EXHIBIT 10.8
                             CORDEXA NETWORKS CORP.
                           938 HOWE STREET, SUITE 402
                              VANCOUVER, BC V6Z1N9
                                     CANADA


Mr.  Ron  Eisses
Manager,  e-business  Solutions
IBM  Canada  Ltd.
4601  Canada  Way,  Suite  200
Burnaby  BC  V6G  4X3
Canada

                                                                October 25, 2003



Dear  Ron,

            RE:     CORDEXA / IBM CANADA MEMORANDUM OF UNDERSTANDING

Cordexa  Networks  Corporation  ("Cordexa")  and  IBM Canada Ltd.("IBM Canada"),
(jointly,  the  "Parties")  hereby  express  their  joint intent to enter into a
mutually  beneficial strategic relationship.  The Parties desire to execute this
non-binding  Memorandum  of  Understanding  (this  "MOU") outlining the Parties'
understanding  of  such  relationship.

The  Parties  agree  that  execution  of  a copy of this MOU is acceptance of an
understanding  in  principle  between  the  Parties  as  set  forth  herein.


NON-BINDING

This  MOU  is  not  binding  on  the  Parties  and  no Party will have any legal
obligation,  whether arising out of this MOU or otherwise, to the other Party or
to  any  other  person  or  entity  by  reason  of  this MOU or any other matter
contemplated  hereby or giving rise hereto, unless and until the Parties execute
one  or more definitive agreements with respect to the subject matter hereof and
then  only  to  the  extent  set  forth  in  such  definitive  agreements.  Such
definitive  agreements,  if so executed, will supersede any terms and conditions
expressed  in  this  MOU or any other communication between the Parties and will
contain such terms, conditions, covenants, representations and warranties as are
appropriate for transactions of that type.  With exceptions noted above, nothing
contained  herein  will obligate the Parties despite the use herein of the terms
"shall,"  "will,"  or  other  obligatory  words  or  phrases.


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I.  UNDERSTANDING  IN  PRINCIPLE

SCOPE

The  Parties  will  work together to develop specific business opportunities and
mutual  commitments  that  contribute  to  the execution of both Cordexa and IBM
Canada's  business  plans,  including:

     The  introduction  of  Cordexa's niche hosting services, thought leadership
and  consulting  to  IBM  Canada's  customers;

     The  application of Cordexa's "Fast-Path" Microsoft development methodology
to  IBM  Global  Services  Microsoft  Consulting  Practice;

     The  introduction  of  IBM  Canada's e-business hardware, including the new
e-server  platforms  to  Cordexa's  customers;

     joint  publicity  of  the  above  efforts.


MUTUAL  RESPONSIBILITIES

The Parties agree to use reasonable commercial efforts in support of the Guiding
Principles  set  forth in Article II below and to accomplish the tasks set forth
in  the  Joint Action Plan attached hereto as Schedule "B" within the time frame
agreed  upon.

Each  Party will assign the appropriate personnel within their own organizations
to  accomplish  the  tasks  outlined.

Neither  Party shall commit to expend capital on behalf of the other without the
express  written  consent and the appropriate approval of the relevant operating
entities  of  that  Party  and  the  other  Party  to  this  agreement.


II.  GUIDING  PRINCIPLES

1.     The  Parties will primarily focus on, but not be limited to, the creation
of  mutual  business  opportunities.

2.     For  greater certainty, but without limiting any other provisions in this
MOU:

     a.   IBM  Canada  will  select  Cordexa  as  a  preferred but non-exclusive
          supplier  of  niche  and  application  services;
     b.   Cordexa  will  select  IBM  Canada  as  a  preferred but non-exclusive
          supplier  of  commodity  and  value  hosting  services;
     c.   Cordexa  will  provide  services to IBM Canada on a project-by-project
          basis;
     d.   Cordexa  and  IBM Canada will identify and develop joint opportunities
          to provide customer solutions to each other's customers and prospects;


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     e.   Cordexa  and  IBM  Canada will participate in joint press releases and
          other  promotional  activities  on  a mutually agreed basis, including
          event  sponsorships,  promotions,  trades  shows,  and  other  joint
          activities;  and,

3.     Opportunities not addressed in this MOU ("Additional Opportunities") will
be  defined  by  scope,  time,  individual  competencies,  and  management
responsibility  in  a  separate  document.

