Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail Ltd. - Exhibit 10.6






EXHIBIT 10.6

ASSET PURCHASE AGREEMENT

THIS AGREEMENT (together with the schedules attached
hereto, this “Agreement”) dated as of November 1, 2005.

BETWEEN:


  
    
      
        MOBILEMAIL (US) INC. a company incorporated
          under the laws of State of Nevada and having a registered address at
          502 East John Street, Carson City, Nevada 89706

        (herein called the “Buyer”)

      

    

  



AND:


  
    
      
        MOBILEMAIL INC. a company incorporated in the
          Republic of the Seychelles and having a registered office at 306 Victoria
          House, Mahe, Seychelles

        (herein called “Seller”)

      

    

  



WHEREAS:

The Buyer desires to purchase and acquire from the Seller and
the Seller desires to sell and assign to the Buyer all of the Sellers rights,
title and interest in and to all of the Intellectual Property and Permits
required for the development, exploitation and use of technology that consists
of a software platform for enabling messaging traffic from the Internet to
wireless devices and known by the name “Mobilemail” (collectively, the
“Assets”) in exchange for shares of the Buyer.

The completion of the sale and purchase of the Assets is
contingent on the concurrent completion of the purchase (the “Share
Purchase”) whereby the Seller will acquire from Mobilemail Technology
Partnership LLP (“Mobilemail LLP”) all of the issued share capital of a
limited company (“Holdco”) to be created by Mobilemail LLP for the
purposes of allowing Mobilemail LLP to divest itself of the Assets;

The parties desire to enter into this Agreement to set forth
their mutual agreements concerning the above matter.

NOW, THEREFORE, in consideration of the sum of US$10.00, paid
by each party to the other, the receipt of which is mutually acknowledged and
the mutual promises of the parties hereto, and of good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is mutually agreed by and between the parties hereto as follows:




ARTICLE 1

SALE AND TRANSFER OF ASSETS; CLOSING

1.1          
Sale of Asset Subject to the terms and conditions of this Agreement, and
in reliance upon the representations, warranties, covenants and agreements
contained herein, at the closing of the transactions contemplated hereby (the
“Closing”), the Seller will sell, convey, assign and transfer the Assets
to the Buyer, and the Buyer will purchase and acquire the Assets from the
Seller, free and clear of any claims or Encumbrances (as defined in Section 2.6)
.. The Assets shall include all of the Seller’s right, title and interest in and
to the following as at the Closing Date (as defined in Section 1.3 below):

                    (i)          
Intellectual Property. All rights in and to patents and patent
applications, registered or unregistered trademarks, service marks, and
trademark or service mark registrations and applications, trade names, logos,
designs, Internet domain names, slogans and general intangibles of like nature,
together with all goodwill relating to the foregoing, copyrights, copyright
registrations, renewals and applications, Software (as defined in Section
2.7(h), licenses, agreements and all other proprietary rights, which relate to
the use and exploitation of the Assets (collectively, the “Intellectual
Property”). Intellectual Property shall also include all technology and
proprietary information developed by any employee, consultant or agent of the
Seller during the course of their employment, consultancy or agency with the
Seller;

                    (ii)         
Permits and Licenses. All rights of the Seller with respect to permits,
approvals, orders, authorizations, consents, licenses, certificates and all
pending applications therefor (collectively, “Permits”), which have been
issued or granted to, or are owned or used by, the Seller in connection with the
ownership or use of the Assets;

          1.2          
Consideration. In consideration of the sale, transfer and assignment to
the Buyer of the Assets, at the Buyer shall issue and deliver to the Seller in
consideration for the issue to the Seller, on Closing, an aggregate of
10,000,000 common shares in the capital of the Buyer (the " Shares").

          1.3           The
Closing. The parties acknowledge and agree that:

          (a)           the
Closing will take place contemporaneously with the completion of the Share
Purchase subject to the satisfaction or waiver of the Closing conditions set
forth in Articles 5 and 6 of this Agreement including, on or before December 31,
2005 (the “Closing Date”);

          (b)           the
Seller has agreed with Mobilemail LLP that on Closing, the Seller will deliver
10,000,000 common shares in the capital of the Buyer to Mobilemail LLP as
consideration for the Share Purchase, and that conditional upon the execution
and delivery by Mobilemail LLP to the Buyer of a Regulation S Investment
Agreement, in a form acceptable to the Buyer, the Buyer will agree to a transfer
of the Shares as satisfaction of the Share Purchase consideration, concurrently
with the Closing.

          1.4           Closing
Obligations. At Closing, the Buyer and the Seller shall take the following
actions, in addition to such other actions as may otherwise be required under
this Agreement:

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          (a)           Conveyance
Instruments. The Seller shall deliver to the Buyer or its designee such
warranty deeds, bills of sale, assignments, and other instruments of conveyance
and transfer as the Buyer may reasonably request to effect the assignment to the
Buyer or its designee of the Assets.

          (b)          
Consideration. The Buyer shall deliver to the Seller the Shares which
Shares will be transferred by the Seller to Mobilemail LLP subject to the
receipt by the Buyer of the investment agreement referred to in Section 1.3(b)
of this Agreement.

