Exhibit 10.3


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

STATEMENT  OF  WORK  FOR
FIXED-PRICE  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 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 SITE DEVELOPMENT
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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Under  this  Statement of Work, 51st State will provide Project Services (called
"Services") to you on a FIXED-PRICE basis. The Services we provide are described
in  the  section  of  this Statement of Work entitled "51st State Deliverables".

1.1     PROJECT  DESCRIPTION

BHC,  Inc.  is a development stage company whose principal business objective is
to  provide  branded  online  marketing  and distribution of travel products and
services  for  leisure and small business travelers through the operation of the
proposed web site - www.BookFloridaHotels.com. The web site will focus on travel
offerings  southeast  Florida.

51st  State  will assist BHC in developing a web site that will enable consumers
and  travel  suppliers  to  research,  buy  and sell travel-related products and
services  online  and  to  browse  the  website  in  a  reliable  and  scalable
environment.

Travel  services  expected  to  be  marketed  by  BookFloridaHotels.com include:

     A.  "All-inclusive"  vacation  packages.
     B.  Discounted  hotel  rooms.
     C.  Discounted  car  rentals.
     D.  Discounted  or  charter  air  fares.
     E.  Discounted  cruises.

The  Services  51st  State  provides  will  be  in support of the above project.

1.2     OUR  RESPONSIBILITIES

51ST  STATE  DELIVERABLES
-------------------------

We  will  deliver  a  web  site that supports the strategy, sitemap, and content
description  that  is  detailed  in  our  web  site  proposal.

The  web  site will consist of not less than 10 separate and originally designed
and  copy  written  web  pages.

ASSUMPTIONS

     1.   This  Statement  of  Work  with  its estimated schedule and charges is
          based  on  the  following  key  assumptions.  Deviations  from  these
          assumptions  may result in changes to the tasks, schedule and charges.

     2.   51st State Project Manager will ensure participation of all 51st State
          and  VICI  and  other  personnel  and  subcontractors for all required
          deliverables.

     3.   Work  under this SOW will be performed primarily at 51st State Systems
          offices  in  Vancouver,  BC  Canada.



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     4.   The  web  site  will  provide service initially only in English. Other
          languages  will  add  additional  charges.

     5.   The  existing  Web  site  will be hosted by 51st Systems or any of its
          affiliates,  at  51st  State's  sole  discretion.

     6.   The  web  site  will  be  for  lead  generation only and will not host
          transactions.  The  Web  site  will  connect  to  other sites, through
          affiliate  programs,  to  offer  transactional  capability.

     7.   This  fixed price is based on 5 main categories (listed in SECTION 1.1
          PRODUCT  DESCRIPTION)  with  associated  subcategories and information
          pages,  approximately  5  required  shopping affiliate pages, a search
          page  and  10  static  information  pages.

     8.   There  will  be  warranty  supplied  with  regards  to the capacity or
          performance  testing  as  part  of  this  SOW.

     9.   End-to-end  site  performance  will be the responsibility of BHC, 51st
          does  not  warrant the performance of affiliate partners BHC wishes to
          join.

     10.  There  is  no  ongoing  visitor  information  retained between visits.

     11.  If  prices  are  listed,  the  web  site  will  have  only  US prices.

     12.  Any  data  collected  will  have  basic  format  check but will not be
          validated  for  correctness  (i.e.  zip  codes,  mailing  addresses.)

     13.  Testing  Strategy  will  cover  unit, function, system/integration and
          user  acceptance  testing.

     14.  Test  cases  will be created for the unit testing and function testing
          phases  only.

     15.  Test  Plans for system/integration and user acceptance testing will be
          prepared  by  BHC  with the 51st State Project Manager assisting only.


INCLUDED  WITH  THE  SITE  IS  THE  FOLLOWING:

     A.   Strategy  development.

     B.   Domain  registration  or  redirection  as  necessary.

     C.   Project  management.

     D.   Development  of  site  structure  and  navigation.




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     E.   Copywriting  and  integration  of  other  electronic  content.

     F.   Overall  site  design  and  creation  of  graphic  elements.

     G.   Basic  online  site  traffic  statistics.

     H.   Intensive  testing  against  multiple  browsers/platforms.

     I.   Registration  within  all  leading  search  engines.

1.3     YOUR  RESPONSIBILITIES

You  agree  to:

     1.   Provide  any  decisions,  approvals,  and  information  within two (2)
          working  days  of  receiving  a  request,  unless  stated  otherwise.

