Securities Purchase Agreement


EXHIBIT 10.20

SECURITIES PURCHASEAGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made effective as of the 28th day of March, 2006.

BETWEEN:  
   
THE UNDERSIGNED INVESTOR
   
(the “Investor”)
   
OF THE FIRST PART
   
AND:  
   
MOBILEMAIL (US) INC.,
a Nevada corporation
   
(the “Corporation”)
   
OF THE SECOND PART

NOW THEREFORE, inconsideration of the premises and the mutual covenants contained herein andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:

ARTICLE 1.
DEFINITIONS

          1.1          Definitions. The following terms will have thefollowing meanings for all purposes of this Agreement.

          (a)          “Closing”shall mean the closing of the Transaction.

          (b)          “CommonStock” means the common stock of the Corporation, par value $0.001 pershare.

          (c)          “ConvertibleNotes” means the secured convertible promissory notes offered by the Corporationin the form attached hereto as Schedule A.

          (d)          “Offering”shall mean the offering of up to $100,000 of Convertible Notes by theCorporation.

          (e)          “PurchasePrice” means the purchase price payable by the Investor to the Corporation inconsideration for the purchase and sale of the Convertible Notes.

          (f)          “SEC”shall mean the United States Securities and Exchange Commission.

          (g)          “Securities”means the Convertible Notes, the Shares and Warrants into which the ConvertibleNotes are convertible, and the Warrant Shares.

          (h)          “SecuritiesAct” shall mean the United States Securities Act of 1933, as amended.


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          (i)          “Shares”means those shares of Common Stock into which the Convertible Notes areconvertible.

          (j)          “Transaction”shall mean the purchase of the Convertible Notes by the Investor for thePurchase Price.

          (k)          “TransactionDocuments” shall mean this Agreement and the Convertible Notes and the WarrantCertificate.

          (l)          Warrants”means those share purchase warrants into which the Convertible Notes areconvertible, with each one share purchase warrant entitling the holder topurchase one share of Common Stock of the Corporation during the one year periodfrom the date of issuance at a price of $0.50 per share.

          (m)          “WarrantCertificate” means the certificate representing the Warrants in the formattached hereto as Schedule C.

          (n)          “WarrantShares” means the shares of Common Stock issuable upon exercise of theWarrants.

          1.2          Schedules. The following schedules are attachedto and form part of this Agreement:

                        Schedule A          Form ofSecured Convertible PromissoryNote
                        Schedule B          Definitionof U.S.Person
                        Schedule C          Form ofWarrant Certificate

          1.3          Currency.  All dollar amounts referred toin this agreement are in United States funds, unless expressly statedotherwise.

ARTICLE 2.
PURCHASE AND SALE OF CONVERTIBLE NOTES

          2.1          Subscription for Convertible Notes.  Subjectto the terms and conditions of this Agreement, the Investor subscribes for andagrees to purchase the principal amount of Convertible Notes set forth oppositethe Investor’s name on the execution page to this Agreement at the PurchasePrice. The Convertible Notes will be unsecured. Upon execution of this Agreementby the Investor, the subscription by the Investor will be irrevocable and maynot be withdrawn.

          2.2          Acceptance by Corporation.  Uponexecution by the Corporation, the Corporation agrees to sell such ConvertibleNotes to the Investor for the Purchase Price.

          2.3          Closing.  The Closing of the purchase andsale of the Convertible Notes will take place forthwith upon execution of thisAgreement, subject to payment of the Purchase Price by the Investor. TheCorporation will deliver to the Investor the executed Convertible Notes in theprincipal amount of the Purchase Price. The Closing shall take place at theoffices of the Corporation or at such other location as agreed to by theparties. Notwithstanding the location of the Closing, each party agrees that theClosing may completed by the exchange of undertakings between the respectivelegal counsel for the Investor and the Corporation, provided such undertakingsare satisfactory to each party’s respective legal counsel

          2.4          Compliance with Securities Laws.  Anyacceptance by the Corporation of the subscription is conditional upon compliancewith all securities laws and other applicable laws of the jurisdiction in whichthe Investor is resident. The Investor will deliver to the Corporation all otherdocumentation, agreements, representations and requisite government formsrequired by the lawyers for the Corporation as required to comply with allsecurities laws and other applicable laws of the jurisdiction of theInvestor.


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          2.5          Delivery of Certificates.  The Investorhereby authorizes and directs the Corporation to deliver the securities to beissued to such Investor pursuant to this Agreement and upon conversion of theConvertible Notes to the Investor’s address indicated on the signature page ofthis Agreement.

          2.6          Registration Rights.  The Corporationagrees to use its best efforts to prepare and file with the SEC, as early aspossible following the Corporation listing the shares in its Common Stock fortrading on the National Association of Securities Dealers Over-the-CounterBulletin Board in the United States, and in no event later than one hundred andeighty (180) days following Closing, a registration statement under theSecurities Act covering the resale of Shares issuable to the Investor uponconversion of the Convertible Notes and the Warrant Shares issuable uponexercise of the Warrants. The Corporation will use its best efforts to obtainthe effectiveness of such registration statement(s) as soon as practicable, andonce effective, to maintain such effectiveness for a period of at least twoyears from the date of conversion of the Convertible Notes. The Corporation’sobligation to obtain and maintain such effectiveness is conditioned upon thecooperation of the Investor in furnishing information to the Corporationrelating to the Investor’s method of distribution and other informationrequested by the Corporation. Any and all expenses incurred in connection withsuch registration shall be borne by the Corporation. Any and all sellingexpenses incurred by the Investor shall be borne by the Investor.

