EXHIBIT 10.18

<TABLE>
<CAPTION>
<S>                                                                         <C>
------------------------------------------------------------------------------------------------------------------------------------
SOLICITATION /CONTRACT/ORDER FOR COMMERCIAL ITEMS                           1.  REQUISITION NUMBER                         PAGE 1 OF
       OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30                                                                            29
------------------------------------------------------------------------------------------------------------------------------------
2.  CONTRACT NO.         3. AWARD/EFFECTIVE         4. ORDER NUMBER         5. SOLICITATION NUMBER         6. SOLICITATION
                                                                                                              ISSUE DATE
    ###-##-####             DATE 5/19/2002                                     NHDP-02-4-0004                 3/4/2002
------------------------------------------------------------------------------------------------------------------------------------
FOR SOLICITATION ?       a. NAME                                            b. TELEPHONE NUMBER            8. OFFER DUE
                                                                            (No collect calls)                DATE/LOCAL TIME
INFORMATION CALL:        Suzanne Shumate                                    225-750-3787                      2:30PM 4/4/2002
------------------------------------------------------------------------------------------------------------------------------------
9. ISSUED BY              CODE                    10. THIS ACQUISITION IS   11. DELIVERY                  12. DISCOUNT TERMS
                                         -------------------------------------------------------------------------------------------
                                                  [_] UNRESTRICTED              FOR FOB
Department of Health and Human Services           [_] SET ASIDE: 100% FOR       DESTINATION
National Hansen's Disease Center                  [_] SMALL BUSINESS            UNLESS BLOCK IS
1770 Physicians Park Drive                        [_] SMALL DISAV. BUSINESS     MARKED
Baton Rouge LA 70816                              [_] 8(A)                      SEE SCHEDULE
                                                                                ----------------------------------------------------
                                                                                [_] 13a. THIS CONTRACT IS A RATED ORDER
                                                                                UNDER DPAS (15 CFR 700)
                                                                                ----------------------------------------------------
                                                                                13b. RATING
                                                  SIC :  NAICS 561330           --------------------------------------------
                                                  SIZE STANDARD:  $11. 5M       14. METHOD OF SOLICITATION
                                                                                [_] RFQ         [_] IFB             [X] RFP
------------------------------------------------------------------------------------------------------------------------------------
15. DELIVER TO CODE                               16. ADMINISTERED BY                                      CODE
                                                                                                                --------------------

See Schedule                                                           Same as Block 9.
------------------------------------------------------------------------------------------------------------------------------------
17a. CONTRACTOR/OFFEROR     CODE     OXUAT     FACILITY CODE           18. PAYMENT WILL BE MADE BY         CODE
                                     ----------               ---------                                         --------------------

TeleScience International, Inc.                                        National Hansen's Disease Programs, Finance
2230 Gallows Rd., Ste 310                                              Office, 1770 Physicians Park Drive, Baton Rouge
Vienna, VA.  22027                                                     LA  70815  (225) 756-3811
TELEPHONE NO.        703-641-8890
------------------------------------------------------------------------------------------------------------------------------------
17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER    18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS
                                                                            BLOCK BELOW IS CHECKED

                                                                       [_]  SEE ADDENDUM
------------------------------------------------------------------------------------------------------------------------------------
 19.                        20.                                                    21.          22.           23.            24.
------------------------------------------------------------------------------------------------------------------------------------
ITEM NO.      SCHEDULE OF SUPPLIES/SERVICES                                     QUANTITY       UNIT        UNIT PRICE      AMOUNT
------------------------------------------------------------------------------------------------------------------------------------
              See Section B and Statement of Work
                           (Attach Additional Sheets as Necessary)
------------------------------------------------------------------------------------------------------------------------------------
25. ACCOUNTING AND APPROPRIATION DATA                                  26. TOTAL AWARD AMOUNT (For Govt. Use Only)
------------------------------------------------------------------------------------------------------------------------------------
7520350 3280103 25.6s                                                  $277,290.00
------------------------------------------------------------------------------------------------------------------------------------
[_] 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4, FAR 52.212-3 AND 52.2? 2-5 ARE ATTACHED  ADDENDA
                                                                                                       [_] ARE [_] ARE NOT ATTACHED.