          (c)          
Evidence of Ownership. The Seller shall deliver documentary evidence of
the Seller’s sole right, title and ownership interest in and to the Assets, such
evidence to be in a form satisfactory to the Buyer. 

          (d)          
Cancellation of Licenses The Seller shall deliver to the Buyer executed
copies the Agreements set forth in Article 6 of this Agreement.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE SELLER

          To
induce the Buyer to execute, deliver and perform this Agreement, and in
acknowledgement of the Buyer’s reliance on the following representations and
warranties the Seller represents and warrants, with the Buyer as follows, as of
the date hereof and as of the Closing Date, unless otherwise specified,

          2.1          
Organization. The Seller is a corporation duly organized, validly
existing and in good standing under all applicable laws with the power and
authority to conduct its business as it is now being conducted and to own its
assets.

          2.2          
Power and Authority. The Seller has the power and authority to execute,
deliver, and perform this Agreement and the other agreements and instruments to
be executed and delivered by it in connection with the transactions contemplated
hereby, and the Seller has taken all necessary action to authorize the execution
and delivery of this Agreement and such other agreements and instruments and the
consummation of the transactions contemplated hereby, including but not limited
to the receipt of all necessary regulatory approvals including the approval of
the Seller's shareholders. This Agreement is, and the other agreements and
instruments to be executed and delivered by the Seller in connection with the
transactions contemplated hereby, when such other agreements and instruments are
executed and delivered, shall be, the valid and legally binding obligations of
the Seller enforceable against the Seller in accordance with their respective
terms.

          2.3           No
Conflict. Neither the execution and delivery of this Agreement and the other
agreements and instruments to be executed and delivered in connection with the
transactions contemplated hereby, nor the consummation of the transactions
contemplated hereby, will to the best of the Seller’s knowledge violate or
conflict with: (a) any foreign or local law, regulation, ordinance, governmental
restriction, order, judgment or decree applicable to the Seller; (b) any
provision of any charter, bylaw or other governing or organizational instrument
of the Seller; or (c) any mortgage, indenture, license, instrument, trust,
contract, agreement, or other commitment or arrangement to which the Seller is a
party or by which the Seller is bound.

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          2.4          
Required Consents. No Permit (as defined in Section 1.1(a)(iv)) or
approval, authorization, consent, permission, or waiver to or from any person,
or notice, filing, or recording to or with, any person is necessary for: (a) the
execution and delivery of this Agreement and the other agreements and
instruments to be executed and delivered by the Seller in connection with the
transactions contemplated hereby, or the consummation by the Seller of the
transactions contemplated hereby; or (b) the ownership and use of the Assets by
the Buyer.

          2.5          
Intellectual Property.

          (a)          
On Closing, the Seller will indirectly own and has the valid right to use all of
the Intellectual Property (as defined in Section 1.1(a)(ii)) comprised in the
Assets all of which is described on Schedule “A” attached hereto.

          (b)           On
Closing, the Intellectual Property will be free and clear of all Encumbrances or
other restrictions on transfer, including but not limited to a fixed and
floating charge over the Assets (the “Security”) held by MFC Merchant
Bank SA.

          (c)           On
Closing, there will be no pending or threatened opposition, interference or
cancellation proceeding before any court or registration authority in any
jurisdiction against such registrations or against any Intellectual Property
licensed to the Seller pursuant to the License Agreements (as defined in the
next paragraph).

          (d)           Schedule
"B" attached hereto sets forth a complete and accurate list of all agreements
pertaining to the use of, or granting any right to use or practice any rights
under, any Intellectual Property (collectively, the “License
Agreements”). Except as set forth in Schedule "B", there are no settlements,
consents, judgments, or orders or other agreements which restrict any of rights
to use any Intellectual Property or permit third parties to use any Intellectual
Property which would otherwise infringe any of the Seller’s Intellectual
Property.

          (e)          
To the best of the Seller’s knowledge, no third party is misappropriating,
infringing, diluting, or violating any Intellectual Property owned by, assigned
or licensed to the Seller, and no such claims are pending against a third party
by the Seller;

          (f)          
Schedule "C" attached hereto lists all Software currently or previously owned,
licensed, sublicensed, assigned, leased, sold to or by or otherwise used by the
Seller, and identifies which is owned, licensed, sublicensed, assigned, leased,
sold or otherwise used, as the case may be. “Software” means any and all
(i) computer programs, including any and all software implementations of
algorithms, models and methodologies, whether in source code or object code or
otherwise, (ii) computer databases and computer compilations, including any and
all data and collections of data, whether machine readable or otherwise, (iii)
subsequent error corrections or updates relating to any of the foregoing, (iv)
descriptions, flow-charts and other work product used to design, plan, organize
and develop any of the foregoing, (v) Internet domain names and the technology
supporting and content contained on the respective Internet site(s), and (vi)
all end-user and programmer documentation, including user manuals and training
materials, relating to any of the foregoing;

          (g)          
On Closing, each item of Software listed in Schedule "C" will either be: (i)
owned by the Seller, (ii) currently in the public domain or otherwise available
to the Seller without the license, lease or consent of any third party, or (iii)
used under rights granted to the Seller pursuant to a written agreement,
assignment, license or lease from a third party, which written 