ARTICLE 3.
AGREEMENTS, REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

          3.1          Exemption from Registration.  TheInvestor acknowledges and agrees that the Securities will be offered and sold tothe Investor without such offers and sales being registered under the SecuritiesAct and will be issued to the Investor in an offshore transaction outside of theUnited States in accordance with a safe harbour from the registrationrequirements of the Securities Act provided by Rule 903 of Regulation S of theSecurities Act based on the representations and warranties of the Investor inthis Agreement. As such, the Investor further acknowledges and agrees that allSecurities will, upon issuance, be “restricted securities” within the meaning ofthe Securities Act.

          3.2          Resales of Securities.  The Investoracknowledges that that the Securities may not be offered, resold, pledged orotherwise transferred except through an exemption from registration under theSecurities Act or pursuant to an effective registration statement under theSecurities Act and in accordance with all applicable state securities laws andthe laws of any other jurisdiction. The Investor agrees to resell the Securitiesonly in accordance with the provisions of Regulation S of the Securities Act,pursuant to registration under the Securities Act, or pursuant to an availableexemption from registration pursuant to the Securities Act. The Investor agreesthat the Company will refuse to register any transfer of the Securities not madein accordance with the provisions of Regulation S of the Securities Act,pursuant to registration under the Securities Act or pursuant to an availableexemption from registration. The Investor agrees that the Corporation mayrequire the opinion of legal counsel reasonably acceptable to the Corporation inthe event of any offer, sale, pledge or transfer of any of the Securities by theInvestor pursuant to an exemption from registration under the Securities Act.

          3.3          Hedging Transactions.  The Investor agreesnot to engage in hedging transactions with regard to the Shares unless incompliance with the Securities Act.

          3.4          Share Certificates.  The Investor acknowledges and agrees that all certificatesrepresenting the Convertible Notes and the Shares will be endorsed with thefollowing legend, or such similar legend as deemed advisable by legal counselfor the Corporation, to ensure compliance with Regulation S of the SecuritiesAct and to reflect the status of the Shares as restricted securities:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCEUPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BYREGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FORSALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE


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PROVISIONS OFREGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANTTO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONSINVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THEACT

          3.5          Warrant Certificates. The Investor acknowledgesand agrees that all certificates representing the Warrants will be endorsed withthe following legend, or such similar legend as deemed advisable by legalcounsel for the Corporation, to ensure compliance with Regulation S of theSecurities Act and to reflect the status of the Warrants as restrictedsecurities:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BEISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDERTHE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISETRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANTTO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLEEXEMPTION FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY NOT BE EXERCISED INTHE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S.PERSON UNLESS THE WARRANT AND THE UNDERLYING SHARES AND WARRANTS HAVE BEENREGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OFANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.”UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THESECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BECONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

          3.6          Representations and Warranties of the Investor.  The Investor represents and warrants to the Corporation as follows, andacknowledges that the Corporation is relying upon such covenants,representations and warranties in connection with the sale of the ConvertibleNotes to the Investor:

          (a)          TheInvestor is not a “U.S. Person” as defined by Regulation S of the SecuritiesAct, as set forth in Schedule D hereto.

          (b)          TheInvestor is not acquiring the Securities for the account or benefit of a U.S.Person.

          (c)          TheInvestor was not in the United States at the time the offer to purchase theSecurities was received or at the time this Agreement was executed.

          (d)          TheInvestor has such knowledge, sophistication and experience in business andfinancial matters such that it is capable of evaluating the merits and risks ofthe investment in the Securities. The Investor has evaluated the merits andrisks of an investment in the Securities. The Investor can bear the economicrisk of this investment, and is able to afford a complete loss of thisinvestment.

          (e)          TheInvestor acknowledges that the Corporation is in the early stages of developmentof its business and the Corporation’s success is subject to a number ofsignificant risks, including the risk that the Corporation will not be able tofinance its plan of operations and that the Corporation’s business plan will notsucceed. The Investor acknowledges that any forward-looking information providedby the Corporation to the Investor are subject to risks and uncertainties andthat the Corporation’s actual results may differ materially from the resultsanticipated.


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          (f)          TheSecurities will be acquired by the Investor for investment for the Investor’sown account, not as a nominee or agent, and not with a view to the resale ordistribution of any part thereof, and that the Investor has no present intentionof selling, granting any participation in, or otherwise distributing the same.The Investor does not have any contract, undertaking, agreement or arrangementwith any person to sell, transfer or grant participations to such person or toany third person, with respect to any of the Securities.

          (g)          TheInvestor has had full opportunity to ask questions and receive answers fromrepresentatives of the Corporation regarding the terms and conditions of theOffering and the business, properties, prospects and financial condition of theCorporation, each as is necessary to evaluate the merits and risks of investingin the Securities. The Investor believes it has received all the information itconsiders necessary or appropriate for deciding whether to purchase theSecurities. The Investor has had full opportunity to discuss this informationwith the Investor’s legal and financial advisers prior to execution of thisAgreement.

          (h)          TheInvestor acknowledges that the Securities will be offered and sold withoutregistration under the Securities Act in a private placement that is exempt fromthe registration provisions of the Securities Act based on the truth andaccuracy of the representations of the Investor. The Investor acknowledges thatthe Corporation will rely on these representations in completing the issuance ofthe Securities to the Investor. The Investor further acknowledges that theoffering of the Securities by the Corporation has not been reviewed by the SECor any state securities regulatory authority.

          (i)          ThisAgreement has been duly authorized, validly executed and delivered by theInvestor.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

          4.1          Representations and Warranties of the Corporation. The Corporation represents and warrants to the Investor and acknowledgesthat the Investor is relying upon such representations and warranties inconnection with the execution, delivery and performance of thisAgreement:

          (a)          TheCorporation is a corporation duly incorporated and in good standing under thelaws of the State of Nevada, and has the requisite corporate power and authorityto conduct its business as it is currently being conducted.

