Web Site Hosting Agreement

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 ...