4




agreement, license or lease is listed in Schedule "C". The
Seller’s use of the Software set forth in Schedule "C" does not violate the
rights of any third party. With respect to the Software set forth in Schedule
"C" which the Seller purports to own, such Software was either: (x) developed by
employees of the Seller within the scope of their employment; (y) developed by
independent contractors who have assigned their rights to the Seller pursuant to
written agreements; or (z) acquired by the Seller from third parties; and

          (h)           except
for any open-source software code set out in Schedule “C” made available to the
owner of the Assets under a free and assignable license, which the Seller will,
on Closing, will be entitled to so utilize under a license it holds from a third
party that is assignable to the Buyer, the Software does not incorporate codes
other than those developed by the Seller or its employees or consultants who
developed such codes under work for hire agreements with the Seller.

          2.6          
Investor Representations. The Seller acknowledge and agree that the
Shares will be offered and sold without such offers and sales being registered
under the United States Securities Act of 1933, as amended (the “Securities
Act”) and will be issued to the Seller in accordance with Rule 903 of
Regulation S of the Securities Act in an “offshore transaction” within the
meaning of Regulation S based on the representations and warranties of the
Seller in this Agreement. As such, the Seller further acknowledges and agrees
that all Shares will, upon issuance, be “restricted securities” within the
meaning of the Securities Act.

          2.7           Agreement
Regarding Resale. The Seller agrees to (i) resell the Shares only in
accordance with the provisions of Regulation S of the Securities Act, pursuant
to registration under the Securities Act, or pursuant to an available exemption
from registration pursuant to the Securities Act, and otherwise in accordance
with all applicable state securities laws and the laws of any other
jurisdiction.; and (ii) other than the proposed transfer of the Shares to
Mobilemail LLP, not to distribute, sell, transfer or divest itself of the Shares
to its limited partners or otherwise until the earlier of June 30, 2005 and such
time as the Buyer has become a reporting issuer in the United States of America
by effecting a registration of its shares pursuant to the United States
Securities and Exchange Act of 1934, as amended. The Seller further agrees that
the Buyer may require the opinion of legal counsel reasonably acceptable to the
Buyer in the event of any offer, sale, pledge or transfer of any of the Shares
by the Seller pursuant to an exemption from registration under the Securities
Act; 

          2.8           Prohibition
Against Hedging Transactions. The Seller agrees not to engage in hedging
transactions with regard to the Shares unless in compliance with the Securities
Act.

          2.9          
Right of Company to Refuse Transfer. The Seller agrees that the Buyer
will refuse to register any transfer of the Shares not made in accordance with
the provisions of Regulation S of the Securities Act, pursuant to registration
under the Securities Act, pursuant to an available exemption from registration,
or otherwise pursuant to this Agreement. 

          2.10         
No Obligation to Register. The Seller acknowledges that the Buyer has not
agreed and has no obligation to register the resale of the Shares under the
Securities Act.

          2.11         
Share Certificates. The Seller acknowledges and agrees that all
certificates representing the Shares will be endorsed with the following legend
in accordance with Regulation S of the Securities Act or such similar legend as
deemed advisable by legal counsel 

5




for the Buyer to ensure compliance with Regulation S of the
Securities Act and to reflect the status of the Shares as restricted securities:


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE
"ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT”.

          2.12          Issuance
of Shares The Seller represents and warrants to the Buyer as follows, and
acknowledges that the Buyer is relying upon such covenants, representations and
warranties in connection with the issue of the Shares to the Seller:

          (a)           the
Seller is not a “U.S. Person” as defined by Regulation S of the Securities Act
and is not acquiring the Shares for the account or benefit of a U.S. Person;

          (b)          
the Seller was not in the United States at the time the offer to purchase the
Shares was received or this Agreement was executed; 

          (c)           the
Seller has such knowledge, sophistication and experience in business and
financial matters such that it is capable of evaluating the merits and risks of
the investment in the Shares. The Seller has evaluated the merits and risks of
an investment in the Shares. The Seller can bear the economic risk of this
investment, and is able to afford a complete loss of this investment;

          (d)           the
Seller acknowledges that the Buyer is in the early stages of development of its
business and the Buyer’s success is subject to a number of significant risks,
including the risk that the Buyer will not be able to finance its plan of
operations. The Seller further acknowledges that (i) the Buyer has limited cash
and working capital, (ii) the Buyer will have to raise additional capital in
order to finance its plan of operations which capital may be raised by the issue
of additional shares of its common stock which will result in dilution to the
Seller, and (iii) the Buyer has no arrangements for any financing in place and
there is no assurance that any financing will be completed;

          (e)          
the Seller has been afforded access to information about the Buyer and the
Buyer’s financial condition, results of operations, business, properties,
management and prospects sufficient it to evaluate its investment in the Shares.
The Seller further represents that it has had an opportunity to ask questions
and receive answers from representatives of the Buyer regarding the business,
properties, prospects and financial condition of the Buyer, each as is necessary
to evaluate the merits and risks of investing in the Shares. The Seller believes
it has received all the information it considers necessary or appropriate for
deciding whether to purchase the Shares. The Seller has had full opportunity to
discuss this information with the Seller’s legal and financial advisers prior to
execution of this Agreement;