          (b)          TheCorporation has the requisite corporate power and authority to enter into and toconsummate the transactions contemplated by the TransactionDocuments.

          (c)          Theexecution and delivery by the Corporation of the Transaction Documents have beenduly authorized by all necessary action on the part of the Corporation, and nofurther consent or action is required by the Corporation, its Board of Directorsor its stockholders.

          (d)          Eachof the Transaction Documents constitutes, or will when duly authorized, executedand delivered by all parties thereto other than the Corporation constitute, avalid and binding obligation of the Corporation, enforceable against theCorporation in accordance with the terms thereof, except that (i) theenforcement thereof may be limited by applicable bankruptcy, insolvency,reorganization, moratorium or similar laws affecting the rights of creditorsgenerally, (ii) equitable remedies, including, without limitation, specificperformance and injunction, may be granted only in the discretion of a court ofcompetent jurisdiction, (iii) rights of indemnity, contribution and the waiverof contribution provided for herein, and any provisions exculpating a party froma liability or duty otherwise owed by it, may be limited under applicable law,and (iv) the enforceability of provisions in any Transaction Document whichpurport to sever any provision which is prohibited or unenforceable underapplicable law without affecting the enforceability or validity of the remainderof such Transaction Document would be determined only in the discretion of thecourt.


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          (e)          The authorized capital of the Corporation consists of 100,000,000 shares of common stock, par value $0.001 per share, of which there were 28,273,600 shares issued and outstanding as of the date of this Agreement, and 5,000,000 shares of preferred stock, par value $0.001 per share, of which no shares have been issued as of the date of this Agreement. The outstanding shares of common stock have been issued for the following consideration:

 

(i)

500,000 shares at a price of $0.001 per share;

     
 

(ii)

4,500,000 shares at a price of $0.01 per share;

     
 

(iii)

12,000,000 shares in consideration of the acquisition of all of the issued capital of Mobilemail Limited

     
 

(iv)

900,000 shares at a price of $0.05 per share

     
 

(v)

320,000 shares at a price of $0.05 per share and

     
 

(vi)

10,000,000 shares on the transfer of certain intellectual property assets;

          (f)          Thereare no agreements or other obligations (contingent or otherwise) which mayrequire the Company to repurchase or otherwise acquire any shares of its capitalstock.

          (g)          theInvestor hereby consents, no person, firm or corporation has any agreement oroption or right or privilege (whether preemptive or contractual) capable ofbecoming an agreement for the purchase, subscription or issuance of any unissuedshares, securities or warrants of the Corporation.

          (h)          Theissuance of the Convertible Note and the issuance of the Shares and Warrantsupon conversion of the Convertible Notes and the issuance of the Warrant Sharesupon the exercise of the Warrants have each been duly authorized. The Shareshave been authorized and validly reserved for issuance, and when issued uponconversion of the Convertible Notes in accordance with the terms thereof, willbe validly issued, fully paid and non-assessable shares of the Corporation’scommon stock. The Warrant Shares have been authorized and validly reserved forissuance, and when issued upon exercise of the Warrant in accordance with theterms thereof (and upon payment of the exercise price therefor), will be validlyissued, fully paid and non-assessable shares of the Corporation’s common stock.The stockholders of the Company have no preemptive or similar rights to purchaseshares of Common Stock from the Company.

          (i)          Theissue and sale of the Securities by the Corporation does not and will notconflict with, and does not and will not result in a breach of, any of the termsof its incorporating documents or any agreement or instrument to which theCorporation is a party.

          (j)          Thereare no actions, suits, proceedings or inquiries pending or to the Corporation’sknowledge threatened against or affecting the Corporation or any of itssubsidiaries at law or in equity or before or by any federal, provincial,municipal or other governmental department, commission, board, bureau, agency orinstrumentality which in any way materially adversely affect, or may in any waymaterially adversely affect, the business, operations or condition (financial orotherwise) of the Corporation (on a consolidated basis) or its properties orassets or which affects or may affect the distribution of theSecurities.

SECTION 5
INDEMNIFICATION

          5.1          Indemnification by the Corporation. TheCorporation agrees to indemnify, defend and hold the Investor (which term shall,for the purposes of this Section 5.1, include the Investor and its shareholders,managers, partners, directors, officers, members, employees, direct or indirectinvestors, agents and affiliates and assignees and the stockholders, partners,directors, members, managers,


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officers, employees direct or indirect investorsand agents of such affiliates and assignees) harmless against any and allliabilities, loss, cost or damage, together with all reasonable costs andexpenses related thereto (including reasonable legal and accounting fees andexpenses), arising from, relating to, or connected with the untruth, inaccuracyor breach of any statement, representation, warranty or covenant of theCorporation contained in this Agreement.

          5.2          Indemnification by the Investor. The Investoragrees to indemnify and hold harmless the Corporation, its directors, officers,agents, shareholders and employees, from and against any and all liabilities,loss, cost or damage, together with all reasonable costs and expenses relatedthereto (including reasonable legal and accounting fees and expenses), arisingfrom, relating to, or connected with the untruth, inaccuracy or breach of anystatement, representation, warranty or covenant of the Investor contained inthis Agreement.

ARTICLE 6
MISCELLANEOUS PROVISIONS

          6.1          Effectiveness of Representations; Survival. Eachparty is entitled to rely on the representations, warranties and agreements ofeach of the other parties and all such representation, warranties and agreementwill be effective regardless of any investigation that any party has undertakenor failed to undertake. The representation, warranties and agreements willsurvive the Closing and continue in full force and effect until the one yearanniversary of the Closing.

