EXHIBIT 4.2

                    CONVERTIBLE DEBENTURE PURCHASE AGREEMENT

                                    Between

                             CORDEXA HOLDINGS, INC.
         ______________________________________________________________

                                       and

                              VITEL VENTURES, INC.

                                 October 1, 2004


<PAGE>

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS
                                -----------------
<S>                                                             <C>

ARTICLE  I CERTAIN DEFINITIONS. . . . . . . . . . . . . . . . . . .   1
   1.1  Certain Definitions . . . . . . . . . . . . . . . . . . . .   1

ARTICLE II  PURCHASE AND SALE OF CONVERTIBLE DEBENTURES . . . . . .   3
   2.1  Purchase and Sale; Purchase Price . . . . . . . . . . . . .   3

ARTICLE III  REPRESENTATIONS AND WARRANTIES. .. . . . . . . . . . .   3
   3.1  Representations, Warranties and Agreements of the Company .   3
   3.2  Representations and Warranties of Vitel . . . . . . . . . .   5

ARTICLE IV  OTHER AGREEMENTS OF THE PARTIES . . . . . . . . . . . .   8
   4.1  Manner of Offering. . . . . . . . . . . . . . . . . . . . .   8
   4.2  Piggy Back Registration Rights. . . . . . . . . . . . . . .   8
   4.3  Blue Sky Laws . . . . . . . . . . . . . . . . . . . . . . .   9
   4.4  Furnishing of Rule 144(c) Materials . . . . . . . . . . . .   9
   4.5  Conversion Proceedures. . . . . . . . . . . . . . . . . . .   9
   4.6  Redemption Restrictions . . . . . . . . . . . . . . . . . .   9
   4.7  Merger or Consolidation . . . . . . . . . . . . . . . . . .   9
   4.8  Short Sales . . . . . . . . . . . . . . . . . . . . . . . .  10

ARTICLE V  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . .  10
   5.1  Entire Agreement; Amendments. . . . . . . . . . . . . . . .  10
   5.2  Notices . . . . . . . . . . . . . . . . . . . . . . . . . .  10
   5.3  Amendments; Waivers . . . . . . . . . . . . . . . . . . . .  11
   5.4  Headings. . . . . . . . . . . . . . . . . . . . . . . . . .  11
   5.5  Successors and Assigns. . . . . . . . . . . . . . . . . . .  11
   5.6  No Third Party Beneficiaries. . . . . . . . . . . . . . . .  11
   5.7  Governing Law; Venue; Service of Process. . . . . . . . . .  12
   5.8  Counterpart Signatures. . . . . . . . . . . . . . . . . . .  12
   5.9  Severability. . . . . . . . . . . . . . . . . . . . . . . .  12
</TABLE>


EXHIBIT  LIST:

Exhibit  A     Convertible  Debenture


<PAGE>

     THIS  CONVERTIBLE  DEBENTURE  PURCHASE  AGREEMENT ("Agreement") is made and
entered  into  as  of  October  1,  2004,  between  Cordexa  Holdings,  Inc.,  a
corporation  organized and existing under the laws of the State of Delaware (the
"Company")  with its offices at 605-475 Howe Street, Vancouver, British Columbia
V6C 2B3 Canada, and Vitel Ventures, Inc., a corporation organized under the laws
of  the  Cayman Islands with its offices at 802 Grand Pavilion, 1st Floor, Grand
Cayman,  Cayman  Islands  BWI  ("Vitel").

     WHEREAS,  subject  to the terms and conditions set forth in this Agreement,
the Company desires to issue and sell to Vitel and Vitel desires to acquire from
the  Company  an aggregate principal amount of Thirty-Five Thousand U.S. Dollars
($35,000)  of  the Company's Convertible Debentures, due October 1, 2005, at the
aggregate price of Thirty-Five Thousand Dollars ($35,000) in the form of Exhibit
A (the " Debentures") in exchange for the payment by Vitel of the Purchase Price
(as  herein  defined).

     IN  CONSIDERATION  of the mutual covenants contained in this Agreement, the
Company  and  Vitel  agree  as  follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

     1.1     Certain  Definitions.  As  used  in  this Agreement, and unless the
             --------------------
context  requires  a  different  meaning,  the following terms have the meanings
indicated:

     "Affiliate" means, with respect to any Person, any Person that, directly or
      ---------
indirectly,  controls,  is  controlled  by  or is under common control with such
Person.  For  the  purposes  of  this  definition,  "control"  (including,  with
correlative meanings, the terms "controlled by" and "under common control with")
shall  mean  the  possession,  directly or indirectly, of the power to direct or
cause  the  direction  of  the  management  and policies of such Person, whether
through  the  ownership  of  voting  securities  or  by  contract  or otherwise.

     "Agreement"  shall have the meaning set forth in the introductory paragraph
      ---------
of  this  Agreement.

     "Business  Day"  means  any  day  except Saturday, Sunday and any day which
      -------------
shall  be a legal holiday or a day on which banking institutions in the State of
New York are authorized or required by law or other government actions to close.

     "Change  of  Control" means the acquisition, directly or indirectly, by any
      --------------------
Person of ownership of, or the power to direct the exercise of voting power with
respect  to,  a  majority  of  the  issued  and outstanding voting shares of the
Company.

     "Commission"  means  the  Securities  and  Exchange  Commission.
      ----------


<PAGE>

     "Common  Stock"  means  shares  now or hereafter authorized of the class of
      -------------
common  stock,  par value $.001 per share, of the Company and stock of any other
class  into  which  such shares may hereafter have been reclassified or changed.

     "Company"  shall  have the meaning set forth in the introductory paragraph.
      -------

     "Conversion  Date"  shall  have  the  meaning  set forth in the Debentures.
      ----------------

     "Conversion Price" shall be $.10 per share of Common Stock, as set forth in
      ----------------
the  Debentures.



     "Debentures"  shall  have  the  meaning  set  forth  in  the  recital.
      ----------

     "Default"  means  any  event  or  condition  which  constitutes an Event of
      -------
Default  or  which  with  the  giving  of notice or lapse of time or both would,
unless  cured  or  waived,  become  an  Event  of  Default.

     "Exchange  Act"  means  the  Securities  Exchange  Act of 1934, as amended.
      -------------

     "Execution  Date"  means  the  date  of this Agreement first written above.
      ---------------

     "Interest  Shares"  shall  mean  any  shares of Common Stock of the Company
      ----------------
issued  in  payment  of interest in accordance with the terms of the Debentures.

     "Material  Adverse  Effect"  shall  have  the  meaning set forth in Section
      -------------------------
3.1(a).

     "Notice  of  Conversion" shall have the meaning set forth in the Debenture.
      ----------------------

     "Original  Issuance  Date"  shall  have  the  meaning  set  forth  in  the
      ------------------------
Debentures.

     "Person"  means  an  individual  or  a  corporation,  partnership,  trust,
      ------
incorporated  or  unincorporated  association,  joint venture, limited liability
company,  joint stock company, government (or an agency or political subdivision
thereof)  or  other  entity  of  any  kind.

     "Piggy  Back  Registration  Rights"  shall  have  the  meaning set forth in
      ---------------------------------
Section  4.2.

     "Proceeding"  means  an  action,  claim,  suit, investigation or proceeding
      ----------
(including,  without limitation, an investigation or partial proceeding, such as
a  deposition),  whether  commenced  or  threatened.

     "Purchase  Price"  shall  have  the  meaning  set  forth in Section 2.1(a).
      ---------------

     "Redemption Price" shall mean an amount equal to one hundred percent (100%)
      -----------------
of  the  sum  of  (a) the outstanding principal balance of this Debenture at the
date  of  redemption,  and (b) all of the accrued and unpaid interest due on the
Debenture  at  the  date  of  redemption.


<PAGE>

     "Vitel"  shall  have  the  meaning  in  the  introductory  paragraph.
      -----

     "Securities"  means  the Debentures, the Underlying Shares and the Interest
      ----------
Shares.

     "Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.
      ---------------

     "Transaction  Documents"  means  this  Agreement  and  Exhibit  A  hereto.
      ----------------------

     "Underlying Shares" means the shares of duly issued Common Stock into which
      -----------------
the  Debentures  are  convertible  in  accordance  with the terms hereof and the
Debentures.

