AMENDMENT NO. 2

                                                                    Exhibit 4.38

                                 AMENDMENT NO. 2

THIS AMENDMENT is made September 20, 2004 among:

     MARCH NETWORKS CORPORATION, a Canadian business corporation having
     its offices at Tower B, 000 Xxxxxx Xxxxx, Xxxxxx, XX X0X 0X0 ("MARCH
     NETWORKS")

-and-

     MITEL NETWORKS CORPORATION, a Canadian business corporation having its
     offices at 000 Xxxxxx Xxxxx, Xxxxxx, XX X0X 0X0 ("MITEL NETWORKS")

-and-

     MITEL NETWORKS INTERNATIONAL LIMITED, a Barbadian business corporation
     having its offices at Charnic Business Centre, Spring Garden Highway, St.
     Xxxxxxx, Barbados ("MNIL")

-and-

     MITEL NETWORKS LIMITED, a UK business corporation having its offices at
     Mitel Business Park, Portskewett, Caldicott, UK NPZ6 5YR ("MNL")

WHEREAS:

     A.   March Networks, Mitel Networks, MNIL and MNL entered into an alliance
          agreement effective as of September 21, 2001, as amended on September
          20, 2003 (the "Alliance Agreement").

     B.   Pursuant to Section 9.1 of the Alliance Agreement, the parties wish to
          renew the Alliance Agreement on the same terms and conditions for an
          additional six month term expiring on March 31, 2005.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties to this Amendment hereby agree as
follows:

1.   The term of the Alliance Agreement is hereby extended for an additional six
     month term, expiring March 31, 2005.

2.   All terms and conditions of the Alliance Agreement to remain the same.

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be signed by
their duly authorized representatives as of the date written above.

MITEL NETWORKS CORPORATION              MARCH NETWORKS CORPORATION


BY: /s/ XXX XXXXX                       BY: /s/ Xxxxx Xxxxx
    ---------------------------------       ------------------------------------
NAME: XXX XXXXX                         NAME: Xxxxx Xxxxx
TITLE: CEO                              TITLE: President & CEO


MITEL NETWORKS INTERNATIONAL LIMITED    MITEL NETWORKS LIMITED


BY: /s/ XXXX XXXXXXX                    BY: /s/ XXXX XXXXXXX
    ---------------------------------       ------------------------------------
NAME: XXXX XXXXXXX                      NAME: XXXX XXXXXXX
TITLE: PRESIDENT                        TITLE: PRESIDENT


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