Exhibit 10.4

                            51st State Systems, Inc.
                                STATEMENT OF WORK
--------------------------------------------------------------------------------

STATEMENT  OF  WORK  FOR
TIME-BASED  PROJECT  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:

BHC,  Inc.                               51st  State  Systems,  Inc.
14001  63rd  Way  North                  938  Howe  Street,  Suite  402
Clearwater  FL  33760                    Vancouver,  BC  V6Z1N9
USA                                      Canada


/s/ Scott G. Roix                      /s/ Todd Cusolle
----------------------------------     ----------------------------------
Scott G. Roix,  President              Todd  Cusolle,  VP  Technology


December 6, 2002                       December 6, 2002
----------------------------------     ----------------------------------
Date                                   Date




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BHC,  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 your 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.





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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  51st  State.

     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.

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





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     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.

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





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     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.

SERVICE  DESCRIPTION           ONE-TIME  CHARGE            MONTHLY  CHARGE
---------------------------    -------------------------   ---------------------
Web  Hosting  Environment      Waived                      $200.00
                                                           Waived for the first
                                                           year as per web dev-
                                                           elopment  SOW.





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SERVICE  DESCRIPTION                                       HOURLY  CHARGE
---------------------------                                ---------------------
Maintenance
Server  Assistance  Program                                $150.00
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.

                  [GRAPHIC OMITED]          [GRAPHIC OMITED]

The  preceding  dollar figures are exclusive of any applicable taxes. All dollar
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 twelve (12) 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 30 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 thirty (30) 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,  Press  #1
tcusolle@51stStateSystems.com

BHC  EMERGENCY  CONTACT
CONTACT:
NAME  :         Scott Roix
PHONE:          (727)533-8730

1.10     ADMINISTRATIVE  INFORMATION

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

BHC,  Inc.
14001  63rd  Way  North
Clearwater,  FL  33760
USA

Attention:     Scott  Roix

and  to  51st  State  at:

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

Attention:     Matthew  Sebal



                                   *** 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  2000
Web  Server  Software                Microsoft  IIS  5.0
Disk Storage for Customer Data       Up  to  100  MB
Data  Transfer                       2  GB  per  month




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