[_] 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4 FAR 52.212-5 IS ATTACHED. ADDENDA
                                                                                                       [_] ARE [_] ARE NOT ATTACHED
------------------------------------------------------------------------------------------------------------------------------------
28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 3 COPIES     29. AWARD OF CONTRACT REFERENCE Proposal      OFFER
[_]        TO ISSUING OFFICE. CONTRACTOR                                 [_]    DATED 4/8/2002 YOUR OFFER ON SOLICITATION (BLOCK 5)
           AGREES TO FURNISH AND DELIVER ALL ITEMS  SET                         INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET
           FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY                       FORTH HEREIN, IS ACCEPTED AS TO ITEMS: 0001 and 0002
           ADDITIONAL SHEETS SUBJECT TO THE TERMS AND
           CONDITIONS SPECIFIED HEREIN.
------------------------------------------------------------------------------------------------------------------------------------
30a  SIGNATURE OF OFFEROR/CONTRACTOR                                     31a. UNITED STATES OF AMERICA ;
                                                                             (SIGNATURE OF CONTRACTING OFFICER)
/s/ Christopher M. Wallace                                               /s/ [Signature Illegible]
------------------------------------------------------------------------------------------------------------------------------------
30b. NAME AND TITLE OF SIGNER (Type or print)     30c. DATE SIGNED       31 b. NAME OF CONTRACTING OFFICER (Type or print)

31 c. DATE SIGNED Christopher M. Wallace VP 3/28/02 [/s/ Signature Illegible] /s/ 5/9/02
------------------------------------------------------------------------------------------------------------------------------------
32a. QUANTITY IN COLUMN 21 HAS BEEN               33. SHIP NUMBER        34. VOUCHER  NUMBER               35. AMOUNT VERIFIED
                                                                                  I                            CORRECT FOR
                                                                      -------------------------
[_] RECEIVED     [_] INSPECTED   [_] ACCEPTED, AND CONFORMS TO THE       [_] PARTIAL FINAL.  [_] FINAL
                                 CONTRACT, EXCEPT AS NOTED
                                                                      --------------------------------------------------------------
                                                                      36. PAYMENT                          37. CHECK NUMBER
                                                                      --------------------------------------------------------------
                                                                      [_] COMPLETE        [_] PARTIAL      [_] FINAL
----------------------------------------------------------------------
32b. SIGNATURE OF AUTHORIZED GOVT. REPRESENTATIVE 32c. DATE
                                                                      --------------------------------------------------------------
                                                                      38. S/R ACCOUNT NUMBER    39. S/R VOUCHER NUMBER  40. PAID BY
                                                                      --------------------------------------------------------------
                                                                      42a. RECEIVED BY (Print)
                                                                      --------------------------------------------------------------
----------------------------------------------------------------------
I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR  PAYMENT
------------------------------------------------------------------------------------------------------------------------------------
SIGNATURE AND TITLE OF CERTIFYING OFFICER           41c. DATE         42b. RECEIVED AT (Location)
                                                                      --------------------------------------------------------------
                                                                      2c. DATE RECD                        42d. TOTAL CONTAINERS
                                                                      (YY/MM/DD)
------------------------------------------------------------------------------------------------------------------------------------
AUTHORIZED FOR LOCAL REPRODUCTION            SEE REVERSE FOR OMB CONTROL NUMBER AND                       STANDARD FORM 1449 (10-95)
                                                   PAPERWORK BURDEN STATEMENT                Prescribed by GSA - FAR (48 CFR 53.212
</TABLE>


<PAGE>

                                                                     ###-##-####
                                                                          Page 2


                      PART B - SUPPLIES/SERVICES AND PRICES

o     This  contract is entered  into under the  authority of 10 USC 2304 and 41
      USC 253.

o     This contract is a non-personal health care service contract as defined in
      FAR 37.101, under which the contractor is an independent contractor.

o     The Government may evaluate the quality of professional and administrative
      services  provided,  but retain no control over the medical,  professional
      aspects of services rendered (e.g. professional  judgments,  diagnosis for
      specific medical treatment.)

o     By signature of this  contract,  the  Contractor  agrees to indemnify  the
      Government for any liability  producing act or omission by the contractor,
      its employees and agents occurring during contract performance.

o     By signature of this contract,  the Contractor  agrees to maintain medical
      liability insurance in a coverage amount not less than the amount normally
      prevailing within the local community for the medical specialty concerned,
      and;

o     By  signature  of this  contract,  the  Contractor  agrees to ensure  that
      subcontracts   for   provisions  of  health  care  services   contain  the
      requirement  of the clause at 52.237-7  including  maintenance  of medical
      liability insurance.

