LOCK - UP AGREEMENT THIS LOCK - UP AGREEMENT is made on March 1999

BETWEEN: FLEXEMESSAGING. COM, INC. of Grosvenor Place, 225 George Street Sydney, NSW Australia (Company); AND ATLANTIC INTERNATIONAL CAPITAL HOLDINGS LIMITED of Reid House 31 Church Street Hamilton Bermuda (AICH).

BACKGROUND A. B. AICH and its Affiliates (as defined in Rule 144 of the Securities Act, 1933) hold 600,000 shares in the capital of the Company. By a consulting agreement of the same date as the Agreement, AICH has agreed to provide consulting services to the Company to, among other things, assist the Company to undertake a series of capital raisings to raise net proceeds of US$3,660,000 in return for which a finders fee will be paid to AICH (the Consulting Agreement). AICH has agreed to submit all shares in the Company that it and its Affiliates hold to the restrictions set out in this Agreement.

C.

In consideration of, among other things, the mutual promises of the Parties under this Agreement, the Parties agree as follows: 1 1.1 ACKNOWLEDGMENT Acknowledgment

AICH acknowledges that all shares in the capital of the Company held by AICH and its Affiliates (other than 40,984 shares held by AICH) (together the Shares) are the subject of the lock-up arrangements set out in this Agreement. 1.2 Delivery of Share Certificates

On execution of this Agreement AICH must itself deliver and procure that its Affiliates deliver all certificates and other title documents relating to the Shares to the Company. 1.3 Direction and attorney

(a) (b)

By executing this Agreement AICH irrevocably directs the Company to deal with the Shares in accordance with this Agreement. AICH hereby irrevocably appoints each officer of the Company its attorney with authority to take any action including, without limitation, to execute and deliver any documents necessary or desirable to give effect to this Agreement and the transactions contemplated by it. On request by the Company, AICH must execute and deliver any document evidencing the appointment of the attorneysattornies under Clause 1.3(b) and to take any actions necessary or desirable to ensure the appointment is effective. FORFEITURE Scope of Forfeiture All Shares initially are subject to forfeiture without additional consideration (the Restricted Shares). AICH must not transfer, assign, encumber or otherwise dispose of any Restricted Shares. Condition Precedent to Forfeiture

(c)

2 2.1 (a) (b) 2.2

The Restricted Shares are automatically forfeited, without further action or notice by the Company, immediately on the date 70 days after the date of this Agreement or such later date as may be agreed by the Parties. 2.3 Lapse of Forfeiture Restriction

The forfeiture restrictions set forth in this Clause 2 lapse on the following basis: (a) no Shares cease to be Restricted Shares until the aggregate net proceeds available to the Company following all capital raisings undertaken by the Company in respect of which the Company must pay to AICH a commission under the Consulting Agreement exceeds US$1,000,000; for each US$1.00 raised by the Company and in respect of which the Company must pay to AICH a commission under the Consulting Agreement, 0.1641061 Shares cease to be Restricted Shares Additional Shares or Substituted Securities

(b)

2.4

In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a
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stock split, an adjustment in conversion ratio, a recapitalisation or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) that by reason of such transaction are distributed with respect to any Restricted Shares or into which such Restricted Shares thereby become convertible shall immediately be subject to the Right of Repurchase. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of the Restricted Shares. After each such transaction, appropriate adjustments shall also be made to the price per share to be paid upon the exercise of the Right of Repurchase in order to reflect any change in the Company's outstanding securities effected without receipt of consideration therefor; provided, however, that the aggregate purchase price payable for the Restricted Shares shall remain the same. 2.5 (a) (b) Termination of Rights as Shareholder Upon forfeiture pursuant to this Clause 2, AICH no longer has any rights as a holder of the Restricted Shares. Such Restricted Shares are deemed to have been cancelled, whether or not the certificate(s) therefor have been delivered as required by this Agreement. Escrow Upon issuance, the certificates for Restricted Shares shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any new, substituted or additional securities or other property described in Clause 2.4 shall immediately be delivered to the Company to be held in escrow, but only to the extent the Shares are at the time Restricted Shares. All regular cash dividends on Restricted Shares (or other securities at the time held in escrow) shall be paid directly to AICH and shall not be held in escrow. Restricted Shares, together with any other assets or securities held in escrow hereunder, shall be: (i) (ii) surrendered to the Company for cancellation upon the occurrence of an event set forth in Clause 2.2 above, or released to AICH upon AICH's request to the extent the Shares are no longer Restricted Shares.