          6.2          Further Assurances. Each of the parties heretowill cooperate with the others and execute and deliver to the other partieshereto such other instruments and documents and take such other actions as maybe reasonably requested from time to time by any other party hereto as necessaryto carry out, evidence, and confirm the intended purposes of thisAgreement.

          6.3          Amendment. This Agreement may not be amendedexcept by an instrument in writing signed by each of the parties.

          6.4          Expenses. Each party to this Agreement will bearits respective expenses incurred in connection with the preparation, execution,and performance of this Agreement and the transactions contemplated hereby,including all fees and expenses of agents, representatives, counsel, andaccountants.

          6.5          Entire Agreement. This Agreement, the exhibits,schedules attached hereto and the other Transaction Documents contain the entireagreement between the parties with respect to the subject matter hereof andsupersede all prior arrangements and understandings, both written and oral,expressed or implied, with respect thereto. Any preceding correspondence oroffers are expressly superseded and terminated by this Agreement.

          6.6          Severability. If one or more provisions of thisAgreement or any other Transaction Document is held to be unenforceable underapplicable law, such provision will be excluded from the respective Agreement orother Transaction Document and the balance of this Agreement or otherTransaction Document, as applicable, will be enforceable in accordance with itsterms.

          6.7          Notices. All notices and other communicationsrequired or permitted under to this Agreement must be in writing and will bedeemed given if sent by personal delivery, faxed with electronic confirmation ofdelivery, internationally-recognized express courier or registered or certifiedmail (return receipt requested), postage prepaid, to the parties at thefollowing addresses (or at such other address for a party as will be specifiedby like notice):


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If to theInvestor:

AT THE ADDRESS SETFORTH ON THE
SIGNATURE PAGE TO THIS AGREEMENT

If to theCorporation:

MOBILEMAIL (US) INC.

Attention: Mr. Gary Flint
Suite 5.15MLS Business Centre
130 Shaftesbury Avenue,
London, England W1D5EU
Facsimile: +44 (20) 7031 1199



With a copy (which willnot constitute notice) to:

Lang MichenerLLP
Attention: Mr. Michael H. Taylor
Suite 1500,Royal Centre
1055 West Georgia St., Box 11117
Vancouver, BritishColumbia
Canada V6E 4N7
Phone: (604) 689-9111
Facsimile: (604)685-7084





All such notices and other communications will bedeemed to have been received (a) in the case of personal delivery, on the dateof such delivery, (b) in the case of a fax, when the party sending such fax hasreceived electronic confirmation of its delivery, (c) in the case of delivery byinternationally-recognized express courier, on the business day followingdispatch and (d) in the case of mailing, on the fifth business day followingmailing.

          6.8          Headings.  The headings contained in thisAgreement are for convenience purposes only and will not affect in any way themeaning or interpretation of this Agreement.

          6.9          Benefits. This Agreement is and will only beconstrued as for the benefit of or enforceable by those persons party to thisAgreement.

          6.10        Assignment. This Agreement may not be assigned(except by operation of law) by any party without the consent of the otherparties.

          6.11        Governing Law. This Agreement will be governed byand construed in accordance with the laws of the State of Nevada applicable tocontracts made and to be performed therein.

          6.12        Construction. The language used in this Agreementwill be deemed to be the language chosen by the parties to express their mutualintent, and no rule of strict construction will be applied against anyparty.

          6.13        Counterparts. This Agreement may be executed inone or more counterparts, all of which will be considered one and the sameagreement and will become effective when one or more counterparts have beensigned by each of the parties and delivered to the other parties, it beingunderstood that all parties need not sign the same counterpart.

          6.14        Fax Execution. This Agreement may be executed bydelivery of executed signature pages by fax and such fax execution will beeffective for all purposes.


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          6.15        Schedules and Exhibits. The schedules andexhibits are attached to this Agreement and incorporated herein.

IN WITNESS WHEREOF, this Subscription Agreement is executed as of the day and year firstwritten above.

Principal Amount of Convertible Notes Subscribed for:    
  (Purchase Price in US$)  
Signature of Authorized Signatory of Investor:    
     
Name of Authorized Signatory of Investor:    
     
Title of Authorized Signatory of Investor:    
     
Name of Investor:    
     
Address of Investor:    
     
     
     
     

ACCEPTED BY:

MOBILEMAIL (US) INC.

Signature of Authorized Signatory:    
     
Name of Authorized Signatory:    
     
Position of Authorized Signatory:    
     
Date of Acceptance:    


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SCHEDULE A

FORM OF SECURED CONVERTIBLE PROMISSORYNOTE


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THE SECURITIES REPRESENTED BY THIS CERTIFICATEHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVEBEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OFTHE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAYNOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT INACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVEREGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROMREGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAYNOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

SECURED CONVERTIBLE PROMISSORYNOTE

$[@] February___, 2006

          FOR VALUE RECEIVED, the undersigned, MOBILEMAIL (US) INC., a Nevada corporation (the “Maker”), hereby promises to pay to the order of [NAME OF LENDER] or its assigns (the “Payee”), at such place as the Payee may designate in writing, from time to time in immediately available lawful money of the United States of America, the principal sum of [AMOUNT IN WORDS] dollars ($__________US), together with interest from the date hereof on the unpaid principal balance outstanding from time to time at a rate equal to the Prime Rate per annum for U.S. banks as published in Money Rates Column of the Money and Investing Section of The Wall Street Journal from time to time. All computations of interest shall be made on the basis of a year of 365 or 366 days, as applicable, for the actual number of days for which such interest is payable.

1.          Payment. Unless previously converted in accordance with the terms of Section 1 herein, all outstanding principal and accrued interest on this Note shall be due and payable on January ______, 2008 (the “Maturity Date”).