<TABLE>
<CAPTION>

ITEM         DESCRIPTION                                        QTY                  UNIT           UNIT PRICE       TOTAL PRICE
             BASE PERIOD (MAY 19, 2002
             THROUGH SEPTEMBER 30, 2002)
<S>          <C>                                                  <C>                <C>            <C>            <C>
0001         Nursing Services - Carville Location                 135                  DA              $925.00         $124,875.00
             Period of Performance
             May 19, 2002- September 30, 2002
             Services described in Part C, 24
             hours day/7 days week, including holidays

0002         Nursing Services - Baton Rouge Location              135                  DA            $1,129.00         $152,415.00
             Period of Performance
             May 19, 2002- September 30, 2002
             Services described in Part C, 12
             hours day/7 days week, 7:00PM-7:30AM,
             including holidays                                                                                     /s/ 277,290.00
</TABLE>


<PAGE>

                                                                     ###-##-####
                                                                          Page 3



<TABLE>
<CAPTION>

ITEM         DESCRIPTION                                        QTY                  UNIT           UNIT PRICE       TOTAL PRICE
             BASE PERIOD (MAY 19, 2002
             THROUGH SEPTEMBER 30, 2002)
             OPTION 1 (OCTOBER 1, 2002 THROUGH SEPTEMBER 30, 2003)
<S>          <C>                                                  <C>                <C>            <C>            <C>
1001         Nursing Services - Carville Location                 365                  DA              $925.00         $337,625.00
             Period of Performance
             October 1, 2002- September 30, 2003
             Services described in Part C,
             24 hours day/7 days week, including holidays

1002         Nursing Services - Baton Rouge Location              365                  DA            $1,129.00         $412,085.00
             Period of Performance
             October 1, 2002- September 30, 2003
             Services described in Part C,
             12 hours day/7 days week,

             7:00PM-7:30AM,                                                                                             /s/ 749713
             including holidays

             OPTION 2 (October 1, 2003 through September 30,
             2004)
2001         Nursing Services - Carville Location                 366                  DA              $957.00         $350,262.00
             Period of Performance
             October 1, 2003- September 30, 2004
             Services described in Part C,
             24 hours day/7 days week, including Holidays

2002         Nursing Services - Baton Rouge Location              366                  DA            $1,169.00         $427,854.00
             Period of Performance October 1, 2003- September
             30, 2004  Services described in Part C,
             12 hours day/7 days week,                                                                                /s/ 778, 118
             7:00PM-7:30AM,
             including holidays a
</TABLE>


<PAGE>

                                                                     ###-##-####
                                                                          Page 4




<TABLE>
<CAPTION>

ITEM         DESCRIPTION                                        QTY                  UNIT           UNIT PRICE       TOTAL PRICE
             OPTION 3 (OCTOBER 1, 2004
             THROUGH SEPTEMBER 30, 2005)
<S>          <C>                                                  <C>                <C>            <C>            <C>
3001         Nursing Services - Carville Location                 365                  DA              $991.00            $361,715
             Period of Performance
             October 1, 2004- September 30, 2005
             Services described in Part C,
             24 hours day/7 days week, including holidays

3002         Nursing Services - Baton Rouge Location              365                  DA            $1,209.00         $441,285.00
             Period of Performance
             October 1, 2004- September 30, 2005
             Services described in Part C,
             12 hours day/7 days week, 7:00PM-7:30AM,
             including holidays                                                                                     /s/ 803,000.00

                                                                                                                  /s/ 2,608,121.00
</TABLE>

<PAGE>

                                                                     ###-##-####
                                                                          Page 5




C.1. GENERAL.

      C  1.1.   Introduction.   This  specification  contains  the  Government's
requirements  for a  fixed-price  contract for nursing  services at the National
Hansen's Disease Programs (NHDP) locations in Baton Rouge and Carville LA.