                                   ARTICLE II

                   PURCHASE AND SALE OF CONVERTIBLE DEBENTURES

     2.1     Purchase  and  Sale;  Purchase  Price.
             -------------------------------------

(a)     Subject  to  the terms and conditions set forth herein, the Company
shall  issue  and sell and Vitel shall purchase an aggregate principal amount of
Thirty-Five  Thousand  U.S.  Dollars  ($35,000)  (the  "Purchase  Price") of the
Debentures.  The  Debentures  shall  have the respective rights, preferences and
privileges  as  set  forth  in  the  Debentures  annexed  hereto  as  Exhibit A.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     3.1     Representations,  Warranties  and  Agreements  of the Company.  The
             -------------------------------------------------------------
Company  hereby  makes  the  following  representations and warranties to Vitel:

(a)     Organization and Qualification.  The Company is a corporation, duly
        ------------------------------
incorporated,  validly existing and in good standing under the laws of the State
of Delaware, with the requisite corporate power and authority to own and use its
properties  and assets and to carry on its business as currently conducted.  The
Company  has  no  subsidiaries  other  than  Cordexa  Networks Corp., a Canadian
corporation,  incorporated  on  December  5,  2002  (the  "Subsidiary").  The
Subsidiary  is  a  corporation,  duly incorporated, validly existing and in good
standing  under the laws of the jurisdiction of its incorporation, with the full
corporate  power  and  authority to own and use its properties and assets and to
carry  on  its  business  as  currently  conducted.  Each of the Company and the
Subsidiary is duly qualified to do business and is in good standing as a foreign
corporation  in  each jurisdiction in which the nature of the business conducted
or  property  owned  by  it makes such qualification necessary, except where the
failure  to  be so qualified or in good standing, as the case may be, would not,
individually  or in the aggregate, have a material adverse effect on the results
of  operations, assets, prospects, or financial condition of the Company and the
Subsidiary,  taken  as  a  whole  (a  "Material  Adverse  Effect").


<PAGE>

(b)     Authorization,  Enforcement.  The  Company  has  the requisite corporate
        ---------------------------
power  and  authority  to  enter  into  and  to  consummate  the  transactions
contemplated  hereby  and  by  each  other Transaction Document and to otherwise
carry  out its obligations hereunder and thereunder.  The execution and delivery
of  this  Agreement and each of the other Transaction Documents to which it is a
party by the Company and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action on the part
of  the  Company.  Each  of  this  Agreement  and  each of the other Transaction
Documents  to  which  it  is  a  party  has been or will be duly executed by the
Company  and  when delivered in accordance with the terms hereof or thereof will
constitute  the  valid and binding obligation of the Company enforceable against
the  Company  in accordance with its terms, except as such enforceability may be
limited  by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium,
liquidation  or similar laws relating to, or affecting generally the enforcement
of,  creditors'  rights and remedies or by other equitable principles of general
application.

(c)     Issuance  of  Securities.  The  Debentures and the Underlying Shares and
        ------------------------
any  Interest  Shares  have been duly and validly authorized for issuance, offer
and  sale  pursuant to this Agreement and, when issued and delivered as provided
hereunder  or  in  the  Debentures  against payment in accordance with the terms
hereof,  shall  be  valid  and  binding  obligations  of the Company enforceable
against  the  Company  in  accordance  with their respective terms.  The Company
shall  at  all  times  while the Debentures are outstanding maintain an adequate
reserve  of shares of Common Stock to enable it to perform its obligations under
this  Agreement  and  the  Debentures  except  as  otherwise  permitted  in this
Agreement  or  the  Debentures.  When issued in accordance with the terms hereof
and  the  Debentures,  the  Securities  will be duly authorized, validly issued,
fully  paid  and  non-assessable.

(d)     No Conflicts.  The execution, delivery and performance of this Agreement
        ------------
and  the  other Transaction Documents by the Company and the consummation by the
Company  of the transactions contemplated hereby and thereby do not and will not
(i)  conflict  with or violate any provision of its Certificate of Incorporation
or  bylaws  (each  as  amended  through  the  date hereof) or (ii) be subject to
obtaining  any  of the consents referred to in Section 3.1(e), conflict with, or
constitute  a  default  (or  an event which with notice or lapse of time or both
would  become  a  default)  under,  or give to others any rights of termination,
amendment,  acceleration  or  cancellation  of,  any  agreement,  indenture  or
instrument  to  which  the Company is a party, or (iii) result in a violation of
any  law,  rule,  regulation,  order,  judgment,  injunction,  decree  or  other
restriction  of  any  court  or  governmental  authority to which the Company is
subject (including, but not limited to, those of other countries and the federal
and state securities laws and regulations), or by which any property or asset of
the  Company  is  bound  or  affected,  except  in the case of clause (ii), such
conflicts,  defaults, terminations, amendments, accelerations, cancellations and
violations  as  would  not,  individually  or  in the aggregate, have a Material
Adverse Effect.  The business of the Company is not being conducted in violation
of its certificate of incorporation or by laws or in any material respect of any
law,  ordinance  or  regulation  of  any  governmental  authority.


<PAGE>

(e)     Consents  and  Approvals.  The  Company has obtained the approval of its
        ------------------------
board  of  directors and stockholders in connection with the execution, delivery
and  performance  by  the  Company  of  this  Agreement.

(f)        Current  Registration  Statement on Form SB-2.  The Company currently
           ---------------------------------------------
has  a  registration statement filed with and in review by the Commission.  This
registration  statement  was  initially  filed on April 8, 2003 and has not been
declared effective by the Commission.  The registration statement will offer for
sale  1,026,500 shares of the Company's Common Stock now held by certain selling
shareholders.

(g)     Litigation; Proceedings.  There is no action, suit, notice of violation,
        -----------------------
proceeding  or  investigation  pending or, to the best knowledge of the Company,
threatened  against the Company or any of its properties before or by any court,
governmental  or  administrative agency or regulatory authority (federal, state,
county,  local  or  foreign)  which  could have a Material Adverse Effect on the
Company  or  which  relates  to  or  challenges  the  legality,  validity  or
enforceability  of  any  of  the  Transaction  Documents,  the  Debentures,  the
Underlying  Shares  and  the  Interest  Shares.

     (h)     No  Default  or Violation.  The Company (i) is not in default under
             -------------------------
or  in  vio-lation  of  any  indenture,  loan  or  credit agreement or any other
agreement  or  instrument  to  which  it is a party or by which it or any of its
properties  is  bound,  except  such  defaults  or  violations  as do not have a
Material  Adverse  Effect,  (ii)  is not in violation of any order of any court,
arbitrator  or  governmental  body,  except for such violations as do not have a
Material  Adverse  Effect,  or (iii) is not in violation of any statute, rule or
regulation  of  any  governmental  authority which could (individually or in the
aggregate) (x) adversely affect the legality, validity or enforceability of this
Agreement,  (y)  have  a  Material  Adverse  Effect  or (z) adversely impair the
Company's  ability  or  obligation  to  perform  fully  on  a  timely  basis its
obligations  under  this  Agreement.

     3.2     Representations  and  Warranties of Vitel.  Vitel hereby represents
             -----------------------------------------
and  warrants  to  the  Company  as  follows:

(a)     Organization;  Authority.  Vitel  is a corporation, duly organized,
        ------------------------
validly  existing and in good standing under the laws of the jurisdiction of its
formation with the requisite power and authority to enter into and to consummate
the  transactions contemplated hereby and by the other Transaction Documents and
otherwise  to  carry  out  its  obligations  hereunder  and  thereunder.  The
acquisition  of  the Debentures to be purchased by Vitel hereunder has been duly
authorized  by  all  necessary  action on the part of Vitel.  This Agreement has
been  duly executed and delivered by Vitel and constitutes the valid and legally
binding  obligation  of  Vitel,  enforceable  against  it in accordance with its
terms,  except  as  such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to, or affecting
generally  the enforcement of, creditors rights and remedies or by other general
principles  of  equity.


<PAGE>

(b)     Investment Intent.  Vitel is acquiring the Debentures to be purchased by
        -----------------
it  hereunder,  and  will  acquire  the  Underlying  Shares  relating  to  such
Debentures, for its own account for investment purposes only and not with a view
to  or for distributing or reselling such Debentures or Underlying Shares or any
part  thereof  or  interest therein, without prejudice, however, to such Vitel's
right,  subject  to  the  provisions  of this Agreement, at all times to sell or
otherwise  dispose of all or any part of such Debentures or Underlying Shares in
compliance  with  applicable  federal  and  state  securities  laws.

