Web Hosting Agreement

EXHIBIT 10.5


STATEMENT OF WORK FOR WEB HOSTING SERVICES


Thank you very much, we appreciate and value your business.


By signing below, each of us agrees to the terms on this page and the following pages.


This Transaction Document, and the attached Cordexa Networks Corp. ("Cordexa") Service Agreement and any other applicable Amendments and Transaction Documents make up the entire agreement between both of us regarding the Services we provide to you in support of your project referred to as Web Hosting Services. These replace all previous agreements or other communications between us regarding these Services.


Agreed to: Agreed to:


National EDGAR Services, Inc. Cordexa Networks Corp. 633 East 11th Street 938 Howe Street, Suite 402 North Vancouver, BC V7L2H7 Vancouver, BC V6Z 1N9 Canada Canada


/s/ Scott Kerr /s/ Todd Cusolle ------------------ ------------------ Name: Scott Kerr Name: Todd Cusolle


---------------------------- ----------------------------- Title: President Title: VP Technology


---------------------------- ----------------------------- Date: October 1, 2003 Date: October 1, 2003


_____________________. ("YOU") AND CORDEXA NETWORKS CORP. ("WE") AGREE THAT THE CORDEXA NETWORKS SERVICES AGREEMENT APPLIES TO THE SERVICES DESCRIBED IN THIS TRANSACTION DOCUMENT AND ITS ATTACHMENTS


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DEFINITIONS


"Web Hosting Environment" is a description of the configurations being provided by Cordexa. These configurations will include hardware (processor, memory, disk), software, and network connectivity. The Web Hosting Environment you are ordering is defined in Attachment 1.


HIGHLIGHTS


The scope of this project includes establishment of a web hosting environment for you. Cordexa will provide the server hardware, operating system software, monitoring software, and other software and premise connectivity, as specifically documented in Attachment 1. We provide to you, under the terms of this Transactional Document and Attachment 1, capabilities within the Web Hosting Environment. The Web Hosting Environment will include servers that are accessible from the Internet, where your information and data content will be resident, and which will allow authorized users to access this content. We provide you the use of software facilities resident on these servers for formatting, loading, previewing, and maintaining your information and data content through an Internet connection. We restrict the use of these software facilities and the ability to modify your information and data content to authorized user identifications and passwords we provide to you.


KEY ASSUMPTIONS


The Cordexa Responsibilities and Charges within this Transaction Document are based on the Key Assumptions below:


1. The server architecture contains single points of failure.


2. No growth is assumed. Cordexa will utilize incremental ordering and/or Project Change Requests for pricing new and additional capacity.


3. The server environment will be hardened (e.g. operating system).


4. Commercially supported levels of software will be maintained.


5. Unix root and NT administrative access is controlled by Cordexa and is not available to you. Within the limitations of the operating system Cordexa will however, establish access to a limited set of privileged commands as mutually agreed upon.


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6. Access for you to any systems level commends such as shutdown, reboot, and kill is not provided as it may affect the rest of our server environment. Physical machine shutdown and re-initialization will be performed by Cordexa.


7. Cordexa will retain execution of all system level maintenance, privileged, and administrative commands.


8. Cordexa will not share administrative control of the firewall, if any are specified in Attachment 1, with you.


CORDEXA RESPONSIBILITIES


TASK 1 - IMPLEMENTATION


1. Enable the server hardware, software, and network connectivity as detailed in Attachment 1.


2. Enable dedicated swit ...