      C.1.2. Background. The National Hansen's Disease Programs, Baton Rouge, LA
is a  specialized  Federal  medical  facility for the  treatment of persons with
Hansen's  Disease.  There are two locations:  (1) NHPD Inpatient Skilled Nursing
Unit located on the third floor of Summit Hospital in Baton Rouge, Louisiana and
(2) the NHDP  Independent/Assisted  Living  Facility at the Gillis Long  Center,
Carville,  Louisiana.  The NHDP,  operated by the Federal Government since 1921,
has statutory responsibility to provide care for patients with Hansen's Disease.

      C.1.3.   Purpose.   The  purpose  of  this  contract  is  to  provide  all
supervision,  labor  and  management  to  provide  nursing  services  at the two
locations for the shifts indicated for each location.

C.2. PERSONNEL REQUIREMENTS AND SHIFTS

      C.2.1.  The contractor  shall provide staffing of the skill level and mix,
quantity of staff and experience adequate to meet health needs of clients at the
National  Hansen's  Disease  Program's  (NHPD)  Inpatient  Unit in Baton  Rouge,
Louisiana  and  Independent/Assisted  Living  Facility  at the NHDP  facility in
Carville,  Louisiana. The contractor shall provide a shift leader who is able to
exercise  independent nursing judgment,  has excellent critical thinking skills,
and is able to manage acute  changes in adult to geriatric  clients with chronic
illnesses.  A Bachelor of Science in Nursing  (BSN) is  preferred.  The services
shall  supplement  the  Public  Health  Service  Nursing  staff and shall not be
provided on shifts covered by government personnel.

      C.2.2.   The   Contractor   shall   provide   nursing   services  at:  the
locations/schedules  as shown below.  Within seven days of contract  award,  the
contractor  shall  provide the  Project  Officer a list of staff names that will
fill the scheduled shifts.

      C.2.2.1.  NHDP Inpatient Unit,  Baton Rouge, LA. Nursing services shall be
provided for the night shift, 7:00PM-7:30AM,  7 days per week, 12 hours per day,
365 days per year, including holidays.

      C.2.2.2. NHDP Independent/Assisted Living Facility,  Carville, LA. Nursing
services shall be provided for the night shift, 7:00PM-7:30AM,  7 days per week,
12 hours per day, 365 days per year, including holidays.

      C.2.3.  The contractor  shall  designate  local point of contact who shall
have full authority to act for the contractor on all contract  matters  relating
to  daily  operation  of  this  contract.  The  name  of  this  person,  and  an
alternate(s) who shall act for the Contractor


<PAGE>

                                                                     ###-##-####
                                                                          Page 6




when the manager is absent,  shall be designated  in writing to the  Contracting
Officer.  This person shall have the responsibility and authority to resolve any
administrative  or clinical  issues  involving  contract  staff and shall act as
liaison and be  available  to  facilitate  the  contract  agreement  and problem
solving.

      C.2.4.  The  Contractor  shall provide the level  staffing  sufficient for
patient care.  The  contractor  shall provide  relief  employees in the event of
absences or  illness.  Contractor  shall  replace  any  employee  who leaves the
premises for any amount of time greater than 60 minutes.

      C.2.5.  Continuity  of care shall be  maintained  between  Government  and
Contract Nursing Staff.

      C.2.6. The contracting agency shall provide a primary nursing staff 80% of
the time to provide  consistency,  familiarity,  and  development  of trust with
clients.

      C.2.7.  Personnel  Requirements.  Personnel  assigned by the Contractor to
perform  the  services  covered  by  this  contract  shall  meet  the  following
qualifications and provide evidence thereof.

      C.2.7.1.  Each employee shall be a graduate of an accredited  professional
nursing school or satisfactory  completion of a training program appropriate for
their level of certification.

      C.2.7.2.  Employees  shall  have a least  one (1)  year of  experience  in
longterm care or medical/surgical nursing within the past five (5) years.

