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






 Memorandum of the Agreements, which have been reached, and
  signed this 26th day of 

  January 2004, amongst, referred collectively hereafter to as the ‘Parties’:


 Anteres Investments Inc., a Company incorporated and with its
  principle place of 

  business, in Providenciales, Turks & Caicos Islands, BWI, hereinafter referred
  to 

  ‘Anteres’, 

 -and- 

 Graham Douglas, the Chief Executive Officer of Icoworks Inc.,
  an officer of 

  Anteres, and a Director of both Icoworks Inc., and Icoworks Holdings Inc., 

  hereinafter referred to as ‘Douglas’, 

 -and- 

      Icoworks Inc., a Nevada Corporation,
  with publicly traded shares, and which is 

  governed by the rules and regulations of the Securities Exchange Commission
  in the 

  United States of America, hereinafter referred to as Icoworks Inc. 


-and-


 Icoworks Holdings Inc. a Nevada Corporation, hereinafter referred
  to as 

  ‘Holdings’, 

 -and- 

 Icoworks Services Inc., a Nevada Corporation, which is the
  principal operating 

  subsidiary of Holdings in the United States. 

 -and- 









(2)


 Paul Murray McAteer being the Advisor to the Board for the
  Merger and 

  Reorganization of Icoworks Inc. and Holdings, hereinafter referred to as the
  

  ‘Advisor’ 


Preambles:


	 	1.	Icoworks Inc., has filed on November 19, 2003, a 10Q information
      statement with financial information which was current and complete as at
      September 30, 2003, which statement contains certain additional information
      of subsequent events, hereinafter referred to as the ‘10Q’, all
      of which is relevant to the agreements reached amongst the Parties and memorialized
      in this Agreement.
	 	 	 
	 	2.	Icoworks Inc. and Holdings have in the past entered into
      certain agreements with respect to the Merger of the business and affairs
      of Icoworks Inc. and Holdings which agreements were to be completed on May
      1, 2003 and which have subsequently expired, the particulars of which are
      described in S.4 of the 10Q.
	 	 	 
	 	3.	It is the intention of both Icoworks Inc. and Holdings to
      complete the merger contemplated previously by entering into a new merger
      agreement, all of which is stated in Management’s Description and Analyses
      or Plan of Operation, on Page 29 of the 10Q under the heading of ‘Completion
      of Merger with Holdings’.
	 	 	 
	 	4.	On January 2, 2004, the previous Sole Director, Chief Executive
      Officer and Chief Financial Officer resigned thereby causing a new board
      of directors to be appointed and those new directors have retained the Advisor
      to analyze and assess the viability of Icoworks Inc. and issues affecting
      it.












(3)


	 	5.	On January 2, 2004, a new board of directors was appointed
      for Icoworks Inc., which board includes two independent directors as well
      as Douglas and Michiel Diening, the Chief Operating Officer for Holdings
      and its subsidiaries.
	 	 	 
	 	6.	Icoworks Inc. and Holdings have retained Paul Murray Mc Ateer,
      Barrister and Solicitor, who has extensive knowledge of the business and
      affairs of Holdings, Icoworks Inc., as well as reorganizations and corporate
      structuring, to provide advice and recommendations which are necessary for
      the successful implementation of a new merger agreement that can be successfully
      implemented on a timely basis.
	 	 	 
	 	7.	A joint meeting of the boards of directors of Icoworks Inc.
      and Holdings has been set for Sat. January 31, 2004 at 9AM in the forenoon
      to consider the report of their Advisor and make determinations based upon
      such recommendations which have been made and agree upon and to formulate
      the same into the principle terms and conditions of a merger agreement to
      replace the previous expired Merger Agreement.
	 	 	 
	 	8.	A number of recommendations have been made by the Advisor,
      which shall be Conditions Precedent to the effectiveness of any agreement,
      which is approved by the joint meeting of directors of Holdings and Icoworks
      Inc.
	 	 	 
