES PAID - 		 £	 
	 	 	 	 
	Marketing 	 	14,587 	 
	 	 	 	 
	Salaries and consultancy 	 	33,627 	 
	 	 	 	 
	Rent 	 	5,500 	 
	 	 	 	 
	Travel 	 	912 	 
	 	 	 	 
	Printing and stationery 	 	748 	 
	 	 	 	 
	Miscellaneous 	 	446 	 
	 	 	 	 
	Professional fees 	 	5,750 	 
	 	 	 	 
	I T 	 	3,710 	 
	 	 	 	 
	Bank charges and interest 	 	512 	 
	 	 	 	 
	  	£	 65,792 	 
	  	 	  	 
	Consideration paid for Creditor’s 655,000
      Class A shares 	 	(6,550	) 
	  	 	  	 
	  	£	 59,242