2.          Conversion. Subject to the provisions of this Note, the Payee will have the right at any time commencing on the date of the quotation of the shares in the Maker’s common stock on the National Association of Securities Dealers “Over-the-Counter Bulletin Board” and ending on the Maturity Date to convert the outstanding principal and accrued interest on this Note into units of the Maker at a conversion rate of $0.25US per unit (the “Conversion Rate”). Each unit will be comprised of one share (each a “Share”) of Common Stock of the Maker (the “Mobilemail Common Stock”) and one share purchase warrant (each a “Warrant”). Each Warrant will entitle the Payee to purchase one additional Share (a “Warrant Share”) at a price of $0.50US per Warrant Share for the one year period following conversion.

          The Payeeacknowledges and agrees that all certificates representing the Shares and theWarrant Shares will be endorsed with the following legend, or such similarlegend as deemed advisable by legal counsel for the Corporation, to ensurecompliance with Regulation S of the Securities Act and to reflect the status ofthe Shares and the Warrant Shares as restricted securities:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE 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

          The Payeeacknowledges and agrees that all certificates representing the Warrants will beendorsed with the following legend, or such similar legend as deemed advisableby legal counsel for the


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Corporation, to ensure compliance with RegulationS of the Securities Act and to reflect the status of the Warrants as restrictedsecurities:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BEISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDERTHE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISETRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANTTO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLEEXEMPTION FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY NOT BE EXERCISED INTHE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S.PERSON UNLESS THE WARRANT AND THE UNDERLYING SHARES AND WARRANTS HAVE BEENREGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OFANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.”UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THESECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BECONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

          For purposes of this Note, the Conversion Rate shall be adjusted proportionally for any subsequent stock dividend or split, stock combination or other similar recapitalization, reclassification or reorganization of or affecting the Mobilemail Common Stock. Subject to Payee’s rights pursuant to Section 1 hereof, in case of any consolidation or merger to which the Maker is a party other than a merger or consolidation in which the Maker is the continuing corporation, or in case of any sale or conveyance to another corporation of the property of the Maker as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Maker), then instead of receiving Shares and Warrants, Payee shall have the right thereafter to receive the kind and amount of shares of stock and other securities and property which the Payee would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale or conveyance had the same portion of this Note been paid or converted immediately prior to the effective date of such consolidation, merger, statutory exchange, sale or conveyance and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section with respect to the rights and interests thereafter of the Payee, to the end that the provisions set forth in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities and property thereafter deliverable in connection with this Note. The provisions of this subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances.

3.          Certificates. In the event of conversion of theprincipal amount of this Note and accrued interest under Section 1, Maker shallimmediately issue certificates representing the Shares and Warrants into whichthe outstanding principal and interest under this Note is to be converted, suchcertificates to be delivered to Payee within 15 days following suchtermination.

4.          Prepayments. The Maker may prepay this Note, inwhole or in part, and in cash, without penalty upon five days written notice toPayee. Any prepayments shall be applied first to accrued but unpaid interest andthen to principal.

5.          Default. The occurrence of any one or more of thefollowing events shall constitute an event of default, upon which Payee maydeclare the entire principal amount of this Note, together with all accrued butunpaid interest, to be immediately due and payable in cash:


– 13 –

  a.

The Maker shall fail to make any required payment of principal or interest, or issuance of Shares and Warrants, when due, and such failure shall continue through fifteen days after Payee gives written notice of such failure to Maker.

     
  b.

The Maker makes an assignment for the benefit of creditors, or the Maker shall become insolvent or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law shall be instituted by or against the Maker.

     
  c.

The Maker dissolves or liquidates.

6.          Applicable Law. THE VALIDITY, CONSTRUCTION ANDENFORCEABILITY OF THE NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATEOF NEVADA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLESTHEREOF.

7.          Waivers. The Maker hereby waives presentment forpayment, notice of dishonor, protest and notice of payment and all other noticesof any kind in connection with the enforcement of this Note.

8.          Obligations Absolute. The obligations of theMaker under this Note shall be absolute, and the Makerwaives any and all rights to offset, deduct or withhold any payments or chargesdue under this Note for any reason.

9.          Assignment. The Maker may not assign, delegate orotherwise transfer any of its obligations under this Note, whether by merger,consolidation or other business combination, without the prior written consentof Payee.

10.          Costs of Collection. If this Note is not paid orotherwise performed when due or required, the Maker shall pay Payee’s reasonablecosts of collection, including reasonable attorney’s fees.

  MOBILEMAIL (US) INC.
   
   
By  
  GARY FLINT,
  President


– 14 –

SCHEDULE B

DEFINITION OF U.S. PERSON

A “U.S. Person” is defined by Regulation S ofthe Act to be any person who is:

  (a)

any natural person resident in the United States;

       
  (b)

any partnership or corporation organized or incorporated under the laws of the United States;

       
  (c)

any estate of which any executor or administrator is a U.S. person;

       
  (d)

any trust of which any trustee is a U.S. person;

       
  (e)

any agency or branch of a foreign entity located in the United States;

       
  (f)

any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and

       
  (g)

any partnership or corporation if:

       
  (i)

organized or incorporated under the laws of any foreign jurisdiction; and

       
  (ii)

formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited Subscribers [as defined in Section 230.501(a) of the Act] who are not natural persons, estates or trusts.


– 15 –

SCHEDULE C

FORM OF WARRANT CERTIFICATE


– 16 –

THE SECURITIES REPRESENTED BY THIS CERTIFICATEAND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDERTHE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON ANEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION SPROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE ORRESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OFREGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANTTO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY NOTBE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITEDSTATES OR A U.S. PERSON UNLESS THE WARRANT AND THE UNDERLYING SHARES ANDWARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLESECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATIONREQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BYREGULATION S UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THESECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THEACT.

