EXHIBIT 10.2



Consulting Agreement with Colavita & Associates

		CONSULTING SERVICES AGREEMENT

 This Consulting Services Agreement (Agreement), dated November 1,
 2001, is made by and between Colavita and Associates, a company
 (Consultant), whose address is 8161 Keele Street, Unit 18, Concord
 Ontario, Canada and Datastand Technologies Inc, an Indiana corporation
 (Client), having its principal place of business at 415 Oakdale
 Road, Suite 224, Toronto, Ontario, M3N-1W7.

 WHEREAS, Consultant has extensive background and experience in
 Accounting and Bookeeping including: Payroll, Accounts Receivable/Payable,
 Bill Paying, Tax Consulting and other accounting services.

 WHEREAS, Consultant desires to be engaged by Client to provide information,
 evaluation and consulting services to the Client in his areas of knowledge
 and expertise on the terms and subject to the conditions set forth herein;

 WHEREAS, Client is a publicly held corporation with its common stock shares
 trading on the Over the Counter Bulletin Board under the ticker symbol
 DATT, and desires to further develop its business of the Client and its
 image;

 and WHEREAS, Client desires to engage Consultant to provide information,
 evaluation and consulting services to the Client in his areas of knowledge
 and expertise on the terms and subject to the conditions set forth herein.

 NOW, THEREFORE, in consideration for those services Consultant provides to
 Client, the parties agree as follows:

 1. Services of Consultant.

 Consultant agrees to perform for Client all necessary services required
 for bookkeeping and accounting including: Payroll, Accounts Receivable/Payable,
 Bill Paying, Tax Consulting and other accounting services.

 2. Consideration.

 Client agrees to pay Consultant, as his fee and as consideration for services
 provided, six hundred and seventy five thousand (675,000) shares of common
 stock. Shares are due and payable by December 17, 2001.


 3. Confidentiality.

 Each party agrees that during the course of this Agreement, information that
 is confidential or of a proprietary nature may be disclosed to the other
 party, including, but not limited to, product and business plans, software,
 technical processes and formulas, source codes, product designs, sales,
 costs and other unpublished financial information, advertising revenues,
 usage rates, advertising relationships, projections, and marketing data
 (Confidential Information). Confidential Information shall not include
 information that the receiving party can demonstrate (a) is, as of the
 time of its disclosure, or thereafter becomes part of the public domain
 through a source other than the receiving party, (b) was known to the
 receiving party as of the time of its disclosure, (c) is independently
 developed by the receiving party, or (d) is subsequently learned from a
 third party not under a confidentiality obligation to the providing party.

 4. Late Payment.

 Client shall pay to Consultant all fees within fifteen (15) days of the due
 date. Failure of Client to finally pay any fees within fifteen (15) days
 after the applicable due date shall be deemed a material breach of this
 Agreement, justifying suspension of the performance of the Services
 provided by Consultant, will be sufficient cause for immediate termination
 of this Agreement by Consultant. Any such suspension will in no way relieve
 Client from payment of fees, and, in the event of collection enforcement,
 Client shall be liable for any costs associated with such collection,
 including, but not limited to, legal costs, attorneys' fees, courts costs,
 and collection agency fees.

 5. Indemnification.

 (a) Client. Client agrees to indemnify, defend, and shall hold harmless
 Consultant and /or his agents, and to defend any action brought against
 said parties with respect to any claim, demand, cause of action, debt or
 liability, including reasonable attorneys' fees to the extent that such
 action is based upon a claim that: (i) is true, (ii) would constitute a
 breach of any of Client's representations, warranties, or agreements
 hereunder, or (iii) arises out of the negligence or willful misconduct of
 Client, or any Client Content to be provided by Client and does not violate
 any rights of third parties, including, without limitation, rights of
 publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or
 licenses.

 (b) Consultant. Consultant agrees to indemnify, defend, and shall hold
 harmless Client, its directors, employees and agents, and defend any
 action brought against same with respect to any claim, demand, cause of
 action, debt or liability, including reasonable attorneys' fees, to the
 extent that such an action arises out of the gross negligence or willful
 misconduct of Consultant.

 (c) Notice. In claiming any indemnification hereunder, the indemnified
 party shall promptly provide the indemnifying party with written notice
 of any claim, which the indemnified party believes falls within the scope
 of the foregoing paragraphs. The indemnified party may, at its expense,
 assist in the defense if it so chooses, provided that the indemnifying
 party shall control such defense, and all negotiations relative to the
 settlement of any such claim. Any settlement intended to bind the
 indemnified party shall not be final without the indemnified party's
 written consent, which shall not be unreasonably withheld.

 6. Limitation of Liability.

 Consultant shall have no liability with respect to Consultant's
 obligations under this Agreement or otherwise for consequential,
 exemplary, special, incidental, or punitive damages even if Consultant
 has been advised of the possibility of such damages. In any event, the
 liability of Consultant to Client for any reason and upon any cause of
 action, regardless of the form in which the legal or equitable action
 may be brought, including, without limitation, any action in tort or
 contract, shall not exceed ten percent (10%) of the fee paid by Client
 to Consultant for the specific service provided that is in question.