      C.2.7.3.   Employees  shall  have  proficiency  in  skills  and  knowledge
necessary for area of assignment. Skills shall include but not be limited to:

      o Comprehension and application of nursing processes.

      o Maintenance of patient comfort and safety

      o Administering medications

      o Documenting medical records.

      o CPR certification annually

      o Annual JCAHO in-service requirements

      o  Contract  employees  shall  be  able to  manage  emergencies  and  make
appropriate decisions for their skill level.

      o Current CPR  certification  to be  maintained  through out the period of
assignment to this contract

      o Registered Nurses shall have the knowledge and skills to provide nursing
services to the medical and/or  surgical  patient who are  chronically  ill with
potential  for  acute  exacerbations  of  illness.  They  shall  have  excellent
assessment  skills and be able to plan care based upon health  deviations.  They
shall have  knowledge of the nursing  process and be able to reflect the nursing
process in teaching and documentation.  They shall be able to provide leadership
on the Unit assigned.


<PAGE>

                                                                     ###-##-####
                                                                          Page 7





      o Registered  Nurses shall have the ability to critically  think,  provide
emergency  care as  required,  and  triage as  needed.  The Nurse  must have the
ability to  communication  effectively  with varied staff levels as well as with
opposing  shifts.  The Registered  Nurse must be able to initiate and monitor IV
Therapy and occasionally blood transfusions.

      o Licensed  Practical  Nurses shall have  knowledge  and skills to provide
services to the  medical-surgical  adult to geriatric client. They must have the
ability to perform assessments, monitor IV therapy, detect and report changes in
the client to appropriate  personnel at the appropriate  time. The LPN must have
excellent documentation and communication skills.

      o Certified Nursing  Assistants  shall, in addition to providing  personal
care,  perform  common  nursing  procedures  such as observing  and reporting on
patient  conditions;  taking and recording vital signs;  collecting and labeling
specimens;  sterlizing equipment;  listening to and encouraging patients; giving
sitz  baths  and  enemas;  applying  and  changing  compresses  and  non-sterile
dressings;  checking and  replenishing  supplies;  securing  admission data from
patients; and assisting in controlling aggressive or disruptive behavior. Follow
specific instructions; matters not covered are verified with the supervisor.

      C.2.7.4.  The  Contractor  shall obtain and have  available for Government
review,  upon request,  certificates  giving notice of the results of a physical
examination  (given  within 6 months  before  start of this  contract)  for each
person performing services under this contract.  The certificate  (provided by a
licensed  physician) shall state that the employee is physically able to perform
the assigned  work under this  contract and is free of  infectious or contagious
diseases, which may be threatening to high-risk senior patient. This certificate
shall include  results of drug tests.  The medical exam shall  include:  Medical
history,  including  condition of health, and proof of Rubella titer, proof that
immunizations (including hepatitis) and TB screening are up to date. The medical
exam shall provide a medical  certification  and statement  that the employee is
able to perform assigned duties without restriction.

      C.2.7.5.  The  Contractor  shall  perform  criminal  record  check for all
employees or potential employees to be employed under the contract.  The results
shall be provided to the Government.  The Government will perform fingerprinting
of contractor employees when issuing identification badges.

      C.2.7.6.  The NHDP is not labor  attested.  Employees shall be at least 18
years old and be United States Citizens.

      C.2.7.7.   All   qualifications  and  certifications  are  to  be  equally
applicable to any replacement and relief contract employee.


<PAGE>

                                                                     ###-##-####
                                                                          Page 8




C.3. PATIENT CARE

      C.3.1.  Services shall provide direct patient care to long- and short-term
clients with Hansen's disease and medical-surgical  health deviations.  Contract
employees  shall  demonstrate  sound judgment in providing  routine and emergent
care to all clients.

      C.3.2. The NHDP Inpatient Skilled Nursing Unit, located on the third floor
of Summit  Hospital,  has an average  daily census of 21, with a bed capacity of
28.  Care  includes,  but is not  limited to  assessments,  feeding,  medication
management,  IV therapy, wound care management,  hygienic/comfort  measures, and
assistance  with  mobility.  Clients on the unit have a variety of  disabilities
including blindness,  difficulty hearing, amputated limbs, and language barriers
(many clients' native language is Spanish).

      C.3.3. The  Independent/Assisted  living facility located at Carville,  LA
has a population of 33 residents.  The contractor shall provide sufficient staff
to assist clients who come to the clinic for medication  assistance or emergency
treatment. Clients at the Carville Campus may require assistance with medication
management and overall  comfort  measures.  The Contract staff  member(s)  shall
respond to emergency situations in the apartments or living quarters as the need
arises.  The contractor  shall be responsible for assisting the client to access
the appropriate health care facility based on the assessment.