MOBILEMAIL (US) INC.

A NEVADA CORPORATION (the “Company”)
Suite 5.15 MLS BusinessCentre
130 Shaftsbury Avenue
London, England W1D 5EU


COMMON STOCK PURCHASE WARRANTCERTIFICATE
[DATE OF ISSUANCE]


Warrant Certificate No.

S-•
Name of Holder:  
Address of Holder:  
Number of Shares: () Shares of the Company’s Common Stock
Exercise Price: US$0.50 per Share for a period of one year from the date of issuance until the Expiry Date
Expiry Date: • 2006 (one year from issuance)

THIS WARRANT CERTIFIES THAT, for value received, the above named holder or its registered assigns(the “Holder”), shall have the right to purchase from the Company the abovereferenced number of fully paid and non-assessable shares (the “Shares”) of theCompany’s common stock (the “Common Stock”) at an exercise price equal to theexercise price set forth above (the “Exercise Price”), subject to furtheradjustment as set forth in this Certificate, at any time from the date hereofuntil 5:00 P.M., GMT, on the expiry date set forth above (the “Expiry Date”).This Warrant is issued pursuant to the Subscription Agreement between theCompany and Holder (the “Subscription Agreement”) pursuant to which the Holderpurchased units consisting of one share of Common Stock and one warrant topurchase one additional share of Common Stock. The exercise of this Warrantshall be subject to the provisions, limitations and restrictions containedherein.

1.

Exercise.

   
  1.1 Procedure for Exercise of Warrant. The Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof:

  (a)

a duly executed Notice of Exercise in substantially the form attached as Schedule A,

     
  (b)

either (i) a written certification that the Holder is not a U.S. person, as defined under Regulation S of the Securities Act, and that the Warrant is not being exercised on behalf of a U.S. person, which written certificate may be contained in the Notice of Exercise


– 17 –

 

delivered pursuant to sub-paragraph (a) above; or (ii) a written opinion of counsel to the effect that the Warrant and the Shares have been registered under the Securities Act or are exempt from registration thereunder;

     
  (c)

payment of the Exercise Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and

     
  (d)

this Warrant.

Payment of the Exercise Price may be in cash,certified or official bank check payable to the order of the Company, or wiretransfer of funds to the Company’s account (or any combination of any of theforegoing) in the amount of the Exercise Price for each share being purchased.

          1.2          Delivery of Certificate and New Warrant. In the event of any exercise of the rights represented by this Warrant,a certificate or certificates for the shares of Common Stock so purchased,registered in the name of the Holder, together with any other securities orother property which the Holder is entitled to receive upon exercise of thisWarrant, shall be delivered to the Holder hereof, at the Company’s expense,within a reasonable time, not exceeding fifteen (15) calendar days, after therights represented by this Warrant shall have been so exercised; and, unlessthis Warrant has expired, a new Warrant representing the number of Shares(except a remaining fractional share), if any, with respect to which thisWarrant shall not then have been exercised shall also be issued to the Holderhereof within such time. The person in whose name any certificate for shares ofCommon Stock is issued upon exercise of this Warrant shall for all purposes bedeemed to have become the holder of record of such shares on the date on whichthe Warrant was surrendered and payment of the Exercise Price was received bythe Company, irrespective of the date of delivery of such certificate.

          1.3          Restrictive Legend. This Warrantand the Shares have not been registered under the Securities Act of 1933, asamended, (the “Securities Act”) and the Warrants have been and the Shares, uponexercise of the Warrants, will be issued pursuant to exemptions from theregistration requirements of the Securities Act. Neither this Warrant nor any ofthe Shares or any other security issued or issuable upon exercise of thisWarrant may be sold, transferred, pledged or hypothecated in the absence of aneffective registration statement under the Act relating to such security or anexemption from the registration requirements of the Securities Act. Eachcertificate for the Warrant, the Shares and any other security issued orissuable upon exercise of this Warrant shall contain a legend on the facethereof, in form and substance satisfactory to counsel for the Company, settingforth the restrictions on transfer contained in this Section. The Holderunderstands that this Warrant constitutes and the Shares upon issuance willconstitute “restricted securities” under the Securities Act. The holderacknowledges and agrees that all certificates representing the Shares will beendorsed with the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCEUPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BYREGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FORSALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONSOF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, ORPURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGINGTRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCEWITH THE ACT

          1.4          Fractional Shares. No fractionalShares shall be issuable upon exercise or conversion of the Warrant and thenumber of Shares to be issued shall be rounded down to the nearest whole Share.If a fractional share interest arises upon any exercise or conversion of theWarrant, the Company shall eliminate such fractional share interest by paying toHolder an amount computed by multiplying the fractional interest by the currentmarket price of a full Share.


– 18 –

2.       Covenants of the Company.

          2.1          AuthorizedShares. The Company covenants and agrees that theCompany will at all times have authorized and reserved, free from preemptiverights, a sufficient number of shares of Common Stock to provide for theexercise in full of the rights represented by this Warrant.

          2.2          Issuanceof Shares. The Company covenants and agrees thatall shares of Common Stock that may be issued upon the exercise of the rightsrepresented by this Warrant will, upon issuance, be validly issued, fully paidand non-assessable, and free from all transfer taxes, liens and charges withrespect to the issue thereof.