          (f)          
the Seller acknowledges that the Buyer will rely on these representations in
completing the issuance of the Shares to the Seller; and

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          (g)           the
Seller acknowledges that the offering of the Shares by the Buyer has not been
reviewed by the United States Securities and Exchange Commission or any state
securities regulatory authority.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF BUYER

          To
induce the Seller to execute, deliver and perform this Agreement, and in
acknowledgement of Seller’s reliance on the following representations and
warranties, the Buyer hereby represents and warrants to the Seller as follows as
of the date hereof and as of the Closing Date:

          3.1          
Organization. The Buyer is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Nevada, with the
power and authority to conduct its business as it is now being conducted and to
own and lease its properties and assets.

          3.2          
Power and Authority. The Buyer has the power and authority to execute,
deliver, and perform this Agreement and the other agreements and instruments to
be executed and delivered by it in connection with the transactions contemplated
hereby, and the Buyer has taken all necessary action to authorize the execution
and delivery of this Agreement and such other agreements and instruments and the
consummation of the transactions contemplated hereby. This Agreement is, and,
when such other agreements and instruments are executed and delivered, the other
agreements and instruments to be executed and delivered by the Buyer in
connection with the transactions contemplated hereby shall be, the valid and
legally binding obligations of the Buyer, enforceable in accordance with their
respective terms.

          3.3          
Broker’s or Finder’s Fees. The Buyer has not authorized any person to act
as broker, finder, or in any other similar capacity in connection with the
transactions contemplated by this Agreement.

          3.4          
No Conflict. Neither the execution and delivery by the Buyer of this
Agreement and of the other agreements and instruments to be executed and
delivered by the Buyer in connection with the transactions contemplated hereby
or thereby, nor the consummation by the Buyer of the transactions contemplated
hereby, will violate or conflict with: (a) any foreign or local law, regulation,
ordinance, governmental restriction, order, judgment or decree applicable to the
Buyer; or (b) any provision of any charter, bylaw, or other governing or
organizational instrument of the Buyer.

          3.5          
Truth at Closing. All of the representations, warranties, and agreements
of the Buyer contained in this Agreement shall be true and correct and in full
force and effect on and as of the Closing Date.

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ARTICLE 4

COVENANTS OF THE SELLER PRIOR TO CLOSING

          4.1           Required
Approvals. As promptly as practicable after the Closing, the Seller shall
make all filings required by foreign or local law to be made by them in order to
consummate the transactions contemplated hereby. The Seller shall (a) cooperate
with the Buyer with respect to all filings that the Buyer elects to make or is
required by law to make in connection with the transactions contemplated hereby,
and (b) cooperate with the Buyer in obtaining any consents of the type described
in Sections 2.4 and 2.5.

     4.2           Prohibited
Actions. In no event, without the prior written consent of the Buyer, shall
the Seller:

          (a)           permit
any of the Assets to be subjected to any claim or Encumbrance;

          (b)           waive
any claims or rights of substantial value respecting the Assets, or sell,
transfer, or otherwise dispose of any of the Assets, except in the ordinary
course of business and consistent with past practice; or

          (c)           dispose
of, license, or permit to lapse any rights in any Intellectual Property;

          4.3          
Access. From the date of this Agreement to the Closing Date, the Seller
shall: (a) provide the Buyer with such information and access as the Buyer may
from time to time reasonably request to the Assets.

          4.4          
Non-Solicitation. Until the completion or termination of the transactions
contemplated by this Agreement, the Seller shall not, nor shall any of its
representatives, solicit, offer or encourage any sale of any of the Assets.

ARTICLE 5

CONDITIONS TO THE SELLER’S OBLIGATIONS

          Each
of the obligations of the Seller to be performed hereunder shall be subject to
the satisfaction (or waiver by the Seller) at or prior to the Closing Date of
each of the following conditions:

          5.1          
Representations and Warranties; Performance. The Buyer shall have
performed and complied in all respects with the covenants and agreements
contained in this Agreement required to be performed and complied with by it at
or prior to the Closing Date, the representations and warranties of the Buyer
set forth in this Agreement shall be true and correct in all respects as of the
date hereof and as of the Closing Date as though made at and as of the Closing
Date (except as otherwise expressly contemplated by this Agreement), and the
execution and delivery of this Agreement by the Buyer and the consummation of
the transactions contemplated hereby shall have been duly and validly authorized
by the Buyer’s Board of Directors, and the Seller shall have received a
certificate to that effect signed by the secretary of the Buyer.

8




          5.2          
Litigation. No Litigation shall be threatened or pending against the
Buyer or the Seller that, in the reasonable opinion of counsel for the Seller,
could result in the restraint or prohibition of any such party, or the obtaining
of damages or other relief from such party, in connection with this Agreement or
the consummation of the transactions contemplated hereby.

          5.3          
Documents Satisfactory in Form and Substance. All agreements,
certificates, and other documents delivered by the Buyer to the Seller hereunder
shall be in form and substance satisfactory to counsel for the Seller, in the
exercise of such counsel’s reasonable judgment.