	 	9.	This Agreement deals with a number of the Conditions Precedent
      being recommended to the boards and which has been agreed as between the
      Parties as necessary first steps to be taken.



In consideration of the mutual promises and agreements set out herein, for the betterment of the Corporate Parties prospects and to insure the successful completion of the merger of Icoworks Inc. and Holdings, the Parties agree as follows:










(4)



Agreement of Anteres to relinquish it rights under and cancels previous agreements:


	 	 	A.	Anteres is the subject of a certain management agreement
      for general management services and for the provision of the services of
      Douglas, the particulars of which are described in Sec. 18(a) of the 10Q,
      which particulars provide for payments of $17,000 per month.
	 	 	 	 
	 	 	B.	The agreement referred to in the 10Q was entered into prior
      to the election of a the Board of Directors and must be evaluated in relation
      to the intended merger, ongoing business of the merged corporation and historic
      issues, which are reflected in the 10Q.
	 	 	 	 
	 	 	C.	Anteres has acknowledged the need to cancel its previous
      contracts and by the signing of the agreement, does do so.
	 	 	 	 
	 	 	D.	Anteres further agrees to settle any and all outstanding
      debts owing to it by the company, which are particularized as $413,086 as
      at September 30, 2003, and as may have been adjusted thereafter or increased
      for a total consideration of $1 or shares of the common stock of Icoworks
      Inc. at $0.35 per share or a combination of both.
	 	 	 	 
	 	 	E.	The effect of this agreement by Anteres and Douglas is that
      they will be owed 0$ on January 31, 2004 and the merger agreement is approved
      by the joint sitting of the boards and entered into thereafter by Holdings
      and Icoworks Inc. as described in Section “D”.


 Agreement of Douglas: 

	 	 	A.	Douglas agrees to continue, at the pleasure of the directors of Icoworks
      Inc, as Chief Executive officer up to and including the date when the intended
      merger is completed at a total consideration for these duties of $1.











(5)


	 	 	B.	Douglas agrees to continue during this time to be the Chief
      Executive Officer of Icoworks Services Inc. at a total compensation of$5,000
      per month plus reasonable expenses.
	 	 	 	 
	 	 	C.	Douglas agrees to satisfying and all other outstanding liabilities
      owning to him by Icoworks Inc. for a total consideration of $1, except reasonable
      incurred expenses.


 Agreement of Icoworks Services Inc.: 

	 	 	A.	Icoworks Services Inc., agrees to compensate Douglas at the rate of $5,000
      from February 1, 2004 until the successful completion of the merger.


 Agreement of Icoworks Inc.: 

	 	 	A.	Icoworks Inc. agrees to negotiate in good faith an arrangement for the
      continuing services of Douglas after the successful merger which negotiation
      will be conducted between Douglas and two independent directors form Icoworks
      Inc.


 Agreement of the Advisor: 

	 	 	A.	The Advisor agrees to continue to be retained to serve at the pleasure
      of the board of Icoworks Inc. until the successful merger of Holdings and
      Icoworks Inc. and make recommendations, provide advice, determine the fairness
      of arrangements and implement, as may be required, the decisions made by
      the directors on January 31, 2004 or thereafter.








 (6) 



	 	 	B.	The Advisor agrees to be retained for these services for $1 plus recovery
      of reasonable expenses related to travel and attending the duties.


This memorandum has been agreed to this 26th day of
  January 2004 and signed, conditional upon the approval of the directors of Icoworks
  Inc. and Holdings, excluding Douglas who has exempted himself by reason of conflict
  of interest and attorned to the decisions of the two boards. 

	Graham Douglas	 	Anteres Investments Inc.
	/s/ Graham Douglas	 	/s/ Graham Douglas
	 	 	 
	 	 	 
	Icoworks Inc	 	Icoworks Holdings Inc.
	/s/
      Michiel Diening	 	/s/ Michiel
      Diening
	 	 	 
	 	 	 
	Icoworks Services Inc	 	Advisor
	/s/
      Michiel Diening	 	/s/ Paul AcAteer