3.       Transfer and Replacement.

          (a)          Subjectto compliance with any applicable securities laws and the conditions set forthherein, this Warrant and all rights hereunder are transferable, in whole or inpart, upon surrender of this Warrant at the principal office of the Company,together with a written assignment of this Warrant substantially in the formattached hereto duly executed by the Holder or its agent or attorney and fundssufficient to pay any transfer taxes payable upon the making of such transfer.Upon such surrender and, if required, such payment, the Company shall executeand deliver a new Warrant or Warrants in the name of the assignee or assigneesand in the denomination or denominations specified in such instrument ofassignment, and shall issue to the assignor a new Warrant evidencing the portionof this Warrant not so assigned, and this Warrant shall promptly be cancelled. AWarrant, if properly assigned, may be exercised by a new holder for the purchaseof Shares without having a new Warrant issued.

          (b)          TheCompany agrees to maintain, at its aforesaid office, books for the registrationand the registration of transfer of the Warrants.

          (c)          If,at the time of the surrender of this Warrant in connection with any transfer ofthis Warrant, the transfer of this Warrant shall not be registered pursuant toan effective registration statement under the Securities Act and underapplicable state securities or blue sky laws, the Company may require, as acondition of allowing such transfer that (i) the Holder or transferee of thisWarrant, as the case may be, furnish to the Company a written opinion of counsel(which opinion shall be in form, substance and scope customary for opinions ofcounsel in comparable transactions) to the effect that such transfer may be madewithout registration under the Securities Act and under applicable statesecurities or blue sky laws, and (ii) that the holder or transferee execute anddeliver to the Company such documentation as is necessary to establish that theshares are being transferred pursuant to an exemption from the registrationrequirements of the Securities Act and applicable state securities laws or in anoffshore transaction pursuant to and in accordance with Rule 904 of Regulation Sof the Securities Act.

          (d)          TheCompany covenants that upon receipt by the Company of evidence reasonablysatisfactory to it of the loss, theft, destruction or mutilation of this Warrantor any stock certificate relating to the Shares, and in case of loss, theft ordestruction, of indemnity or security reasonably satisfactory to it (which, inthe case of the Warrant, shall not include the posting of any bond), and uponsurrender and cancellation of such Warrant or stock certificate, if mutilated,the Company will make and deliver a new Warrant or stock certificate of liketenor and dated as of such cancellation, in lieu of such Warrant or stockcertificate.

4.       Adjustments of Exercise Price and/or Number of Shares.

          4.1          Subdivision or Combination of Shares. The number and kind of securities purchasable upon the exercise of thisWarrant and the Exercise Price shall be subject to adjustment from time to timeupon the happening of any of the following. In case the Company shall (i) pay adividend in shares of Common Stock or make a distribution in shares of CommonStock to holders of its outstanding Common Stock, (ii) subdivide its outstandingshares of Common Stock into a greater number of shares, (iii)


– 19 –

combine its outstanding shares of Common Stockinto a smaller number of shares of Common Stock, or (iv) issue any shares of itscapital stock in a reclassification of the Common Stock, then the number ofShares purchasable upon exercise of this Warrant immediately prior thereto shallbe adjusted so that the Holder shall be entitled to receive the kind and numberof Shares or other securities of the Company which it would have owned or havebeen entitled to receive had such Warrant been exercised in advance thereof.Upon each such adjustment of the kind and number of Shares or other securitiesof the Company which are purchasable hereunder, the Holder shall thereafter beentitled to purchase the number of Shares or other securities resulting fromsuch adjustment at an Exercise Price per Warrant Share or other securityobtained by multiplying the Exercise Price in effect immediately prior to suchadjustment by the number of Shares purchasable pursuant hereto immediately priorto such adjustment and dividing by the number of Shares or other securities ofthe Company resulting from such adjustment. An adjustment made pursuant to thisparagraph shall become effective immediately after the effective date of suchevent retroactive to the record date, if any, for such event.

          4.2          Reorganization, Reclassification, Consolidation, Merger orSale. If anyrecapitalization, reclassification or reorganization of the share capital of theCompany, or any consolidation or merger of the Company with another Company, orthe sale of all or substantially all of its shares and/or assets or othertransaction (including, without limitation, a sale of substantially all of itsassets followed by a liquidation) shall be effected in such a way that holdersof Common Stock shall be entitled to receive shares, securities or other assetsor property, then, as a condition of such recapitalizations, reclassifications,reorganizations, consolidations, mergers or sales, lawful and adequateprovisions shall be made by the Company whereby the Holder hereof shallthereafter have the right to purchase and receive (in lieu of the Common Stockof the Company immediately theretofore purchasable and receivable upon theexercise of the rights represented hereby) such shares, securities or otherassets or property as may be issued or payable with respect to or in exchangefor the number of outstanding Common Stock which such Holder would have beenentitled to receive had such Holder exercised this Warrant immediately prior tothe consummation of such recapitalizations, reclassifications, reorganizations,consolidations, mergers or sales. The Company or its successor shall promptlyissue to Holder a new Warrant for such new securities or other property. The newWarrant shall provide for adjustments which shall be as nearly equivalent as maybe practicable to give effect to the adjustments provided for in this Section 4including, without limitation, adjustments to the Exercise Price and to thenumber of securities or property issuable upon exercise of the new Warrant. Theprovisions of this Section 4.2 shall similarly apply to successiverecapitalizations, reclassifications, reorganizations, consolidations, mergersor sales.

          4.3          Notice of Adjustment. Whenever the number of Shares or number or kind of securities or otherproperty purchasable upon the exercise of this Warrant or the Exercise Price isadjusted, as herein provided, the Company shall give notice thereof to theHolder, which notice shall state the number of Shares (and other securities orproperty) purchasable upon the exercise of this Warrant and the Exercise Priceof such Shares (and other securities or property) after such adjustment, settingforth a brief statement of the facts requiring such adjustment and setting forththe computation by which such adjustment was made.