(c)     Experience  of  Vitel.  Vitel,  either  alone  or  together  with  its
        ---------------------
representatives,  has  such knowledge, sophistication and experience in business
        -
and  financial matters so as to be capable of evaluating the merits and risks of
an  investment  in  the  Securities  to  be acquired by it hereunder, and has so
evaluated  the  merits  and  risks  of  such  investment.

(d)     Ability  of Vitel to Bear Risk of Investment.  Vitel is able to bear the
        --------------------------------------------
economic  risk of an investment in the Securities to be acquired by it hereunder
and, at the pre-sent time, is able to afford a complete loss of such investment.

(e)     Access  to Information. Vitel acknowledges that it has been afforded (i)
        ----------------------
the  opportunity  to  ask  such  questions as it has deemed necessary of, and to
receive  answers  from,  representatives of the Company concerning the terms and
conditions  of  the  Securities  and  the  merits  and risks of investing in the
Securities;  (ii)  access  to  information  about  the Company and the Company's
financial condition, results of operations, business, properties, management and
prospects  sufficient to enable it to evaluate its investment in the Securities;
and  (iii)  the  opportunity  to  obtain  such  additional information which the
Company  possesses or can acquire without unreasonable effort or expense that is
necessary  to  make  an  informed  investment  decision  with  respect  to  the
investment.

(f)     Reliance.  Vitel  understands  and  acknowledges that (i) the Debentures
        --------
being  offered  and  sold  to  it  hereunder  are being offered and sold without
registration under the Securities Act in a private placement that is exempt from
the  registration  provisions  of  the  Securities  Act  under  section 4(2) and
Regulation  S  under  the  Securities  Act  and  (ii)  the  availability of such
exemption  depends  in part on, and that the Company will rely upon the accuracy
and  truthfulness  of,  the  foregoing  representations  and  such  Vitel hereby
consents  to  such  reliance.

(g)     Regulation  S.  Vitel  understands  and  acknowledges  that  (A)  the
        -------------
Debentures   have  not  been registered under the Securities Act, are being sold
in  reliance  upon  an exemption from registration afforded by Regulation S; and
that  the  Debentures  have  not  been  registered  with  any  state  securities
commission  or  authority; (B) pursuant to the requirements of Regulation S, the
Debentures  and  Underlying  Shares  may  not  be transferred, sold or otherwise
exchanged  unless  in  compliance  with  the  provisions  of Regulation S and/or
pursuant  to  registration under the Securities Act, or pursuant to an available
exemption  hereunder; and (C) the Company is under no obligation to register the
Debentures or Underlying Shares under the Securities Act or any state securities
law,  or  to  take  any  action to make any exemption from any such registration
provisions  available.


<PAGE>

     Vitel  is  not  a  U.S.  Person and is not acquiring the Debentures for the
account  of  any U.S. Person; (B) no director or executive officer of Vitel is a
national  or citizen of the United States; and (C) it is not otherwise deemed to
be  a  "U.S.  Person"  within  the  meaning  of  Regulation  S.


     Vitel is purchasing the Debentures for its own account and risk and not for
the  account or benefit of a U.S. Person as defined in Regulation S and no other
person  has  any  interest  in  or participation in the Debentures or any right,
option,  security  interest,  pledge  or other interest in or to the Debentures.
Vitel  understands,  acknowledges and agrees that it must bear the economic risk
of  its  investment  in the Debentures for an indefinite period of time and that
prior  to  any  such  offer  or sale, the Company may require, as a condition to
effecting a transfer of the Debentures, an opinion of counsel, acceptable to the
Company,  as to the registration or exemption therefrom under the Securities Act
and  any  state  securities  acts,  if  applicable.

     Vitel  will,  after  the  expiration of the Restricted Period, as set forth
under  Regulation  S  Rule  903(b)(3)(iii)(A),  offer, sell, pledge or otherwise
transfer the Debentures and Underlying Shares only in accordance with Regulation
S,  or  pursuant  to an available exemption under the Securities Act and, in any
case,  in  accordance  with  applicable state securities laws.  The transactions
contemplated  by  this Agreement have neither been pre-arranged with a purchaser
who  is  in  the  U.S.  or  who is a U.S. Person, nor are they part of a plan or
scheme  to  evade  the  registration  provisions  of  the  United States federal
securities  laws.

     The  offer  leading  to  the sale evidenced hereby was made in an "offshore
transaction."  For purposes of Regulation S, Vitel understands that an "offshore
transaction"  as  defined  under Regulation S is any offer or sale not made to a
person  in  the  United  States  and  either  (A)  at  the time the buy order is
originated,  the  purchaser  is  outside the United States, or the seller or any
person  acting  on  his behalf reasonably believes that the purchaser is outside
the  United  States;  or  (B)  for purposes of (1) Rule 903 of Regulation S, the
transaction  is  executed  in,  or  on or through a physical trading floor of an
established  foreign  exchange  that is located outside the United States or (2)
Rule  904  of  Regulation  S,  the transaction is executed in, on or through the
facilities  of  a  designated offshore securities market, and neither the seller
nor  any  person  acting  on  its  behalf  knows  that  the transaction has been
prearranged  with  a  buyer  in  the  U.S.

     Neither Vitel nor any Affiliate or any Person acting on Vitel's behalf, has
made  or  is aware of any "directed selling efforts" in the United States, which
is  defined in Regulation S to be any activity undertaken for the purpose of, or
that could reasonably be expected to have the effect of, conditioning the market
in  the  United  States  for  any  of  the  Debentures  being  purchased hereby.

     Vitel  understands  that  the Company is the seller of the Debentures which
are  the  subject  of  this  Agreement, and that, for purpose of Regulation S, a
"distributor"  is  any  underwriter,  dealer  or  other person who participates,
pursuant to a contractual arrangement, in the distribution of securities offered
or  sold  in  reliance  on  Regulation S and that an "affiliate" is any partner,
officer,  director  or any person directly or indirectly controlling, controlled
by or under common control with any person in question.  Vitel agrees that Vitel
will  not, during the Restricted Period set forth under Rule 903(b)(iii)(A), act
as  a  distributor,  either directly or though any affiliate, nor shall it sell,
transfer, hypothecate or otherwise convey the shares of Debentures other than to
a  non-U.S.  Person.

     Vitel  acknowledges that the Debentures will bear a legend in substantially
the  following  form:

THE  DEBENTURES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN
"OFFSHORE  TRANSACTION"  IN  RELIANCE  UPON  REGULATION  S AS PROMULGATED BY THE
SECURITIES  AND  EXCHANGE COMMISSION. ACCORDINGLY, THE SECURITIES REPRESENTED BY
THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES  ACT")  AND  MAY  NOT  BE  TRANSFERRED OTHER THAN IN ACCORDANCE WITH
REGULATION  S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AN  AVAILABLE  EXEMPTION  FROM  REGISTRATION  UNDER  THE  SECURITIES  ACT,  THE
AVAILABILITY  OF  WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
THE  SECURITIES REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING
TRANSACTIONS  UNLESS  SUCH  TRANSACTIONS  ARE  CONDUCTED  IN COMPLIANCE WITH THE
SECURITIES  ACT.

     The  Company acknowledges and agrees that Vitel makes no representations or
warranties with respect to the transactions contemplated hereby other than those
specifically  set  forth  in  this  Section  3.2.

                                   ARTICLE IV

                         OTHER AGREEMENTS OF THE PARTIES

     4.1     Manner  of  Offering.  The  Securities are being issued pursuant to
             --------------------
section  4(2)  and  Regulation  S  of  the  Securities  Act.

     4.2    Piggy  Back  Registration  Rights. If  the  Company  registers  any
            ------------------------------
securities  for  public  sale,  the  Vitel  stockholders  shall  have  piggyback
registration  rights  under  this  Agreement  to  include  their  shares  in the


<PAGE>

registration.  This  does  not  include the right register shares in the current
registration  statement filed with the Commission on April 8, 2003 referenced in
this  Section  3.1. The underwriters of any underwritten offering have the right
      ------------
to  limit the number of shares registered by these stockholders due to marketing
reasons,  provided  that  the  number  of shares held by Vitel stockholders with
Piggyback  Registration  Rights may not be limited to less than 30% of the total
number  of  shares to be included in the registration. We must pay all expenses,
except  for underwriters' discounts and commissions, incurred in connection with
these  piggyback  registration  rights.