2.6 (a)

(b)

(c)

(d)

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(e)

In any event, all Shares that have vested (and any other vested assets and securities attributable thereto) shall be released within 60 days after the lapse of the forfeiture restrictions set for in Clause 2.3. OTHER RESTRICTIONS ON TRANSFER AICH Representations

3 3.1

AICH hereby represents and warrants to the Company as follows: (a) it and its Affiliates hold no more than 600,000 shares in the capital of the Company and it and its Affiliates hold no legal or beneficial interest in, any voting or pre-emptive rights over or any other economic interest in any shares in the capital of the Company or any agreement relating to any of the above or which, with the passage of time or the delivery of any notice will give AICH or any of its Affiliates any such right or interest other than in respect of these 600,000 shares; will hold the Shares for investment for its account only and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act; AICH understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or AICH obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. AICH further acknowledges and understands that the Company is under no obligation to register the Shares; AICH is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject only to the satisfaction of certain conditions. AICH acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future; AICH will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. AICH agrees that it will not dispose of the Shares unless and until it has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the

(b)

(c)

(d)

(e)

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Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Shares under any applicable State; (f) AICH has been furnished with, and has had access to, such information as it considers necessary or appropriate for deciding whether to invest in the Shares, and AICH has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares; and AICH is aware that its investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. AICH is able, without impairing its financial condition, to hold the Shares for an indefinite period and to suffer a complete loss of its investment in the Shares.

(g)

3.2

Securities Law Restrictions

Regardless of whether the offering and sale of Shares under this Agreement have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of the Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any other law. 3.3 (a) Market Stand-Off In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, AICH shall not, without the prior written consent of the Company's managing underwriter: (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for Shares (whether such shares or any such securities are then owned by AICH or are thereafter acquired), or

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(ii)

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise.

(b)

Such restriction (the Market Stand-Off) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the date of the Company's initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities that are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in this SubClause 3.3. This SubClause 3.3 shall not apply to Shares registered in the public offering under the Securities Act, and AICH shall be subject to this SubClause 3.3 only if the directors and officers of the Company are subject to similar arrangements. Rights of the Company

(c)

(d)

(e)

3.4

The Company shall not be required to: (a) (b) transfer on its books any Shares that have been sold or transferred in contravention of this Agreement or treat as the owner of Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom Shares have been transferred in contravention of this Agreement. SUCCESSORS AND ASSIGNS

Except as otherwise expressly provided to the contrary, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and be binding upon AICH and AICH's legal representatives, heirs, legatees, distributees, assigns and
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transferees by operation of law, whether or not any such person has become a party to this Agreement or has agreed in writing to join herein and to be bound by the terms, conditions and restrictions hereof. 5 LEGENDS

All certificates evidencing Shares shall bear appropriate legends as required by federal or state securities laws, and as necessary to evidence this Agreement. 6 NOTICE

Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to AICH at the address that he or she most recently provided to the Company. 7 ENTIRE AGREEMENT

This Agreement constitutes the entire contract between the Parties with regard to the subject matter hereof. It supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) relating to the subject matter hereof. 8 CHOICE OF LAW

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Idaho, as such laws are applied to contracts entered into and to be performed entirely within such State. IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first set forth above. COMPANY: _________________________ Nick Bird, President

ATLANTIC INTERNATIONAL CAPITAL HOLDINGS LIMITED: _____________

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