5.      Miscellaneous Provisions.

          5.1          Notices. Any notice or otherdocument required or permitted to be given or delivered to the Holder shall bedelivered or forwarded to the Holder at the address for Holder provide on thefirst page of this Warrant or to such other address or number as shall have beenfurnished to the Company in writing by the Holder. Any notice or other documentrequired or permitted to be given or delivered to the Company shall be deliveredor forwarded to the Company at the address set forth above, Attention: Presidentor to such other address or number as shall have been furnished to Holder inwriting by the Company. All notices, requests and approvals required by thisWarrant shall be in writing and shall be conclusively deemed to be given (a)when hand-delivered to the other party, (b) when received if sent by facsimileat the address and number set forth above; provided that notices given byfacsimile shall not be effective, unless either (i) a duplicate copy of suchfacsimile notice is promptly given by depositing the same in the mail, postageprepaid and addressed to the party as set forth below or (ii) the receivingparty


– 20 –

delivers a written confirmation of receipt forsuch notice by any other method permitted under this paragraph; and furtherprovided that any notice given by facsimile received after 5:00 p.m.(recipient’s time) or on a non-business day shall be deemed received on the nextbusiness day; (c) five (5) business days after deposit in the United Statesmail, certified, return receipt requested, postage prepaid, and addressed to theparty as set forth below; or (d) the next business day after deposit with aninternational overnight delivery service, postage prepaid, addressed to theparty as set forth below with next business day delivery guaranteed; providedthat the sending party receives confirmation of delivery from the deliveryservice provider.

          5.2          Limitation of Liability. Noprovision hereof, in the absence of affirmative action by the Holder to purchaseshares of Common Stock, and no mere enumeration herein of the rights orprivileges of the Holder, shall give rise to any liability of the Holder for theExercise Price hereunder or as a stockholder of the Company, whether suchliability is asserted by the Company or by creditors of the Company.

          5.3          No Rights as Stockholder. ThisWarrant shall not entitle the Holder to any of the rights of a stockholder ofthe Company except upon exercise in accordance with the terms hereof.

          5.4          Governing Law. This Warrantshall be governed by and construed in accordance with the laws of the State ofNevada as applied to agreements among Nevada residents made and to be performedentirely within the State of Nevada, without giving effect to the conflict oflaw principles thereof.

          5.5          Waiver, Amendments and Headings.This Warrant and any provision hereof may be changed, waived, discharged orterminated only by an instrument in writing signed by both parties (eithergenerally or in a particular instance and either retroactively orprospectively). The headings in this Warrant are for purposes of reference onlyand shall not affect the meaning or construction of any of the provisionshereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer effective as of the _________ day of ______, 2006.

MOBILEMAIL (US) INC.
   
Signature of Authorized Signatory: Per:
   
Name of Authorized Signatory:  
   
Position of Authorized Signatory:  


SCHEDULE A

FORM OF NOTICE OF EXERCISE

TO: MOBILEMAIL (US) INC.

The undersigned hereby exercises the right to purchase the number of shares of common stock of Mobilemail (US) Inc. (the “Company”) set forth below (the “Shares”) pursuant to the Warrant to Purchase Common Stock issued by the Company and dated [DATE OF ISSUANCE]. In accordance with the provisions of the Warrant, the undersigned hereby tenders the following concurrently with the delivery of this Notice of Exercise (i) payment of the Exercise Price payable by the undersigned for the Shares (the “Purchase Price”) in effect for each of the Shares being purchased, and (ii) the original Warrant.

Number of Shares Purchased: • Shares
   
Aggregate Purchase Price: $ US

The undersigned represents and warrants to andagrees with the Company that:

1.

It has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and it is able to bear the economic risk of loss of its entire investment.

   
2.

The Company has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and it has had access to such information concerning the Company as it has considered necessary or appropriate in connection with its investment decision to acquire the Shares.

   
3.

It is acquiring the Shares for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Shares in violation of the United States securities laws.

   
4.

It understands the Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or the securities laws of any state of the United States and that the sale contemplated hereby is being made in reliance on a safe-harbour from such registration requirements.

   
5.

The undersigned 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.

A “U.S. Person” isdefined by Regulation S of the Act to be any person who is:

  (h)

any natural person resident in the United States;

     
  (i)

any partnership or corporation organized or incorporated under the laws of the United States;

     
  (j)

any estate of which any executor or administrator is a U.S. person;


– 22 –

  (k)

any trust of which any trustee is a U.S. person;

       
  (l)

any agency or branch of a foreign entity located in the United States;

       
  (m)

any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and

       
  (n)

any partnership or corporation if:

       
  (i)

organized or incorporated under the laws of any foreign jurisdiction; and

       
  (ii)

formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited Subscribers [as defined in Section 230.501(a) of the Act] who are not natural persons, estates or trusts.

6.

The undersigned was not in the United States at the time the offer to purchase the Shares was received and the Subscriber was not in the United States at the time these Warrants were exercised.

   
7.

The undersigned acknowledges that the Shares are “restricted securities” within the meaning of the Securities Act and will be issued to the Subscriber in accordance with Regulation S of the Securities Act without registration under the Securities Act.

   
8.

The undersigned agrees to 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.

   
9.

The undersigned agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.

   
10.

The Subscriber 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:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCEUPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BYREGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FORSALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONSOF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, ORPURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGINGTRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCEWITH THE ACT

22


– 23 –

11.

The Subscriber and the Company agree that the Company 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 pursuant to this Agreement.

Date of Execution:

 

 

 

Signature of Purchaser or Authorized Signatory of Purchaser (if the Purchaser is not an individual):

 

 

Name of Authorized Signatory of Purchaser(if the Purchaser is not an individual):

 

 

Title of Authorized Signatory ofPurchaser(if the Purchaser is not an individual):

 

 

Name of Purchaser:

 

 

 

Address of Purchaser:

 
   
   
   
   

23