          5.4          
Completion of Share Purchase. The Seller and Mobilemail LLP shall have
completed the Share Purchase, other than the transfer of the Shares to
Mobilemail LLP, such that the Seller is, on Closing, the owner of the
Assets.

ARTICLE 6

CONDITIONS TO THE BUYER’S OBLIGATIONS

          Each
of the obligations of the Buyer to be performed hereunder shall be subject to
the satisfaction (or the waiver by the Buyer) at or prior to the Closing Date of
each of the following conditions:

          6.1          
Representations and Warranties; Performance. The Seller shall have
performed and complied in all respects with the covenants and agreements
contained in this Agreement required to be performed and complied with by them
at or prior to the Closing Date, the representations and warranties of the
Seller set forth in this Agreement shall be true and correct in all respects as
of the date hereof and as of the Closing Date as though made at and as of the
Closing Date (except as otherwise expressly contemplated by this Agreement), and
the execution and delivery of this Agreement by the Seller and the consummation
of the transactions contemplated hereby shall have been duly and validly
authorized by the Seller’s Board of Directors, and the Buyer shall have received
a certificate to that effect signed by the secretary of the Buyer.

          6.2           Consents.
All required approvals, consents and authorizations shall have been
obtained.

          6.3          
No Litigation. No Litigation shall be threatened or pending against the
Buyer or the Seller that, in the reasonable opinion of counsel for the Buyer,
could result in the restraint or prohibition of any such party, or the obtaining
of damages or other relief from such party, in connection with this Agreement or
the consummation of the transactions contemplated hereby.

          6.4          
Due Diligence. The Buyer shall have completed its due diligence review of
the Assets and shall have been satisfied with the findings thereof.

          6.5          
Proof of Ownership of Assets. The Seller shall have delivered to the
Buyer documentary evidence of the Seller’s sole right, title and ownership
interest in and to the Assets, such evidence to be in a form satisfactory to the
Buyer in the Buyer’s sole discretion. 

9




          6.6          
Cancellation of Licenses The Seller shall provide the Buyer with proof of
termination of all licenses and other rights of use of the Assets by providing
to the Buyer fully executed Termination and Release Agreements for each of the
License Agreements.

          6.7          
Cancellation of Security The Seller shall provide the Buyer with proof of
the release of the Security held by MFC Merchant Bank SA over the Assets.

          6.8          
Completion of Share Purchase. The Seller and Mobilemail LLP shall have
completed the Share Purchase such that the Seller is the sole shareholder of
Holdco as at the Closing Date.

ARTICLE 7

COVENANTS OF THE SELLER AND THE BUYER FOLLOWING
CLOSING

          7.1          
Allocation of Purchase Price; Transfer Taxes.

          (a)           Consistent
with applicable tax rules, the Buyer shall allocate the Purchase Price to the
Assets. The Buyer shall prepare and file, in a timely fashion, forms in a manner
consistent with such allocation with the relevant tax authority. All tax returns
and reports filed or prepared by the Buyer and/or the Seller with respect to the
transactions contemplated by this Agreement shall be consistent with the
allocation made by the Buyer under this Section 7.1(a) . 

          (b)           All
sales, transfer, and similar taxes and fees (including all recording fees, if
any) incurred in connection with this Agreement and the transactions
contemplated hereby shall be borne by the Seller and the Seller shall file all
necessary documentation with respect to such taxes.

          7.2           Further
Assurances. Subject to the terms and conditions of this Agreement, each
party agrees to use all of its reasonable efforts to take, or cause to be taken,
all actions and to do or cause to be done, all things necessary and proper or
advisable to consummate and make effective the transactions contemplated by this
Agreement (including the execution and delivery of such further instruments and
documents) as the other party may reasonably request.

          7.3          
Nondisclosure of Proprietary Data. The Parties shall hold in a fiduciary
capacity for the benefit of each other all secret or confidential information,
knowledge or data relating to the each other or any of their affiliated
companies, and their respective businesses, which shall not be or become public
knowledge. Neither Party, without the prior written consent of the other, or as
may otherwise be required by law or legal process, shall communicate or divulge
either before or after the Closing Date any such information, knowledge or data
to anyone other than the other Party and those designated by the other Party in
writing.

ARTICLE 8

SURVIVAL AND INDEMNITY

          8.1          
Survival of Representations, Warranties, etc. Each of the
representations, warranties, agreements, covenants and obligations herein is
material and shall be deemed to have been relied upon by the other party or
parties and shall survive indefinitely after the date hereof and after the
Closing and shall not merge in the performance of any obligation by any 

10




party hereto. All rights to indemnification contained in this
Agreement shall survive the Closing indefinitely.