     4.3    Blue Sky Laws.  The Company shall cooperate with Vitel in connection
            ---------------
with  the  exemption from registration of the Securities under the securities or
Blue  Sky  laws  of  such jurisdictions as Vitel may request; provided, however,
that  the  Company shall be not required in connection therewith to qualify as a
foreign  corporation  where  they  are  not  now  so  qualified.

     4.4    Furnishing of Rule 144(c) Materials.  The Company shall, for so long
            ------------------------------------
as  any  of the Securities remain outstanding and during any period in which the
Company  is  not  subject  to  Section  13  or  15(d)  of the Exchange Act, make
available  to any registered holder of the Securities ("Holder" or "Holders") in
connection  with  any sale thereof and any prospective Holder of such Securities
from  such  Person,  such information in accordance with Rule 144(c) promulgated
under  the  Securities  Act as is required to sell the Securities under Rule 144
promulgated  under  the  Securities  Act.

     4.5    Conversion  Procedures.  The  Debentures  set  forth the procedures,
            -----------------------
including such other information and instructions as may be reasonably necessary
to  enable  the  Holder  or its permitted transferee(s) to exercise the right of
conversion  smoothly  and  expeditiously.

     4.6    Redemption  Restrictions.  Notwithstanding  any  provision  of this
            ------------------------
Agreement  to  the  contrary,  if  any  redemption  of  the Debentures otherwise
required  under  this  Agreement  or  the  Debentures would be prohibited in the
absence  of  consent  from  any  lender to the Company, or by the holders of any
class  of  securities  of the Company, the Company shall use its best efforts to
obtain  such  consent  as  promptly  as practicable after any such redemption is
required.  Interest  payable  by the Company with respect to any such redemption
shall accrue in accordance with the terms of the Debenture until such consent is
obtained.  Nothing  contained in this Section 4.6 shall be construed as a waiver
by Vitel of any rights it may have by virtue of any breach of any representation
or warranty of the Company herein as to the absence of any requirement to obtain
any  such  consent.

     4.7    Merger  or  Consolidation.  Until  the  full  conversion  of  the
            -------------------------
Debentures,  in  the  event  that  the Company and each Subsidiary engages, in a
single  transaction  or  a  series of related transactions, that cause it to (i)
consolidate  with  or merge with or into any other Person, (ii) permit any other
Person  to  consolidate  with  or  merge  into  it, or (iii) undergo a Change of
Control,  then  at  the  option of the Company exercisable by giving thirty (30)
days  written  notice  to  Vitel, the Company may request that Vitel convert all
Debentures  then  held  by Vitel into Common Stock upon the terms and conditions
set  forth  in  the  Debenture.  If Vitel does not comply with such request, the
Company  may  redeem all Debentures held by Vitel at an aggregate purchase price
equal  to  the  Redemption  Price.


<PAGE>

     4.8    Short  Sales.  Vitel  agrees  it  will not enter into any Short
            -------------
Sales  (as  hereinafter  defined)  until  the date that Vitel no longer owns any
Debentures  or  shares  of  Company  Common Stock.  For purpose hereof, a "Short
Sale"  shall mean a sale of Common Stock by Vitel that is marked as a short sale
and  that is made at a time when there is no equivalent offsetting long position
in  the  Common  Stock  by  Vitel.

                                    ARTICLE V

                                  MISCELLANEOUS

     5.1     Entire  Agreement;  Amendments.  This  Agreement, together with the
             ------------------------------
Exhibit  annexed  hereto,  and any other Transaction Document contain the entire
understanding  of  the  parties  with  respect  to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, with respect
to  such  matters.  This  Agreement  shall  be  deemed  to have been drafted and
negotiated  by  both  parties  hereto  and no presumptions as to interpretation,
construction  or enforceability shall be made by or against either party in such
regard.

     5.2    Notices.  Any notice, request, demand, waiver, consent, approval, or
            -------
other  communication  which  is  required  or permitted to be given to any party
hereunder  shall  be in writing and shall be deemed to have been duly given only
if  delivered  to  the  party  personally or sent to the party by facsimile upon
electronic  confirmation and receipt (promptly followed by a hard-copy delivered
in  accordance  with  this  Section  5.2)  or  three  days after being mailed by
registered  or  certified  mail  (return  receipt  requested),  with postage and
registration  or  if  sent  by  nationally recognized overnight courier, one day
after being mailed certification fees thereon prepaid, addressed to the party at
its  address  set  forth  below:

If to Company:      Cordexa  Holdings,  Inc
                    605-475  Howe  Street
                    Vancouver,  British  Columbia  V6C  2B3
                    Canada
                    Attn:  Scott  Kerr
                    Tel:  604.647.1180
                    Fax:  604.608.5482

With  a  copy  to:  Gottbetter  &  Partners,  LLP
                    488  Madison  Avenue,  12th  Floor
                    New  York,  NY  10022
                    Attn:  Adam  S.  Gottbetter,  Esq.
                    Tel:  (212)  400-6900
                    Fax:  (212)  400-6901


<PAGE>

If  to  Vitel:      Vitel  Ventures,  Inc.
                    802  Grand  Pavillion,  1st  Floor
                    Grand  Cayman
                    Cayman  Islands,  BWI
                    Attn:  Mark  Tompkins
                    Tel:  (345)  946-4400
                    Fax:  (345)  946-8614

With  a  copy  to:  Gottbetter  &  Partners,  LLP
                    488  Madison  Avenue,  12th  Floor
                    New  York,  NY  10022
                    Attn:  Adam  S.  Gottbetter,  Esq.
                    Tel:  (212)  400-6900
                    Fax:  (212)  400-6901

or such other address as may be designated hereafter by notice given pursuant to
the  terms  of  this  Section  5.2.

     5.3     Amendments;  Waivers.  No provision of this Agreement may be waived
             --------------------
or  amended  except in a written instrument signed, in the case of an amendment,
by  both  the  Company and Vitel, by the consent of the holders of a majority of
the  principal  balance  of the Debentures then outstanding or, in the case of a
waiver, by the party against whom enforce-ment of any such waiver is sought.  No
waiver of any default with respect to any provision, condition or requirement of
this  Agreement  shall  be  deemed  to be a continuing waiver in the future or a
waiver  of  any  other provision, condition or requirement hereof, nor shall any
delay  or omission of either party to exercise any right hereunder in any manner
impair  the  exercise  of  any  such  right  accruing  to  it  thereafter.

     5.4    Headings.  The  headings  herein  are  for  convenience only, do not
             --------
constitute  a  part of this Agreement and shall not be deemed to limit or affect
any  of  the  provisions  hereof.

     5.5    Successors  and Assigns.  This  Agreement  shall be binding upon and
            -----------------------
inure  to  the  benefit  of  the  parties  and  their  respective successors and
permitted  assigns.  This  Agreement  and  any  of  the  rights,  interests  or
obligations hereunder may be assigned by Vitel to an accredited investor without
the  consent  of the Company as long as such assignee agrees to be bound by this
Agreement.  This  Agreement  and  any  of  the  rights, interests or obligations
hereunder  may  not be assigned by the Company without the prior written consent
of  Vitel.

     5.6    No  Third  Party  Beneficiaries.  This Agreement is intended for the
            -------------------------------
benefit  of  the  parties  hereto  and their respective permitted successors and
assigns  and is not for the benefit of, nor may any provision hereof be enforced
by,  any  other  person.


<PAGE>

     5.7    Governing  Law;  Venue;  Service  of  Process.  The  parties  hereto
            ---------------------------------------------
acknowledge  that  the  transactions  contemplated  by  this  Agreement  bear  a
reasonable relation to the State of New York.  The parties hereto agree that the
internal  laws  of  the  State  of  New York shall govern this Agreement and the
exhibits  hereto,  including,  but  not limited to, all issues related to usury.
Any  action  to enforce the terms of this Agreement or any of its exhibits shall
be brought exclusively in the state and/or federal courts situated in the County
and State of New York.  Service of process in any action to enforce the terms of
this  Agreement  may  be made by serving a copy of the summons and complaint, in
addition to any other relevant documents, by commercial overnight courier to the
other  party  at  its  principal  address  set  forth  in  this  Agreement.

