[GRAPHIC  OMITED]




                                                               STATEMENT OF WORK



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  51st State Systems Inc. ("51st
State")  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.        51st  State  Systems  Inc.
938  Howe  Street,  Suite  402         938  Howe  Street,  Suite  402
Vancouver,  BC  V6Z1N9                 Vancouver,  BC  V6Z1N9
Canada                                 Canada


__________________________________     __________________________________
Todd  Cusolle                          Matt  Sebal

Secretary                              President

__________________________________     __________________________________
Date:                                  Date:





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NATIONAL  EDGAR  SERVICES  INC. ("YOU") AND 51ST STATE SYSTEMS INC. ("WE") AGREE
THAT THE 51ST STATE SYSTEMS SERVICES AGREEMENT APPLIES TO THE SERVICES DESCRIBED
IN  THIS  TRANSACTION  DOCUMENT  AND  ITS  ATTACHMENTS

1.1     DEFINITIONS
"Web  Hosting Environment" is a description of the configurations being provided
by  51st  State.  These configurations will include hardware (processor, memory,
disk),  software,  and network connectivity. The Web Hosting Environment you are
ordering  is  defined  in  Attachment  1.

1.2     HIGHLIGHTS
The  scope  of  this project includes establishment of a web hosting environment
for you. 51st State 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.


1.3     KEY  ASSUMPTIONS

The 51st State 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. 51st State 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 51st State and is
not  available to you. Within the limitations of the operating system 51st State
will  however,  establish  access  to  a  limited  set of privileged commands as
mutually  agreed  upon.

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 51st State.


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7.     51st  State  will  retain  execution  of  all  system  level maintenance,
privileged,  and  administrative  commands.

8.     51st  State will not share administrative control of the firewall, if any
are  specified  in  Attachment  1,  with  you.


1.4     51ST  STATE  RESPONSIBILITIES
TASK  1  -  IMPLEMENTATION

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

2.     Enable  dedicated  switch  ports  for  servers.

3.     Establish dedicated premise network connectivity on Ethernet 10/100BaseT.

4.     Enable  access  from the server farm to the open Internet over high speed
facilities.

5.     Provide  Domain  Name  Services,  if  required.

6.     Make  a  backup  of  the  initial  instillation.

COMPLETION  CRITERIA

TASK  1  -  IMPLEMENTATION  will be considered complete when the new web hosting
service  is  operational  and  accessible  from  the  Internet.


TASK  2  -  ONGOING  SERVICES

1.     Support  the  web  server,  as  described  above.

2.     Provide  bandwidth  to  the  open  Internet  as  described  above.

3.     Maintain  Domain  Name  Services,  if  required.

4.     Obtain  and  coordinate  the  installation of new versions, releases, and
fixes  to the operating system and system software, as required by 51st State to
maintain  the  operating  environment.

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5.     Provide  around-the-clock  monitoring  of  the  services  identified  in
Attachment  1,  identify  problems  and  work  on  fixes.

6.     Provide  server  support to administer the server environment and work on
fixes.

7.     Use  commercially  reasonable  efforts  to  assure  that  the servers are
operational  and  available  on  the  network.

8.     Implement the security policy on the firewalls and undertake the firewall
software  upgrades  as  deemed  necessary  for  data  security and integrity, if
firewall  services  are  included  in  Attachment  1.

COMPLETION  CRITERIA

TASK 2- ONGOING SERVICES remains for the term of this Transaction Document. This
task  will be considered compete when the services described in this Section are
performed  in  each  month  of  the  term.


1.5     YOUR  RESPONSIBILITIES

1.     Be  responsible  for  purchasing  versions  /  patches  of  the  software
program(s)  installed  on  any  server  at  the  current  commercially available
version.  You  may  identify  when 51st State assistance is required and at your
request  we  will  provide  this  additional  assistance  at additional charges.

2.     Assist  51st  State  with  project planning and scheduling of the initial
implementation.

3.     Obtain the appropriate licenses and media for any licensed programs which
you  use  in  this environment. A current copy of each license and media must be
placed  on  file  with  51st  State  Systems.

4.     Provide  administration  level  support of your content and applications.

5.     Obtain  a  licensed  copy of appropriate software to run your content and
applications.

6.     Upload your content and data using internet connectivity provided by you.

7.     Provide  51st State with input and future plans regarding your site. This
information  will  be  used  by  51st  State  to  plan  its server resources and
workload.

8.     Provide 51st State with around-the-clock contact names and phone or pager
numbers  for  support.

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9.     Ensure  your information or data does not contain any data or information
which  violates  any  law  or  regulation.

10.     You shall not use this Service to send or receive any information in the
form  of  text,  graphics,  or  programs  which infringes any patent, copyright,
trademark,  trade  secret,  or  other  intellectual  property right, privacy, or
similar  right  of  another.