4.     Participation  in  each  Additional Opportunity will be determined by the
respective  competencies  and  value  contributed  by  the  Parties.

5.     The Parties may pursue this and Additional Opportunities through, but not
limited  to  Joint  Ventures,  Formal  and  Informal  Alliances,  Third  Party
Agreements,  Vendor/Customer  Relationships,  and  Investment  Financing.

6.     This  relationship  shall  at  all  times  be  subject  to  commercial
reasonableness,  common  sense,  and  practicality.

7.     Each  Party  will  appoint  a  person(s)  to  represent  their respective
interests.  Such  representatives  will  hold discussions not less than once per
quarter  for  the  purpose of reviewing and discussing opportunities relevant to
this  MOU.

III.  CONSENTS/APPROVALS/LEGAL  REQUIREMENTS

This  MOU  and the consummation of any material transactions contemplated herein
shall  be  subject  to  approval  by  the  board of Directors of Cordexa and the
Management  of  IBM  Canada,  and  will  be  subject  to any applicable legal or
regulatory  requirements  or  restrictions.  If  any  aspect  of  a  transaction
requires  consent  from  the Securities and Exchange Commission, or its Canadian
counterpart, state or provincial public utility commission or similar regulatory
body,  the  Parties  will  use  their  combined reasonable efforts (at their own
expense)  to  obtain any such consent and other required consents.  Either Party
shall  have  the right to refuse to close any such transactions and/or terminate
any  definitive agreements in the event that the required consents and approvals
are  conditional  or  inadequate  in  any  way.


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IV.  EXPENSES

Each  Party  is responsible for its own expenses expended in achieving the goals
of  this  MOU.


V.  CONFIDENTIALITY/PUBLICITY

The  fact  and existence of this MOU, the terms and conditions contained herein,
as well as the substance of any negotiations between the Parties with respect to
the  matters  contemplated herein are deemed confidential and are subject to the
terms  of  an  Agreement for Exchange of Confidential Information signed between
the  parties,  and  attached  as  Schedule  A.

The  terms and conditions of this MOU and all efforts arising therefrom will not
be  disclosed to third parties by either Party, including without limitation, by
means  of  a  press  release,  without  the  prior  consent  of the other Party,
provided, however, that the foregoing shall not preclude the Parties from making
any  information  available  to  their  respective  agents,  representatives,
attorneys,  consultants,  investors,  lenders  or  prospective  partners.


VII.  AGREEMENT  DURATION

This  MOU shall have a planned duration of  1 year following the agreement date,
with  annual  renewals to be confirmed at the end of each year of the agreement.

VIII.  GOVERNING  LAW

This  MOU  and  all  attachments  hereto  shall  be  governed  and  construed in
accordance  with the laws of the Province of British Columbia, without regard to
conflict  of  laws  or  principles.



                          -- SIGNATURES ON NEXT PAGE --



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IN  WITNESS  THEREOF,  the  Parties have duly executed this Agreement, as of the
effective  date.


Agreed  to               :               Agreed  to:

IBM  Canada  Ltd.                        Cordexa  Networks  Corp.
4601  Canada  Way,  Suite  200           938  Howe  Street,  Suite  401
Burnaby,  BC  V6G4X3                     Vancouver  BC  V6Z1N9
Canada                                   Canada


By:     /s/  Ron  Eisses               By:     /s/  Matthew  Sebal
        ----------------                       -------------------
Name:   Ron  Eisses                    Name:     Matthew  Sebal

Title:   Manager e-business Solutions  Title     Business Developer

               ------------------               ------------------
Date:                                 Date:


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SCHEDULE  A

AGREEMENTS  FOR  EXCHANGE  OF  CONFIDENTIAL  INFORMATION

                            CONFIDENTIALITY AGREEMENT

This  Agreement  is  entered into and is effective as of_________________ by and
between  IBM  Canada  and  Cordexa.