          8.2          
Indemnification by the Seller and Buyer. The parties shall indemnify,
defend, and hold harmless each other, and the each others representatives,
stockholders, controlling persons and affiliates, at, and at any time after, the
Closing, from and against any and all demands, claim, actions, or causes of
action, assessments, losses, damages (including incidental and consequential
damages), liabilities, costs, and expenses, including reasonable fees and
expenses of counsel, other expenses of investigation, handling, and Litigation
(as defined in Section 2.13), and settlement amounts, together with interest and
penalties (collectively, a “Loss” or “Losses”), asserted against,
resulting to, imposed upon, or incurred by the either party, directly or
indirectly, by reason of, resulting from, or arising in connection with: (i) any
breach of any representation, warranty, or agreement of either party contained
in or made pursuant to this Agreement, including the agreements and other
instruments contemplated hereby; (ii) any breach of any representation,
warranty, or agreement of either party contained in or made pursuant to this
Agreement, including the agreements and other instruments contemplated hereby,
as if such representation or warranty were made on and as of the Closing Date;
(iii) any claim by any person for brokerage or finder’s fees or commissions or
similar payments based upon any agreement or understanding alleged to have been
made by any such person with either party in connection this Agreement or any of
the transactions contemplated hereby; and (iv) to the extent not covered by the
foregoing, any and all demands, claims, actions or causes of action,
assessments, losses, damages, liabilities, costs, and expenses, including
reasonable fees and expenses of counsel, other expenses of investigation,
handling, and Litigation and settlement amounts, together with interest and
penalties, incident to the foregoing.

          The
remedies provided in this Section 8.2 will not be exclusive of or limit any
other remedies that may be available to the either party to this Agreement.

ARTICLE 9

TERMINATION

          9.1          
Termination. This Agreement may be terminated at any time prior to the
Closing Date:

          (a)           by
mutual written consent of the Seller and the Buyer;

          (b)           by
either the Seller or the Buyer if (i) there shall have been a material breach of
any representation, warranty, covenant or agreement set forth in this Agreement,
on the part of the Buyer, in the case of a termination by the Seller, or on the
part of the Seller, in the case of a termination by the Buyer, which breach
shall not have been cured, in the case of a representation or warranty, prior to
Closing or, in the case of a covenant or agreement, within ten (10) business
days following receipt by the breaching party of notice of such breach, or (ii)
any permanent injunction or other order of a court or other competent authority
preventing the consummation of the transactions contemplated hereby shall have
become final and non-appealable; or

          (c)           by
either the Seller or the Buyer if the transactions contemplated hereby shall not
have been consummated on or before December 31, 2005; provided,
however, that the right to 

11




terminate this Agreement pursuant to this Section 9.1(c) shall
not be available to any party whose failure to fulfill any obligation under this
Agreement has been the cause of, or resulted in, the failure of the consummation
of the transactions contemplated hereby to have occurred on or before the
aforesaid date.

          9.2          
Effect of Termination. Each party’s right of termination under Section
9.1 is in addition to any other rights it may have under this Agreement or
otherwise, and the exercise of a right of termination will not be an election of
remedies. If this Agreement is terminated pursuant to Section 9.1, unless
otherwise specified in this Agreement, all further obligations of the parties
under this Agreement will terminate; provided, however, that if
this Agreement is terminated by a party because of the breach of this Agreement
by the other party or because one or more of the conditions to the terminating
party’s obligations under this Agreement is not satisfied as a result of the
other party’s failure to comply with its obligations under this Agreement, the
terminating party’s rights to pursue all legal remedies will survive such
termination unimpaired. 

ARTICLE 10

MISCELLANEOUS

          10.1           Entire
Agreement. This Agreement, and the other certificates, agreements, and other
instruments to be executed and delivered by the parties in connection with the
transactions contemplated hereby, constitute the sole understanding of the
parties with respect to the subject matter hereof and supersede all prior oral
or written agreements with respect to the subject matter hereof.

          10.2          
Parties Bound by Agreement; Successors and Assigns. The terms,
conditions, and obligations of this Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and
assigns.

          10.3           Amendments
and Waivers. No modification, termination, extension, renewal or waiver of
any provision of this Agreement shall be binding upon a party unless made in
writing and signed by such party. A waiver on one occasion shall not be
construed as a waiver of any right on any future occasion. No delay or omission
by a party in exercising any of its rights hereunder shall operate as a waiver
of such rights.

          10.4          
Severability. If for any reason any term or provision of this Agreement
is held to be invalid or unenforceable, all other valid terms and provisions
hereof shall remain in full force and effect, and all of the terms and
provisions of this Agreement shall be deemed to be severable in nature. If for
any reason any term or provision containing a restriction set forth herein is
held to cover an area or to be for a length of time which is unreasonable, or in
any other way is construed to be too broad or to any extent invalid, such term
or provision shall not be determined to be null, void and of no effect, but to
the extent the same is or would be valid or enforceable under applicable law,
any court of competent jurisdiction shall construe and interpret or reform this
Agreement to provide for a restriction having the maximum enforceable area, time
period and other provisions (not greater than those contained herein) as shall
be valid and enforceable under applicable law.

          10.5          
Attorney’s Fees. Should any party hereto retain counsel for the purpose
of enforcing, or preventing the breach of, any provision hereof including, but
not limited to, the 

12




institution of any action or proceeding, whether by
arbitration, judicial or quasi-judicial action or otherwise, to enforce any
provision hereof or for damages for any alleged breach of any provision hereof,
or for a declaration of such party’s rights or obligations hereunder, then,
whether such matter is settled by negotiation, or by arbitration or judicial
determination, the prevailing party shall be entitled to be reimbursed by the
losing party for all costs and expenses incurred thereby, including, but not
limited to, reasonable attorneys’ fees for the services rendered to such
prevailing party.