11.     You  are  responsible  for  promptly  notifying  us  of  any  event  or
circumstance,  and  will  provide  all  information  relating  to  such event or
circumstance  if  requested  by us, related to this Transaction Document or your
information  and  data  which  could lead to a claim or demand against us by any
third  party.


1.6     SERVER  SECURITY
We  will  provide you with only those security facilities or security procedures
for  access  to  your information and data content, if any, as described in this
Transaction  Document.

We  maintain  the servers' operational status in support of your information and
data  content.  We  will  make  the  server containing your information and data
content  available  for access around-the-clock, except for periods of scheduled
maintenance  and  periods  impacted  by  technical  difficulties. 51st State Web
Hosting  Scheduled  Maintenance  is normally performed weekly, at random, during
generally  accepted  "off-hours"  for  business  (Pacific  and  Eastern).

We  reserve  the  right  to  interrupt access to the server to perform emergency
maintenance  as  needed.


1.7     CHARGES
We  have  configured  the  Web  Hosting  Environment  necessary  to  meet  our
understanding  for  your  current  requirements.  the  Web  Hosting  Environment
associated  with  the  services  provided  to you are described in Attachment 1.

The  total  Charges for the services ordered under Attachment 1 are shown below.
The  Charges are firm for the duration of this Transaction Document. Charges for
additional  services,  or changes to the Web Hosting Environment if any, will be
reflected  in  a  mutually  agreeable  change  authorization  to  this document.





                           -- Continued on next page -

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SERVICE  DESCRIPTION                    ONE-TIME  CHARGE     MONTHLY  CHARGE
--------------------------------------  -------------------  ---------------
Web Hosting Environment                 Waived               $1000.00 per month

Back Up Services                        Waived               Incl.

Application Hosting and Maintenance     Waived               Incl.

Facilities and Hardware Fee             Wavied               Inc.



SERVICE  DESCRIPTION                HOURLY  CHARGE
--------------------                --------------
Server  Assistance  Program         $150.00 per hour
24h per day, same rate

Charges  are  billed  monthly.  Invoices  will  be  issued one month in advance.
Invoices  are  due  upon receipt. 51st State Systems accepts Visa and MasterCard
and  can  administrate  monthly  automatic  payments  if  you  wish.



The  preceding dollar figures are exclusive of any applicable taxes. ALL AMOUNTS
ARE  IN  $US

1.8     TERM  AND  TERMINATION
The  51st  State  tasks under this Transaction Document are described in section
1.4  "51st  State  Responsibilities".  51st State will begin work on these tasks
upon  receipt  of  this  signed  Transaction  Document.

The  initial term of the Transaction Document commences at the start of TASK 1 -
IMPLEMENTATION  and  ends  thirty-six (36) months from the date of completion of
TASK  1  -IMPLEMENTATION.  Thereafter  ,  this  Transaction  Document  shall
automatically renew for additional twelve (12) month periods unless either party
notifies  the  other  with  60  days  notice  that  it  wishes  to terminate the
Transaction  Document.

Notwithstanding  the above, either party may terminate this Transaction Document
at  the  end  of  any  given  month upon sixty (60) days advance written notice.

In  the  event  of  any  termination, there will be no reduction of any One-Time
Charges  which  are  payable  when  due.


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1.9     EMERGENCY  AND  TECHNICAL  CONTACTS
51ST  STATE  TECHNICAL  CONTACTS:
Todd  Cusolle
(604)  647-1180
tcusolle@51stStateSystems.com


1.10     ADMINISTRATIVE  INFORMATION

Notices  will  be  provided  in  writing  and  delivered  to  you  at:

               National  EDGAR  Services  Inc.
               938  Howe  Street,  Suite  402
               Vancouver,  BC  V6Z1N9


               Attention:     Scott  Kerr
                              (604)  647-1180  Tel.
                              (604)  725-4448  Fax
                              skerr@nationaledgar.com

               and  to  51st  State  at:

               51st  State  Systems  Inc.
               938  Howe  Street,  Suite  402
               Vancouver,  BC  V6Z1N9

               Attention:     Matthew  Sebal
                             (604)  647-1180  Tel.
                             (604)  725-4448  Fax.
                              msebal@51stStateSystems.com



                                   *** END ***


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                     ATTACHMENT 1 - WEB HOSTING ENVIRONMENT
                     --------------------------------------

51st State will supply and manage the operations of the Web Hosting Environment.
The  table  below  outlines  a  typical  configuration:



ENVIRONMENT  NAME                 SPECIFICATIONS
-----------------                 --------------

CPU Type                          Pentium III 500Mhz

Memory                            256 MB

Firewall  Services                Basic

Operating  System                 Windows  000

Web  Server  Software             Microsoft IIS 5.0

Disk Storage for Customer Data    Up to 100 MB

Data Transfer                     2 GB per month