     5.8    Counterpart  Signatures.  This  Agreement  may be executed in two or
            -----------------------
more  counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by  each  party  and delivered to the other party, it being understood that both
parties  need  not sign the same counterpart. In the event that any signature is
delivered  by  facsimile  transmission,  such signature shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page  were  an  original  thereof.

     5.9    Severability.  In  case  any  one  or more of the provisions of this
            ------------
Agreement  shall  be  invalid  or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon  a  valid  and enforceable provision which shall be a reasonable substitute
therefore,  and upon so agreeing, shall incorporate such substitute provision in
this  Agreement.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  as  of  the  date  first  indicated  above.

Cordexa  Holdings,  Inc.                    Vitel  Ventures,  Inc.:


By:  /s/Scott  Kerr                         By:  /s/Mark  Tompkins
     --------------                              -----------------
     Name:  Scott  Kerr                          Name:  Mark  Tompkins
     Title:  President                           Title:  President


<PAGE>

                                    EXHIBIT A

NEITHER  THESE  SECURITIES  NOR  THE  SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE  HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE  SECURITIES  COMMISSION  OF  ANY  STATE  IN  RELIANCE UPON AN EXEMPTION FROM
REGISTRATION  UNDER  SECTION  4(2) OF OR REGULATION S PROMULGATED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IN COMPLIANCE WITH
APPLICABLE  STATE  SECURITIES  LAWS.

US  $35,000                                                    October  1,  2004

                    CONVERTIBLE DEBENTURE DUE OCTOBER 1, 2005

     THIS  DEBENTURE  of  Cordexa  Holdings,  Inc.,  a Delaware corporation (the
"Company") in the aggregate principal amount of Thirty-Five Thousand Dollars (US
$35,000), is designated as its $35,000 Convertible Debenture due October 1, 2005
(the  "Debentures").

     FOR  VALUE  RECEIVED,  the  Company promises to pay to Vitel Ventures, Inc.
(the  "Holder"), the principal sum of Thirty-Five Thousand Dollars (US $35,000),
on or prior to October 1, 2005 (the "Maturity Date"), and to pay interest to the
Holder  on the principal sum at the rate of ten percent (10%) per annum.  Except
as  otherwise provided herein, interest shall accrue daily commencing on October
1,  2004  in  the  form  of  cash or Common Stock of the Company selected by the
Company  subject to the provisions of Section 2(b) hereof, until payment in full
of  the  principal  sum, together with all accrued and unpaid interest, has been
made or duly provided for.   This Debenture shall be paid to the person in whose
name  this  Debenture (or one or more successor Debentures) is registered on the
records  of  the  Company regarding registration and transfers of the Debentures
(the "Debenture Register"); provided however, that the Company's obligation to a
transferee  of  this  Debenture shall arise only if such transfer, sale or other
disposition  is  made  in accordance with the terms and conditions hereof and of
the  Convertible  Debenture Purchase Agreement (the "Purchase Agreement") by and
between  the Company and Vitel Ventures, Inc.), dated as of  October 1, 2004, as
the  same  may be amended from time to time.  A transfer of the right to receive
principal under this Debenture shall be transferable only through an appropriate
entry  in  the  Debenture  Register  as  provided  herein.

     This  Debenture  is  subject  to  the  following  additional  provisions:


<PAGE>

     Section  1.     Definitions.  Capitalized  terms  used  and  not  otherwise
     ----------      -----------
defined  herein  shall  have  the  meanings  given  such  terms  in the Purchase
Agreement.  As  used  in  this  Agreement,  the  following  terms shall have the
following  meanings:

     "Business  Day"  means  any  day  except Saturday, Sunday and any day which
shall  be a legal holiday or a day on which banking institutions in the State of
New York are authorized or required by law or other government actions to close.

     "Change  of  Control" means the acquisition, directly or indirectly, by any
Person of ownership of, or the power to direct the exercise of voting power with
respect  to,  a  majority  of  the  issued  and outstanding voting shares of the
Company.

     "Company"  shall  mean  Cordexa  Holdings, Inc. (as defined in the Purchase
Agreement).

     "Common  Stock"  shall  mean  the  Common Stock (as defined in the Purchase
Agreement).

     "Conversion  Date" shall have the meaning set forth in Section 4(a) hereof.

     "Conversion  Ratio"  means, at any time, a fraction, the numerator of which
is  the  then  outstanding  principal  amount represented by the Debentures plus
accrued  but  unpaid  interest  thereon,  and  the  denominator  of which is the
conversion  price  at  such  time.

     "Fixed  Conversion  Price"  shall  have  the  meaning  set forth in Section
4(c)(i)  hereof.

     "Notice  of  Conversion"  shall  have the meaning set forth in Section 4(a)
hereof.

     "Original  Issuance Date" shall mean the date of the first issuance of this
Debenture  regardless  of  the  number  of  transfers  hereof.

     "Purchase  Agreement"  shall  mean  the  Convertible  Debenture  Purchase
Agreement  dated  October  1,  2004 between the Company and Vitel Ventures, Inc.

     "Redemption Price" shall mean an amount equal to one hundred percent (100%)
of  the  sum  of  (a) the outstanding principal balance of this Debenture at the
date  of  redemption,  and (b) all of the accrued and unpaid interest due on the
Debenture  at  the  date  of  redemption.

     Section  2.     Denominations  of  Debentures,  Interest.
     ----------

     (a)     The  Debentures  are  exchangeable for an equal aggregate principal
amount  of Debentures of different authorized denominations, as requested by the
Holder surrendering the same, but shall not be issuable in denominations of less
than  integral  multiplies  of  Five Thousand Dollars (US$5,000.00).  No service
charge to the Holder will be made for such registration of transfer or exchange.


<PAGE>

     (b)     Interest  accrued on the principal outstanding sum of the Debenture
shall be due and payable on each October 1 or until the sum of the Debenture has
been  paid  in full. In the event the Company elects to pay interest with Common
Stock,  the  Common  stock  shall  be  valued  at  $.10  Per  Share.

     Section  3.     Events  of  Default  and  Remedies.
     ----------      ----------------------------------
     I.     "Event of Default," when used herein, means any one of the following
events  (whatever  the  reason  and whether any such event shall be voluntary or
involuntary  or effected by operation of law or pursuant to any judgment, decree
or order of any court, or any order, rule or regulation of any administrative or
governmental  body):

     (a)     any  default  in  the  payment of the principal or interest on this
Debenture  as  and  when  the  same  shall  become due and payable either at the
Maturity  Date,  by  acceleration,  conversion,  or  otherwise;

     (b)     the  Company  shall  fail  to observe or perform any other material
covenant, agreement or warranty contained in, or otherwise commit any breach of,
this  Debenture,  and such failure or breach shall not have been remedied within
ten  (10)  Business  Days  of  its  receipt of notice of such failure or breach;

     (c)     the  occurrence  of  any  event or breach or default by the Company
under  the  Purchase Agreement or any other of the Transaction Documents and, if
there  is  a  cure  period,  such failure or breach shall not have been remedied
within  the  cure  period  provided  for  therein;

     (d)     the  Company  or any of its Subsidiaries shall commence a voluntary
case  under  the  United States Bankruptcy Code as now or hereafter in effect or
any  successor  thereto  (the  "Bankruptcy  Code");  or  an  involuntary case is
commenced  against the Company under the Bankruptcy Code and the petition is not
controverted  within  thirty  (30)  days,  or is not dismissed within sixty (60)
days,  after  commencement  of  the  case;  or  a "custodian" (as defined in the
Bankruptcy  Code)  is  appointed for, or takes charge of, all or any substantial
part  of  the  property  of  the  Company  or  the  Company  commences any other
proceeding  under any reorganization, arrangement, adjustment of debt, relief of
debtors,  dissolution,  insolvency  or  liquidation  or  similar  law  of  any
jurisdiction whether now or hereafter in effect relating to the Company or there
is  commenced  against the Company any such proceeding which remains undismissed
for  a  period  of  sixty  (60) days; or the Company is adjudicated insolvent or
bankrupt;  or  any  order  of  relief  or other order approving any such case or
proceeding  is  entered; or the Company suffers any appointment of any custodian
or  the  like  for  it  or  any substantial part of its property which continues
undischarged  or unstayed for a period of thirty (30) days; or the Company makes
a  general assignment for the benefit of creditors; or the Company shall fail to
pay,  or  shall state in writing that it is unable to pay its debts generally as
they  become  due;  or  the Company shall call a meeting of its creditors with a
view to arranging a composition or adjustment of its debts; or the Company shall
by  any  act  or  failure  to  act  indicate  its  consent  to,  approval  of or
acquiescence  in any of the foregoing; or any corporate or other action is taken
by  the  Company  for  the  purpose  of  effecting  any  of  the  foregoing;