          10.6          
Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original and all of
which shall constitute the same instrument.

          10.7          
Headings. The headings of the sections and paragraphs of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction hereof.

          10.8          
Expenses. Except as specifically provided herein, the Seller and the
Buyer shall each pay all costs and expenses incurred by it or on its behalf in
connection with this Agreement and the transactions contemplated hereby,
including fees and expenses of its own financial consultants, accountants, and
counsel.

          10.9          
Notices. All notices, requests, demands, claims, and other communications
which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given five business days after such notice,
request, demand, claim or other communication is sent, if sent by registered or
certified mail, return receipt requested, postage prepaid; and, in any case, all
such communications must be addressed to the intended recipient at the address
set forth on the first page of this Agreement. Any party may send any notice,
request, demand, claim, or other communication hereunder to the intended
recipient at the address set forth above using any other means, but no such
notice, request, demand, claim, or other communication shall be deemed to have
been duly given unless and until it actually is received by the intended
recipient. Any party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other party notice in the manner herein set forth.

          10.10         
Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Nevada without giving effect to the
principles of choice of law thereof.

          10.11         
Arbitration. Any dispute arising under or in connection with any matter
related to this Agreement or any related agreement shall be resolved exclusively
by arbitration. The arbitration shall be in conformity with and subject to the
applicable rules and procedures of the American Arbitration Association. All
parties agree to be (1) subject to the jurisdiction and venue of the arbitration
in the State of Nevada, (2) bound by the decision of the arbitrator as the final
decision with respect to the dispute and (3) subject to the jurisdiction of the
Superior Court of the State of Nevada for the purpose of confirmation and
enforcement of any award.

          10.12         
References, etc.

13




          (a)           Whenever
reference is made in this Agreement to any Article, Section, or paragraph, such
reference shall be deemed to apply to the specified Article, Section or
paragraph of this Agreement.

          (b)           Wherever
reference is made in this Agreement to a Schedule, such reference shall be
deemed to apply to the specified Schedule attached hereto, which are
incorporated into this Agreement and form a part hereof. All terms defined in
this Agreement shall have the same meaning in the Schedules attached hereto.

          (c)           Any
form of the word “include” when used herein is not intended to be exclusive
(e.g., “including” means “including, without limitation”).

          10.13         
No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction will be applied against any
person.

          10.14         
No Third Party Beneficiary Rights. No provision in this Agreement is
intended or shall create any rights with respect to the subject matter of this
Agreement in any third party.

          10.15         
Such Other Acts. The parties hereto shall do all things, take such acts
and execute such documents as are necessary to give effect to the intention
herein contemplated.

          10.16         
Electronic Means. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the date first indicated above.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf as of the date first indicated above.

	 	MOBILEMAIL (US) INC. 
	 		  
	 		
	 	By: 	/s/ "Gary Flint" 
	 		Name: Gary Flint 
	 		Title: Director 
	 		  
	 		  
	 	MOBILEMAIL INC. 
	 		  
	 		
	 	By: 	/s/ "Laura Mouck" 
	 		Name: Laura Mouck for N.D. Holdings Ltd. 
	 		Title: Director 


14




SCHEDULE A

INTELLECTUAL PROPERTY

Trade Marks

There is no trademark associated with the Assets. 

Patent Applications

The is no patent application associated with the Assets 

Internet Domain Names

There is no Internet domain name associated with the Assets.


Copyright

The Owned Software described in Schedule “C” below.

 

 

 

 

15




SCHEDULE B

LICENSING AGREEMENTS

License Agreements


	   	•   	
      Non-exclusive License Agreement dated September 12, 2003
      between Mobilemail Inc. and HBI Sales Private Limited for the licensing
      for exploitation of the Assets, 


	 	  	
              

	   	•   	
      Non-exclusive License Agreement dated September 12, 2003
      between Mobilemail Inc. and Zacan Holdings Proprietary Limited for the
      licensing for exploitation of the Assets, 


	 	  	
              

	   	•   	
      Non-exclusive License Agreement dated September 12, 2003
      between Mobilemail Inc. and ICT/Europetec Limited for the licensing for
      exploitation of the Assets, 


	 	  	
              

	   	•   	
      Non-exclusive License Agreement dated September 12, 2003
      between Mobilemail Inc. and Mir Technologies LLC for the licensing for
      exploitation of the Assets, 


	 	  	
              

	     	•     	
      Agency Exploitation Agreement dated March 30, 2004 among
      Mobilemail Limited, HBI Sales Private Limited, Zacan Holdings Proprietary
      Limited, ICT/Europetec Limited and Mir Technologies LLC    
        






Licensed Software

See Licensed Software set forth in Schedule “C” below.

 

 

 

16




SCHEDULE C

SOFTWARE

 

17





 

18




System Specification: 

CorporateSMS Server:

The CorporateSMS server contains the business logic written in
PHP scripts, querying data held in a PostgreSQL database, containing all the
users account information. An XML interface transports the data between the two
front end applications and the central CorporateSMS server. All information sent
to and from the server is sent through HTTP protocol. All exchanges of data are
identified by an application identifier and a user identifier that are specific
to each and every Corporate account and sub account.