     2.   Assign  a  'single  point  of  contact'  from  BHC  who  will

          a.   Have  your  overall  responsibility  for  the  Project;

          b.   Be  your  focal  point  for  communication  between  both  of us;

          c.   Have authority to give and receive all notices in connection with
               this  Statement  of  Work  and  provide  decisions, approvals and
               information  requested,  and

          d.   Ensure  the  availability,  cooperation  and  performance of your
               personnel with whom we may work during the term of this Statement
               of  Work.

YOUR  WARRANTY

For  all  products  and  information,  which  you  make  available to us for the
performance  of Services, you warrant that you may disclose them to us and allow
us  to  use them without breach of any confidential or contractual relationship.

1.4     ESTIMATED  SCHEDULE

We  plan  to  perform  the Services during our normal business hours starting on
November  15, 2002 and ending on August 15, 2003  (called the "End Date") unless
both  of  us  agree  to  in  writing  to  another  schedule.

1.5     COMPLETION

The  Project  Services will be considered complete when the End Date is reached.





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1.6     CHARGES

Charges  will  be  calculated  as  described  below.

Project  Management                            $1,850  x  1.5  =   $  2,775
Art  Direction  and  Graphic  Design           $3,400  x  1.5  =   $  5,100
Copywriting                                    $2,500  x  1.5  =   $  3,750
Page  Design  and  Coding  (HTML)              $2,260  x  1.5  =   $  3,390
Database  &  Programming                       $11,980 x  1.5  =   $14,985
--------------------------------------------------------------------------------
Site  Development Total                        $30,000 US plus applicable taxes


In  addition to our net charges, you agree to reimburse us for all out-of-pocket
expenses  such  as  travel,  lodging  and  meals associated with travel, courier
charges,  long  distance  telephone charges and other similar expenses.  We will
obtain  your  approval  before  we  incur  expenses  that  will  result in total
reimbursements  exceeding  fifteen  percent  (15%)  of  our  net  charges.

You  will  be  invoiced  $10,000 US at project inception. Payment of the initial
invoice  is  due  on  receipt

We  agree  to  accept  30,000  shares  of BHCI as payment for the balance of the
contract  and  one year of web hosting services from 51st State or its affiliate

All charges are in US dollars. Applicable taxes, duties or government levies are
extra.

1.7     PRODUCTS  AND  MATERIALS

Under  this  Statement  of Work we are not responsible for (1) your products (2)
any  third party's products, including products you license from subcontractors.

Under  this  Statement of Work we do not make any representations, warranties or
conditions  with  respect  to  Products.

MATERIALS
Materials  are deliverable items created by us under this Statement of Work, but
exclude  the  performance of API's to affiliate partners which have not yet been
defined.

We will install one copy of the web site on your hosting environment and deliver
one  copy  of the web site on CD as a back-up to your contact address.  We grant
or  will  have  granted  to you an non-exclusive, world-wide, paid-up license to
use,  execute,  reproduce,  display, perform, distribute (within your Enterprise
only)  copies of the Materials. We or third parties reserve all right, title and
interest  (including  ownership  of  copyright)  in  the  Materials.

1.8     NO-HIRE  TERM

Both  of  us  agree that without the other's written consent, neither of us will
directly  solicit  the  services  of  any  other's  personnel  or  the  other's




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subcontractor  personnel who perform the services or have responsibilities under
this  Statement  of  Work:

     -    As  an  employee,
     -    As  an  independent  contractor,  or
     -    Indirectly  through  a  third  party,

Until  one  year  has  elapsed  after  this  Statement  of  Work  ends.

This does not prohibit either of us from giving consideration to any application
for  employment  submitted  on  an unsolicited basis or in response to a general
advertisement  of  employment  opportunities.





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1.9     ADMINISTRATIVE  INFORMATION

Project  Name:              Web  Site  Development

Estimated  Start  Date:     August  15,  2003

Estimated  End  Date:       January  31,  2002

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,  402
     Vancouver,  BC  V6Z1N9
     Canada
     Attention:  Matthew  Sebal



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