DEFINITION  OF  CONFIDENTIAL  INFORMATION:

Each  party  agrees  that all information and materials disclosed IBM Canada and
Cordexa  regarding  a  proposed business deal between the parties, including the
terms  and  conditions  of  this  Agreement  and the existence of the discussion
between  the  parties,  will  be considered and referred to collectively in this
Agreement  as  "Confidential  Information".  Confidential  Information  does not
include  information  that is now or subsequently becomes generally available to
the  public through no fault or breach on the part of either party; either party
can  demonstrate to have had rightfully in its possession prior to disclosure to
the  receiving party; is independently developed by either party without the use
of any Confidential Information; or either party rightfully obtains from a third
party  who  has  the  right  to  transfer  or  disclose  it.

NONDISCLOSURE  AND  NONUSE  OF  CONFIDENTIAL  INFORMATION:

The  parties  shall not disclose, publish, or otherwise disseminate Confidential
Information  to  anyone  other  than  those  of  its  employees  and  trusted
subcontractors  with  a  need  to  know,  and  each  party shall take reasonable
precautions  to  prevent  any  unauthorized  use,  disclosure,  publication,  or
dissemination  of  Confidential Information. The parties accept the Confidential
Information for the sole purpose of evaluation in connection with either party's
business  discussions  with  each  other.  Each party shall not use Confidential
Information otherwise for its own or any third party's benefit without the prior
written approval of an authorized representative of the disclosing party in each
instance. The foregoing restrictions on Confidential Information shall not apply
to  Confidential Information that is required to be disclosed in connection with
any  suit,  action  or other dispute related to the Confidential Information, or
otherwise  required  to  be  disclosed  as  a  matter  of  law.

MISCELLANEOUS:

All Confidential Information remains the property of the disclosing party and no
license  or  other  rights  to  Confidential  Information  is granted or implied
hereby.  All  Confidential  Information  is  provided  "AS  IS"  and without any
warranty,  whether  express or implied, as to its accuracy or completeness. Each
party  hereby  acknowledges  that unauthorized disclosure or use of Confidential
Information  could  cause  irreparable  harm  and  significant  injury  to  the
disclosing  party  that  may  be difficult to ascertain. Accordingly, each party
agrees  that  the  disclosing  party  will  have  the  right  to seek and obtain
immediate  injunctive  relief  to  enforce  obligations under this Agreement, in
addition  to  any  other  rights  and  remedies  each  party  may  have.

ENTIRE  AGREEMENT  AND  GOVERNING  LAW:

This Agreement constitutes the entire agreement with respect to the Confidential
Information disclosed herein and supersedes all prior or contemporaneous oral or
written  agreements concerning such Confidential Information. This Agreement may
not  be  amended  except  by  the  written  agreement  signed  by  authorized
representatives  of  both  parties.  This  agreement  will  be  governed  by and
construed  in  accordance  with  the  laws  of the Province of British Columbia,
excluding  that  body  of  British  Columbia  law  concerning  conflicts of law.
Understood  and  agreed to by the duly authorized representative of the parties:


Cordexa

Signature          _________________________________     Date:


IBM  Canada  Ltd.

Signature:     _________________________________     Date


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SCHEDULE  B

MOU  ACTION  PLANS

RECURRING  ACTIONS

Monthly  -  IBM  Canada  and  Cordexa  MOU  management  team  meets  to:

-    review  progress  and  results  from  the  previous  month;
-    develop  action  plans  for  the  next  month;
-    identify  and  discuss  Additional  Opportunities  as  appropriate;
-    recommend  additions  and  modifications  to  the  MOU.

This  meeting may be combined with other MOU management team activities, such as
a  site  visit,  planning  session,  or  other  activity.

Yearly  -  IBM  Canada  and  Cordexa  sponsoring  executives  meet  to:

-    review  progress  and  results  from  the  previous  year;
-    discuss  and  approve  major  changes  to  the  MOU  as  appropriate;
-    determine  if  the  MOU  should  be  continued  into  the  year.

CURRENT  ACTION  PLAN  -  THE  NEXT  STEP

PROPOSED  ACTION  ITEMS

-    Cordexa  to  develop  appropriate  go-forward  strategy
-    IBM  Canada  stakeholders  to  participate  in   day  workshop with Cordexa
development  leads  to  better  understand  each  company's  offerings.
-    Resource Cordexa skills in support of skills needed and timeline to be met.


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