<PAGE>

     (e)     the  Company  shall  default  in  any  of its obligations under any
mortgage,  indenture  or instrument under which there may be issued, or by which
there  may be secured or evidenced, any indebtedness of the Company in an amount
exceeding  One Hundred Thousand Dollars ($100,000.00), whether such indebtedness
now  exists  or shall hereafter be created and such default shall result in such
indebtedness  becoming  or  being  declared due and payable prior to the date on
which  it  would  otherwise  become  due  and  payable;  or

     (f)     the Company shall issue a press release, or otherwise make publicly
known,  that it is not honoring a properly executed and duly delivered Notice of
Conversion complying with the terms of this Debenture, the Purchase Agreement or
any  other  Transaction  Document,  for  any  reason  whatsoever.

     II.  (a)     If  any  Event  of Default occurs, and continues beyond a cure
period,  if  any,  then  the  Holder  may,  by  written  notice  to the Company,
accelerate  all  of  the payments due hereunder by declaring all amounts so due,
whereupon  an  amount equal to the Redemption Price shall become immediately due
and  payable  without  presentment, demand, protest or other notice of any kind,
all  of  which  are  waived  by  the Company, notwithstanding anything contained
herein to the contrary, and the Holder may immediately and without expiration of
any  additional  grace  period  enforce  any  and all of its rights and remedies
hereunder  and  all  other  remedies available to it under applicable law.  Such
declaration  may  be  rescinded  and annulled by the Holder at any time prior to
payment  hereunder.  No such rescission or annulment shall affect any subsequent
Event  of  Default  or impair any right consequent thereon.  This shall include,
but  not  be  limited  to  the  right  to  temporary,  preliminary and permanent
injunctive  relief  without  the requirement of posting any bond or undertaking.

     (b)     The  Holder may thereupon proceed to protect and enforce its rights
either  by  suit  in  equity  and/or  by  action  at law or by other appropriate
proceedings  whether  for  the  specific performance (to the extent permitted by
law)  of  any covenant or agreement contained in this Debenture or in aid of the
exercise  of  any  power  granted  in this Debenture, and proceed to enforce the
payment  of  any of the Debentures held by it, and to enforce any other legal or
equitable  right  of  such  Holder.

     (c)     Except  as  expressly provided for herein, the Company specifically
(i)  waives  all  rights  it  may  have  (A)  to notice of nonpayment, notice of
default,  demand, presentment, protest and notice of protest with respect to any
of  the  obligations  hereunder  or the shares of Common Stock and (B) notice of
acceptance  hereof  or  of any other action taken in reliance hereon, notice and
opportunity  to  be  heard  before the exercise by the Holder of the remedies of
self-help,  set-off,  or  other  summary  procedures  and  all other demands and
notices  of  any  type  or description except for cure periods, if any; and (ii)
releases  the  Holder,  its officers, directors, agents, employees and attorneys
from  all  claims  for loss or damage caused by any act or failure to act on the
part  of  the  Holder,  its officers, attorneys, agents, directors and employees
except  for  gross  negligence  or  willful  misconduct.


<PAGE>

     (d)     As  a  non-exclusive  remedy,  upon  the  occurrence of an Event of
Default, the Holder may convert the remaining principal amount of the Debentures
at the Fixed Conversion Price upon giving a Notice of Conversion to the Company.
Except  as  otherwise  provided  herein, the Company shall not have the right to
object  to  the  conversion.

     Section  4.     Conversion.
     ----------      ----------
     (a)     Except  as otherwise set forth herein or in the Purchase Agreement,
the  unpaid  principal amount of this Debenture shall be convertible into shares
of  Common  Stock  at $.10 per share at the option of the Holder, in whole or in
part,  at  any  time,  commencing on the Original Issuance Date.  Any conversion
under  this Section 4(a) shall be for a minimum principal amount of $5,000.00 of
the  Debentures.  The  Holder  shall  effect  conversions  by  surrendering  the
Debenture  to  be  converted  to  the  Company, together with the form of notice
attached  hereto  as Appendix I ("Notice of Conversion") in the manner set forth
in  Section  4  hereof.  Each  Notice  of Conversion shall specify the principal
amount of Debentures to be converted and the date on which such conversion is to
be  effected  (the "Conversion Date") which date shall not be less than ten (10)
Business  Days  after the date on which the Notice of Conversion is delivered to
the  Company.  If the Holder is converting less than all of the principal amount
represented  by  the  Debentures  tendered  by  the  Holder  in  the  Notice  of
Conversion,  the  Company  shall  deliver to the Holder a new Debenture for such
principal  amount as has not been converted within ten (10) Business Days of the
Conversion  Date.  In  the event that the Company holds the Debentures on behalf
of  the  Holder,  the Company agrees that in lieu of surrendering the Debentures
upon every partial conversion, the Company shall give the Company and the Holder
written  notice  of  the  amount  of  the  Debentures  left  unconverted.  Upon
conversion  in  full  of  the  Debentures or upon the Maturity Date, the Company
shall  retain  the  Debentures  for  cancellation.

     (b)     Not  later  than  ten (10) Business Days after the Conversion Date,
the  Company  shall  deliver  to  the  Holder  (i) a certificate or certificates
representing  the  number  of  shares  of  Common  Stock being acquired upon the
conversion of the Debentures, and once the Debentures so converted in part shall
have  been  surrendered  to the Company, the Company shall deliver to the Holder
Debentures  in  the  principal  amount  of  the  Debentures  not  yet converted;
provided, however, that the Company shall not be obligated to issue certificates
evidencing  the  shares  of  Common  Stock  issuable  upon  conversion  of  the
Debentures,  until  the  Debentures  are  either delivered for conversion to the
Company  or any transfer agent for the Debentures or Common Stock, or the Holder
notifies  the  Company  that such Debentures have been lost, stolen or destroyed
and  provides an affidavit of loss and an agreement reasonably acceptable to the
Company indemnifying the Company from any loss incurred by it in connection with
such  loss,  theft  or  destruction.  In  the case of a conversion pursuant to a
Notice  of  Conversion, if such certificate or certificates are not delivered by
the  date  required  under this Section 4(b), the Holder shall be entitled, upon
providing  written notice to the Company at any time on or before its receipt of
such  certificate  or  certificates  thereafter,  to rescind such conversion, in
which  event,  the  Company shall immediately return the Debentures tendered for
conversion.


<PAGE>

      (c) (i)     The  conversion  price for the Debentures in effect on any
Conversion  Date  is  $.10  Per  Share.

          (ii)     If  the  Company, at any time while any of the Debentures are
outstanding,  (a) shall pay a stock dividend or otherwise make a distribution or
distributions  on  shares  of  its Common Stock payable in shares of its capital
stock  (whether payable in shares of its Common Stock or of capital stock of any
class), (b) subdivide outstanding shares of Common Stock into a larger number of
shares,  (c) combine outstanding shares of Common Stock into a smaller number of
shares,  or  (d)  issue  by  reclassification any shares of capital stock of the
Company,  the  Fixed  Conversion  Price  as  applied in Section 4(c)(i) shall be
multiplied  by  a fraction, the numerator of which shall be the number of shares
of Common Stock of the Company outstanding immediately before such event and the
denominator  of  which shall be the number of shares of Common Stock outstanding
immediately  after giving effect to such event.  Any adjustment made pursuant to
this  Section  4(c)(ii) shall become effective immediately after the record date
for  the  determination  of  stockholders  entitled  to receive such dividend or
distribution  and shall become effective immediately after the effective date in
the  case  of  a  subdivision, combination or reclassification, provided that no
adjustment  shall  be  made  if  the  Company  does  not complete such dividend,
distribution,  subdivision,  combination  or  reclassification.