 7. Termination and Renewal.

 (a) Term. This Agreement is payment for services previously rendered to
 Client by Consultant for the period 11/01/2001 - 10/31/2002, and as such
 carries no Termination and Payment terms.

 8.  Miscellaneous.

 (a) Independent Contractor. This Agreement establishes an independent
 contractor relationship between Consultant and Client.

 (b) Rights Cumulative; Waivers. The rights of each of the parties under
 this Agreement are cumulative. The rights of each of the parties hereunder
 shall not be capable of being waived or varied other than by an express
 waiver or variation in writing. Any failure to exercise or any delay in
 exercising any of such rights shall not operate as a waiver or variation
 of that or any other such right. Any defective or partial exercise of any
 of such rights shall not preclude any other or further exercise of that or
 any other such right. No act or course of conduct or negotiation on the
 part of any party shall in any way preclude such party from exercising any
 such right or constitute a suspension or any variation of any such right.

 (c) Benefit; Successors Bound. This Agreement and the terms, covenants,
 conditions, provisions, obligations, undertakings, rights, and benefits
 hereof, shall be binding upon, and shall inure to the benefit of, the
 undersigned parties and their heirs, executors, administrators,
 representatives, successors, and permitted assigns.

 (d) Entire Agreement. This Agreement contains the entire agreement between
 the parties with respect to the subject matter hereof. There are no
 promises, agreements, conditions, undertakings, understandings, warranties,
 covenants or representations, oral or written, express or implied, between
 them with respect to this Agreement or the matters described in this
 Agreement, except as set forth in this Agreement. Any such negotiations,
 promises, or understandings shall not be used to interpret or constitute
 this Agreement.

 (e) Assignment. Neither this Agreement nor any other benefit to accrue
 hereunder shall be assigned or transferred by either party, either in
 whole or in part, without the written consent of the other party, and
 any purported assignment in violation hereof shall be void.

 (f) Amendment. This Agreement may be amended only by an instrument in
 writing executed by all the parties hereto.

 (g) Severability. Each part of this Agreement is intended to be severable.
 In the event that any provision of this Agreement is found by any court or
 other authority of competent jurisdiction to be illegal or unenforceable,
 such provision shall be severed or modified to the extent necessary to
 render it enforceable and as so severed or modified, this Agreement shall
 continue in full force and effect.

 (h) Section Headings. The Section headings in this Agreement are for
 reference purposes only and shall not affect in any way the meaning or
 interpretation of this Agreement.

 (i) Construction. Unless the context otherwise requires, when used herein,
 the singular shall be deemed to include the plural, the plural shall be
 deemed to include each of the singular, and pronouns of one or no gender
 shall be deemed to include the equivalent pronoun of the other or no gender.

 (j) Further Assurances. In addition to the instruments and documents to
 be made, executed and delivered pursuant to this Agreement, the parties
 hereto agree to make, execute and deliver or cause to be made, executed
 and delivered, to the requesting party such other instruments and to take
 such other actions as the requesting party may reasonably require to carry
 out the terms of this Agreement and the transactions contemplated hereby.

 (k) Notices.
 Any notice which is required or desired under this Agreement shall be
 given in writing and may be sent by personal delivery or by mail (either
 a. Canada Post, postage prepaid, or b. Federal Express or similar
 generally recognized overnight carrier), addressed as follows (subject to
 the right to designate a different address by notice similarly given):

 To Client:

 Marc Cianfarani, Datastand Technologies Inc
 415 Oakdale Road, Suite 224 Toronto, Ontario M3N-1W7

 To Consultant:

 Colavita and Associates
 8161 Keele Street, Unit 18
 Concord Ontario, Canada

 (l) Governing Law.

 This Agreement shall be governed by the interpreted in accordance with
 the laws of the Province of Ontario without reference to its conflicts
 of laws rules or principles. Each of the parties consents to the exclusive
 jurisdiction of the courts of the Province of Ontario in connection with
 any dispute arising under this Agreement and hereby waives, to the maximum
 extent permitted by law, any objection, including any objection based on
 forum non coveniens, to the bringing of any such proceeding in such
 jurisdictions.

 (m) Consents.

 The person signing this Agreement on behalf of each party hereby represents
 and warrants that he has the necessary power, consent and authority to
 execute and deliver this Agreement on behalf of such party.

 (n) Survival of Provisions.

 The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement shall
 survive the termination of this Agreement.

 (o) Execution in Counterparts. This Agreement may be executed in any number
 of counterparts, each of which shall be deemed an original and all of which
 together shall constitute one and the same agreement.

 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
 have agreed to and accepted the terms herein on the date written above.

 By:

 _________________________			___________________________
 Marc Cianfarani					Joe Colavita
 President, 					Colavita and Associates
 Datastand Technologies Inc