Contents:

PostGreSQL Database 
PHP Scripts 
HTTP Gateway
Interface

CorporateSMS Administration Interface:

MobileMail provides users an intuitive web based administrative
interface. Designated corporate account administrators can create & modify
user account settings, and messaging parameters. The administration interface is
a web based application using PHP interpreted language to query the PostgreSQL
database in the CorporateSMS server. Access to the resources handled by the
administration tool is supervised by a login mechanism. Access is granted for
“Super Administrators”, “System Administrators” and “Corporate Account”
administrators, each with differing access rights and associated
functionality.

Features:

	 	• 	
      Manage all client accounts from one central web interface
      

	 	• 	
      Change the language of the application for international
      clients 

	 	• 	
      Select multiple SMS providers 

	 	• 	
      Apply shared short codes and MO numbers for two way
      messaging 

	 	• 	
      Control the pricing structure applied to specific
      accounts 

	 	• 	
      Set limits to SMS volumes on specific accounts 

	 	• 	
      Control billing requirements – pre-pay or monthly
      invoices available 

	 	• 	
      Improved SMS messaging reports & statistics


	 	• 	
      Automated on-line Pay-Pal integration




MAILSMS

MailSMS, developed using MS Visual Basic, is a COM add-in
within Microsoft Outlook. The file, CorporateSMS.dll, is the interface that
handles the communication between the client application and the CorporateSMS
server and can be used by other software developers to connect to the server and
use the CorporateSMS functionality. This modular approach represents an
important feature related to the forward development of the CorporateSMS product
suite.MailSMS is downloaded, as a plug in to MS Outlook, onto the clients PC
utilising a 

19




download wizard. The application is compatible with Microsoft
Windows 98 / ME / NT4 / 2000 / XP, and requires Microsoft Outlook 2000 / 2002 /
2003.

Features:

	 	• 	
      Send instant messages and scheduled SMS reminders
      directly from Microsoft Outlook 

	 	• 	
      Use existing address books/contact facilities 

	 	•   	
      Existing contacts with mobile numbers are automatically
      displayed in the SMS contact folder 


	 	• 	
      Two way SMS messages to senders inbox or pre-specified
      mobile number 

	 	• 	
      Automated split of messages greater than 160 characters
      

	 	• 	
      Advanced settings for SMS message reminders 

	 	• 	
      Personalised signature tool 

	 	• 	
      Send Flash SMS messages 

	 	• 	
      Secured by personal password and SMS encryption


	 	• 	
      Create SMS templates containing all information contained
      in Microsoft Outlook 



Installation File: Windows Installer Package - .msi file
utilising Advanced Installer 3.0

Contents:

	 	•   	
      MailSMS-DB.mdb - Microsoft Access database file that
      contains all language strings and templates 


	 	• 	
      MailSMS.dll - Active X COM add-in.1 

	 	• 	
      Outlook Items.dll - Redemption MAPI interface library
    

	 	• 	
      CorporateSMS.dll – Library file for communicating with
      CorporateSMS server 

	 	• 	
      MailSMS.chm - Microsoft Compressed HTML Help files
  

	 	• 	
      Log.mdb – SMS message log within Microsoft Access
      Database 



EASYSMS

EasySMS, again built in MS Visual Basic, is a Microsoft Windows
based standalone application designed to allow the sending of SMS messages using
any internet connection. The location of the user does not matter as long as
they are registered with the CorporateSMS server. The user friendly interface
simply communicates with the server, which holds all account specific
information and contacts.

Features:

	 	• 	
      Send SMS directly from PC desktop 

	 	• 	
      Built in personal phonebook 

	 	• 	
      Group SMS functionality 

	 	• 	
      Two way SMS messaging to a pre specified e-mail address
      or mobile number 



____________________________
1 Component Object
Model (COM) is Microsoft's object-oriented programming model that defines how
objects interact within a single application or between applications. In COM,
client software accesses an object through a pointer to an interface (a related
set of functions called methods) on objects. Both OLE and ActiveX are based on
COM.

20





	 	• 	
      Automated split of messages containing more than 160
      characters 

	 	• 	
      SMS message log 

	 	• 	
      Personal signature tool 

	 	• 	
      Implementation of desired corporate design 

	 	• 	
      Control of the bottom banner space




Installation file: Windows Installer Package - .msi file
utilizing Advanced Installer 3.0

Contents:

	•	 EasySMS.exe – Executable file containing
        application 

	•	 EasySMS.exe.manifest – creates Windows
        XP buttons & widget (Windows button) in EASYSMS 

	•	 Language.bin – contains all strings
        within EASYSMS application 



Licensed Software

	•	Advanced Installer 3.0 
	•	Microsoft Visual Studio.net 
	•	Redemption.dll V.3.4 


Open-Source Software

	•	Linux Operating System 
	•	Apache webserver 
	•	PHP 4.3.8 + 
	•	Postgresql database 
	•	fpdf (for generating pdf documents) 
	•	Savant2 (php template system) 
	•	Var_Dump (from the pear.php.net repository) 
	•	HTML help generator (Microsoft free version) 


21