          (iii)     All  calculations  under this Section 4 shall be made to the
nearest  1/1000th  of a cent or the nearest 1/1000th of a share, as the case may
be.  Any  calculation equal to or over .005 shall be rounded up to the next cent
or  share  and  any  calculation  less  than  .005  shall be rounded down to the
previous  cent  or  share.

          (iv)     Whenever  the  Fixed Conversion Price is adjusted pursuant to
this  Section  4,  the  Company  shall  within  ten (10) Business Days after the
determination  of the new Fixed Conversion Price mail and fax (in the manner set
forth  in  Section  4(h)  hereof)  to  the  Holder  and  to each other holder of
Debentures,  a  notice ("Company Notice of Conversion Price Adjustment") setting
forth the Fixed Conversion Price after such adjustment and setting forth a brief
statement  of  the  facts  requiring  such  adjustment.

          (v)     In  case  of  any  reclassification  of  the Common Stock, any
consolidation  or merger of the Company with or into another person, the sale or
transfer  of  all  or  substantially  all  of  the  assets of the Company or any
compulsory  share  exchange pursuant to which the Common Stock is converted into
other  securities,  cash  or  property,  then  each  holder  of  Debentures then
outstanding shall have the right thereafter to convert such Debentures only into
the  shares of stock and other securities and property receivable upon or deemed
to  be  held  by  holders  of  Common  Stock  following  such  reclassification,
consolidation, merger, sale, transfer or share exchange (except in the event the
property is cash, then the Holder shall have the right to convert the Debentures


<PAGE>

and receive cash in the same manner as other stockholders), and the Holder shall
be  entitled upon such event to receive such amount of securities or property as
the  holder  of shares of the Common Stock into which such Debentures could have
been  converted  immediately  prior  to  such  reclassification,  consolidation,
merger, sale, transfer or share exchange would have been entitled.  The terms of
any  such  consolidation, merger, sale, transfer or share exchange shall include
such  terms  so  as  to  continue to give to the Holder the right to receive the
securities or property set forth in this Section 4 upon any conversion following
such  consolidation,  merger,  sale, transfer or share exchange.  This provision
shall  similarly apply to successive reclassifications, consolidations, mergers,
sales,  transfers  or  share  exchanges;

          (vi)     If:

               (A)  the  Company  shall  declare  a  dividend  (or  any  other
               distribution)  on  its  Common  Stock;  or

               (B)  the  Company  shall  declare  a  special  non-recurring cash
               dividend  redemption  of  its  Common  Stock;  or

               (C)  the  Company shall authorize the grant to all holders of the
               Common  Stock rights or warrants to subscribe for or purchase any
               shares  of  capital  stock  of  any  class  or  of any rights; or

               (D)  the  approval  of  any  stockholders of the Company shall be
               required  in  connection  with any reclassification of the Common
               Stock  of the Company (other than a subdivision or combination of
               the  outstanding  shares  of  Common Stock), any consolidation or
               merger  to  which the Company is a party, any sale or transfer of
               all  or  substantially  all  of the assets of the Company, or any
               compulsory  share  exchange whereby the Common Stock is converted
               into  other  securities,  cash  or  property;  or

               (E)  the  Company  shall  authorize  the voluntary or involuntary
               dissolution,  liquidation  or  winding-up  of  the affairs of the
               Company;

then the Company shall cause to be filed at each office or agency maintained for
the  purpose of conversion of Debentures, and shall cause to be mailed and faxed
to  the  Holder  and each other holder of the Debentures at their last addresses
and  facsimile  number  set forth in the Debenture Register at least twenty (20)
calendar  days  prior  to  the  applicable  record or effective date hereinafter
specified,  a  notice  stating (x) the date on which a record is to be taken for
the  purpose  of such dividend, distribution, redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of Common Stock
of  record to be entitled to such dividend, distributions, redemption, rights or
warrants  are  to be determined, or (y) the date on which such reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or  winding-up  is  expected to become effective, and the date as of which it is


<PAGE>

expected  that  holders  of Common Stock of record shall be entitled to exchange
their  shares  of Common Stock for securities or other property deliverable upon
such  reclassification,  consolidation,  merger, sale, transfer, share exchange,
dissolution,  liquidation  or winding-up; provided, however, that the failure to
mail  such  notice  or  any  defect  therein or in the mailing thereof shall not
affect  the  validity  of  the corporate action required to be specified in such
notice.

     (d)     Subject  to  the  terms and limitations set forth in the Debentures
and  the  Purchase Agreement, the Company covenants and agrees that it shall, at
all  times,  authorize,  reserve  and  keep available out of its unissued Common
Stock  solely  for  the purpose of issuance upon conversion of the Debentures as
herein  provided,  free  from  preemptive  rights or any other actual contingent
purchase  rights  of persons other than the Holder of the Debentures, the number
of  shares  of  Common  Stock  as  shall  be  issuable  (taking into account the
adjustments  and  restrictions  of this Section 4 hereof) upon the conversion of
the  aggregate  principal  amount  of  the  outstanding Debentures.  The Company
covenants  that,  subject to the limitations set forth in this Section 4(d), all
shares  of Common Stock that shall be issuable upon conversion of the Debentures
shall,  upon  issuance, be duly and validly authorized and issued and fully paid
and  non-assessable.

     (e)     No  fractional  shares  of  Common  Stock  shall be issuable upon a
conversion  hereunder  and the number of shares to be issued shall be rounded up
to  the  nearest  whole  share.  If  a fractional share interest arises upon any
conversion hereunder, the Company shall eliminate such fractional share interest
by  issuing  to  the  Holder  an  additional  full  share  of  Common  Stock.

     (f)     The  Debentures  converted into Common Stock shall be canceled upon
conversion.

     (g)     On  the  Maturity Date (October 1, 2005), the unconverted principal
amount  of the Debentures shall either be paid off in full by the Company or, if
payment in full is not received within ten (10) Business Days after the Maturity
Date,  convert,  at the option of the Holder, into shares of Common Stock at the
Conversion  Price.

     (h)     Each  Notice  of  Conversion  shall  be  given  by facsimile to the
Company  no  later  than  4:00  pm  New  York  time  on any Business Day, at the
facsimile telephone number and address of the principal place of business of the
Company.  Any  such  notice  shall  be  deemed  given  and  effective  upon  the
transmission  of  such  facsimile at the facsimile telephone number specified in
the  Purchase  Agreement  (with  printed  confirmation of transmission).  In the
event  that  the  Company  receives the Notice of Conversion after 4:00 p.m. New
York  time  on  any day, or the Holder receives the Company Notice of Conversion
Price  Adjustment after 4:00 p.m. New York time, any such notice shall be deemed
to  have  been  given  on  the  next  Business  Day.

     Section  5.     Redemption  of  Debentures.
     ----------      --------------------------
     (a)     On  the  Maturity  Date,  the  Company shall redeem the outstanding
Debentures  held  by  the Holder for the Redemption Price. Prior to the Maturity
Date,  the  Company  may  redeem  all  or  any portion of the Debentures for the
Redemption  Price.


<PAGE>

     (b)     Except  as  provided  in this section 5, neither the Holder nor the
Company  may demand that the Debentures be redeemed. Until all of the Debentures
have  been converted, in the event that the Company and each of its subsidiaries
engages, in a single transaction or a series of related transactions, that cause
it  to  (i) consolidate with or merge with or into any other Person, (ii) permit
any other Person to consolidate with or merge into it, or (iii) undergo a Change
in  Control, then at the option of the Company exercisable by giving thirty (30)
days  written  notice  to  the  Holder,  the Company may request that the Holder
convert  all Debentures then held by the Holder into Common Stock upon the terms
and  conditions  set forth in this Debenture. If the Holder does not comply with
such  request,  the Company may redeem all Debentures held by the Holder for the
Redemption  Price. The Company is not obligated to provide for redemption of the
Debentures  through  a  sinking  fund.

     (c)    No redemption shall be made and no sum set aside for such redemption
at  any  time  that the terms or provisions of any indenture or agreement of the
Company,  including  any  agreement  relating  to  indebtedness,  specifically
prohibits  such  redemption or setting aside or provides that such redemption or
setting  aside  would constitute a breach or default thereunder (after notice or
lapse  of  time or both), except with the written consent of the lender or other
parties  to  said  agreement  as  the  case  may  be.

