EXHIBIT 10.2

                             51ST STATE SYSTEMS, INC
                           938 HOWE STREET, SUITE 402
                              VANCOUVER, BC V6Z1N9
                                     CANADA

The  following  is  a contract between:

51st  State  Systems,  Inc.                    Cordexa Networks Holdings, Inc.
938  Howe  Street,  Suite  402       and:      750 West Pender Street, Suite 601
Vancouver,  BC  V6Z1N9 Canada                  Vancouver,  BC  V6C2T7 Canada
(604)  647-1180  Tel.                          (604)  647-1180  Tel.
(604)  608-5482  Fax                           (604)  608-5482  Fax
info@51stStateSystems.com                      info@cordexa.com

("Company")                                    ("Client")
-------------------------------------    ---------------------------------------

                       GENERAL TERMS AND CONDITIONS OF USE

1.  DEFINITIONS

(a)  Client is the person or organization who receives facilities space from the
Company.

(b)  Company  that  is  offering  services  to  the  Client.


2.  SERVICE

Subject to all of the terms and conditions herein provided the Company agrees to
provide  to  the Client facilities (sq. footage, power, bandwidth, and access to
the  building's  communication  wiring)  to  operate server racks and reasonable
access to the said server racks as determined by the Company, from time to time.


3.  MANNER  OF  USE

In  using  the  Service, the Client agrees to use the service in a courteous and
cooperative  manner,  and  so as not to abuse the Service or the custom and user
etiquette  in place from time to time, respecting the use of the facilities, and
so  as  not  to  violate  or affect the rights of others, including, but without
limitation,  that  the Client agrees not to use the Service so as to violate the
law,  or  to  misuse  the  property  of  others  for  his or her own purposes or
otherwise,  and  not  to  make  publications  which are threatening, defamatory,
pornographic  or  otherwise  injurious  to the business or reputation of others.


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4.  TERM

This Agreement is for an initial term of two (2) years, unless terminated by the
Client or the Company by giving thirty (30) days written notice. No refunds will
be  given  for  partial  terms.

5.  TERMINATION  BY  COMPANY  FOR  CLIENT'S  BREACH

In  the event that the Client breaches this Agreement, the Company may terminate
this  Agreement  and  the  service to the Client immediately for cause, in which
event  the  Company will notify the Client and allow 14 days continued access by
the  Client,  to  remove  the  server  racks  and  uninstall  any communications
equipment.

7.  TERMINATION  BY  CLIENT  FOR  COMPANY'S  BREACH

In  the event that the Company breaches this Agreement, the Client may terminate
this  Agreement  with  thirty  (30)  days  written  notice.

8.  PAYMENT  TERMS

The  Company  is  providing facilities to the Client for $1,000.00 per month for
the  services  provided.

9.  NO  REPRESENTATIONS  OR  WARRANTIES  BY  COMPANY

The  Company  makes  no  representations or warranties of any nature whatsoever,
whether  express  or  implied,  with  respect  to  the  provision and use of the
facilities. Facilities are provided on an "as is" basis, and all uses are at the
Client's  own  risk.

10.  FORCE  MAJEURE

The  Company  shall not be liable for any damage or loss, or any service default
or breach of this Agreement due to a cause beyond its control including, but not
limited  to,  acts  of  God  or  the  elements.

11.  GENERAL  PROVISIONS

This  Agreement  shall  be  governed  by  the  laws  of  the Province of British
Columbia.  No  waiver of any of the provisions of this Agreement shall be deemed
to constitute a waiver of any other provision nor shall such a waiver constitute
a continuing waiver unless otherwise expressly provided in writing duly executed
by the party to be bound thereby. The Client shall be responsible for all of the


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costs  and  expenses  including,  but  not limited to, reasonable legal fees and
disbursements  incurred  by  the  Company  in connection with any legal or other
proceedings brought by the Company against the Client related to this Agreement.
Neither  this  Agreement  nor any rights hereunder may be assigned, transferred,
shared  or  delegated  by  the  Client  without the prior written consent of the
Company  given  by  e-mail  or  fax.

12.  FEE  INCREASES

The Company reserves the right to issue notices of increases in the fees charged
upon  not  less  than  two  weeks' notice and sent by email or fax to the Client
prior  to  the  commencement  of  a  new  term.

13.  PASS  CARDS  OR  KEY  REPLACEMENTS,  OR  MODIFICATIONS

Pass cards, key replacement, or modifications to the Client's server rack can be
made by the Company upon request.  Costs my be incurred by such requests and the
client  will  be notified of such costs at the time. Pass cards and keys are the
property  of  the  Company.

14.  NOTICE

Notices  shall  be  given  by  way  of e-mail or fax. The Company's and Client's
e-mail  and  fax  addresses  are  as  per  page  one  of  this  Agreement.

15.  CLIENT  INDEMNIFICATION  OF  COMPANY

The  Client  shall  indemnify  and save the Company and its affiliates and their
officers  and  employees  harmless  from  and against all claims, loss, damages,
liability  or  expenses  the  Company  and its affiliates and their officers and
employees  may  suffer or incur directly or indirectly arising out of, resulting
from  or  in  connection  with  the  Client's  use  of the computer programs and
software  and  the  services  provided  herein  including,  but  not limited to,
violations  of  the  law  or  the  rights  of  any  person  or  entity.

16.  CLIENT  ACCEPTANCE  OF  TERMS  AND  CONDITIONS

By agreeing to the Company providing facilities for the Client's server rack you
accept  all  of  the terms and conditions of this Agreement as stated above, and
you  agree  to  abide by all of the rules set out below, which may be changed by
the  Company  from  time  to time by notice sent by e-mail or fax to the Client.


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Agreed  to:                                Agreed  to:

Cordexa  Holdings,  Inc                    51st  State  Systems,  Inc
-----------------------                    ---------------------------
750  Pender  Street,  Suite  601           938  Howe  Street,  Suite  402
Vancouver,  BC  V6C2T7                     Vancouver  BC  V6Z1N9
Canada                                     Canada


/s/  Scott  Kerr                           /s/  Matt  Sebal
----------------                           ----------------
Scott  Kerr,  President                    Matt  Sebal,  President

Date:  October  15,  2002                  Date:  October  15,  2002


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