     (d)    In  the  event  the  Company shall redeem the Debentures as provided
herein,  notice  of  such redemption shall be given by first class mail, postage
prepaid,  or  by  confirmed  facsimile  transmission,  not less than thirty (30)
business days prior to the date fixed by the Board for redemption to each holder
of  Debentures  at the address that appears on the Company's stock record books;
provided, however, that no failure to provide such notice nor any defect therein
shall  affect  the validity of the redemption proceeding except as to the holder
to  whom  the  Company  has  failed  to  send  such  notice  or whose notice was
defective.  Each  notice shall state (i) the redemption date, (ii) the principal
amount  of  Debentures  to be redeemed; (iii) the Redemption Price; and (iv) the
place  or places where Debentures are to be surrendered for payment. When notice
has  been  provided as aforesaid then from and after the redemption date (unless
default  shall  be made by the Company in providing money for the payment of the
Redemption  Price of the Debentures called for redemption) said Debentures shall
no  longer  be  deemed  to  be outstanding and all rights of the Holders thereof
shall  cease  (other  than  the  right to receive the Redemption Price or Common
Stock  with  respect  to converted Debentures). Upon surrender of the Debentures
they  shall  be  redeemed  by  the  Company  at  the  Redemption  Price.

     Section  6.     Absolute  Payment  Obligation;  Limitation  on  Prepayment.
     ----------      ----------------------------------------------------------
Except  as expressly provided herein, no provision of this Debenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to
pay  the  principal  of  this Debenture at the time, place, and rate, and in the
coin  or  currency, herein prescribed.  This Debenture is a direct obligation of
the  Company.  This  Debenture ranks pari passu with all other Debentures now or
hereafter  issued  under the terms set forth herein.  The Company may not prepay
any  portion  of  the  outstanding  principal amount on the Debentures except in
accordance  with  the  Purchase  Agreement  or  Section  5  hereof.


<PAGE>

     Section  7.     No  Rights  of  Stockholders.  Except as otherwise provided
     -----------     ----------------------------
herein or in the Purchase Agreement, this Debenture shall not entitle the Holder
to  any  of  the  rights  of  a  stockholder  of  the Company, including without
limitation,  the right to vote on or consent to any action, to receive dividends
and  other distributions, or to receive any notice of, or to attend, meetings of
stockholders  or  any other proceedings of the Company, unless and to the extent
converted  into  shares  of  Common  Stock  in accordance with the terms hereof.

     Section  8.     Loss,  Theft, Mutilation or Destruction.  If this Debenture
     -----------     ---------------------------------------
shall  be  mutilated,  lost,  stolen or destroyed, the Company shall execute and
deliver,  in  exchange and substitution for and upon cancellation of a mutilated
Debenture,  or  in  lieu  of  or in substitution for a lost, stolen or destroyed
Debenture,  a  new  Debenture  for  the  principal  amount  of this Debenture so
mutilated,  lost,  stolen  or destroyed but only upon receipt of an affidavit of
such  loss,  theft  or  destruction  of such Debenture, and, if requested by the
Company,  an agreement to indemnity the Company in form reasonably acceptable to
the  Company.

     Section  9.     Governing  Law.  This  Debenture  shall  be governed by and
     -----------     --------------
construed  and enforced in accordance with the internal laws of the State of New
York  without  regard to the principles of conflicts of law thereof.  Any action
to  enforce  the  terms  of  this Debenture, the Purchase Agreement or any other
Transaction  Document  shall  be exclusively brought in the state and/or federal
courts in the state and county of New York.  Service of process in any action by
the  Holder to enforce the terms of this Debenture may be made by serving a copy
of  the  summons  and complaint, in addition to any other relevant documents, by
commercial  overnight  courier  to  the  Company at its address set forth in the
Purchase  Agreement.

     Section  10.     Notices.  Any  notice,  request,  demand, waiver, consent,
     ------------     -------
approval  or  other  communication which is required or permitted to be given to
any  party  hereunder shall be in writing and shall be deemed duly given only if
delivered  to  the  party  personally  or  sent  to  the party by facsimile upon
electronic  confirmation  receipt (promptly followed by a hard-copy delivered in
accordance  with this Section 10) or three days after being mailed by registered
or  certified  mail (return receipt requested), with postage and registration or
certification  fees  thereon  prepaid,  or  if  sent  by  nationally  recognized
overnight  courier,  one  day  after being mailed, addressed to the party at its
address  as set forth in  the Purchase Agreement or such other address as may be
designated  hereafter  by notice given pursuant to the terms of this Section 10.

     Section  11.     Waiver.  Any  waiver  by  the  Company  or the Holder of a
     ------------     ------
breach  of  any provision of this Debenture shall not operate as or be construed
to  be  a  waiver  of any other breach of such provision or of any breach of any
other  provision of this Debenture.  The failure of the Company or the Holder to
insist  upon  strict  adherence  to  any  term  of this Debenture on one or more
occasions  shall  not  be considered a waiver or deprive that party of the right
thereafter  to  insist  upon  strict adherence to that term or any other term of
this  Debenture  in  any  other  occasion.  Any  waiver  must  be  in  writing.


<PAGE>

     Section  12.     Invalidity.  If any provision of this Debenture is held to
     ------------     ----------
be invalid, illegal or unenforceable, the balance of this Debenture shall remain
in  effect,  and  if  any  provision is held to be inapplicable to any person or
circumstance,  it  shall nevertheless remain applicable to all other persons and
circumstances.

     Section  13.     Payment  Dates.  Whenever  any payment or other obligation
     ------------     --------------
hereunder shall be due on a day other than a Business Day, such payment shall be
made  on  the  next  following  Business  Day.

     Section  14.     Transfer;  Assignment.  This  Debenture  may  not  be
     ------------     ---------------------
transferred  or assigned, in whole or in part, at any time, except in compliance
by  the  transferor  and  the  transferee  with  applicable  federal  and  state
securities  laws.

     Section  15.     Fees  of Enforcement. (a) In the event any Party commences
     ------------     --------------------
legal  action  to  enforce  its  rights under this Debenture, the non-prevailing
party  shall pay all reasonable costs and expenses (including but not limited to
reasonable  attorney's  fees,  accountant's  fees,  appraiser's  fees  and
investigative  fees)  incurred  in  enforcing  such  rights.

     (b) Whenever the Company is obligated to purchase or redeem the Debentures,
and the Redemption Price is not paid to the Holder by the tenth (10th) day after
the  Redemption  Price  is  due  and  payable  to such Holder, the Company shall
thereafter  pay  interest to such Holder on the unpaid portion of the Redemption
Price  at the rate of ten percent (10%) per annum, until the Redemption Price is
paid  in  full.

     The  Company  has  caused this instrument to be duly executed by an officer
thereunto  duly  authorized  as  of  the  date  first  above  indicated.

                                   Cordexa  Holdings,  Inc.


                                   By:  /s/Scott  Kerr
                                        --------------
                                        Name:  Scott  Kerr
                                        Title:   President


<PAGE>

                                   APPENDIX I


                              NOTICE OF CONVERSION
                          AT THE ELECTION OF THE HOLDER

(To  be  Executed  by  the  Registered  Holder
in  order  to  Convert  the  Debentures)

The  undersigned  hereby elects to convert the attached Debenture into shares of
Common  Stock,  par  value  $.001  per  share  (the "Common Stock"), of  Cordexa
Holdings,  Inc.  (the  "Company"), according to the provisions hereof, as of the
date  written  below.  If  shares are to be issued in the name of a person other
than  undersigned,  the  undersigned  will  pay  all transfer taxes payable with
respect  thereto  and  is  delivering herewith such certificates and opinions as
reasonably  requested  by  the  Company  in  accordance  therewith.


Conversion  calculations:
                             ---------------------------------------------------
                             Date to  Effect  Conversion

                              --------------------------------------------------
                             Principal  Amount  of  Debentures  to be Converted

                             ---------------------------------------------------
                             Applicable Conversion Price (Pursuant to Section 4)

                             ---------------------------------------------------
                             Number  of Shares  to  be  Issued  Upon  Conversion

                             ---------------------------------------------------
                             Signature

                             ---------------------------------------------------
                             Name

                             ---------------------------------------------------
                             Address


<PAGE>