      C.3.4. If an emergency  situation  arises in which neither the Supervisory
Contract Nurse nor the Public Health Service  Supervisor is able to handle,  the
on-call Physician shall be notified.  Any client who exhibits a deterioration in
health  status or diminished  inability to care for self,  should be reported to
the Public Health  Service Nurse  Supervisor,  Director of Nurses,  or attending
Physician.

      C.3.5.   Services  to  clients  shall  be  provided  in  accordance   with
physician's  orders  (standing orders included) and the provisions of care given
by the staff under  his/her  supervision.  Care shall be provided in  accordance
with the Nursing  Policy and Procedure  Manual,  Standards of Care for Long-Term
Care Facilities and Practice Guidelines for each respective discipline.

C.4 CHART REPORTS/MEDICAL RECORDS

      The off -going Nursing staff (whether government or contract) will provide
a comprehensive update on each client. The client's record shall be kept current
at all times.  The Government  reserves the right to review the client's records
at any  time.  All  employees  are  expected  to  arrive  to work on time and be
available to receive communication regarding clients and/or shift events.

C.5 PERFORMANCE OF SERVICES - POLICIES

      Services  shall be performed in accordance  with the Nurse Practice Act of
Louisiana (RN/LPN),  Policy and Procedures of Health and Human Services,  (HHS),
National


<PAGE>

                                                                     ###-##-####
                                                                          Page 9




Hansen's  Disease  Programs  Operations  Manual,  Nursing  Policy and  Procedure
Manual,   Infection  Control  and  OSHA  Guidelines,   and  Environmental   Care
Procedures.  The Pharmacy  Policy and  Procedure  Manual must be  referenced  as
needed regarding ordering, administering, and documenting pharmaceutical agents.
Contractors  shall provide active  participation  in each client's care planning
process.  Care plans and  documentation  standards of the unit shall be strictly
adhered to by all contract staff.

C.6. CONTRACTOR TRAINING

      C.6.1. The Contractor shall be responsible for training/orientating  their
employees  as it  relates  to  NHPD,  JCAHO,  arid the  respective  discipline's
certification  and  licensure  guidelines.  Contract  employees  shall  read the
following   manuals:   Nursing   Policy  and   Procedure,   Infection   Control,
Environmental  Care,  and  .Pharmacy  prior to  working  on the  Hansen's  Unit.
Contract  employees shall also attend an 8-hour workshop to learn about Hansen's
Disease.  Replacement  and relief  employees  shall be  oriented  at  Contractor
expense.

      C.6.2.  The Contractor  shall be responsible for informing their employees
of all applicable  policies and contents of this contract.  The Contractor shall
be responsible for the employee's compliance with policies and work requirements
of NHDP.

      C.6.3. The Contractor shall apprise all employees of their  responsibility
to maintain confidentiality as well as patient rights.

      C.6.4.  The  Government  will make all manuals  referred  in the  contract
available.

C.7 UNIFORMS AND NAME TAGS

      C.7.1. Contractor employees shall wear uniforms and nametags,  identifying
their level of skill and name. Uniform requirements are as follows:

               Color:         White

               Style:         Female - dress, pants suit or culottes, tailored
                              as a uniform with sleeves and appropriate neckline
                              (jumpsuits are not acceptable). Male - Shirt or
                              tunic top and trousers

               Fabric:        Opaque. Two piece uniforms must be of the same
                              fabric

               Shoes:         White

               Hose/Socks:    Female - White Male - White

               Sweater:       Cardigan, solid color (navy, black or white),
                              unadorned, worn over uniform, except when
                              performing direct patient care.


<PAGE>

                                                                     ###-##-####
                                                                         Page 10




               Jewelry:       Ear wire or stud earrings, wedding, ring and band
                              watch only.

      C.7.2. The Government will issue a Contractor name badges,  which shall be
worn at all times  above the waist.  The badges will be left in the work area at
the end of the  work  shift.  Badges  shall  be  returned  upon  termination  of
employment or contract. (See additional guidelines for uniforms).

C.8 EQUIPMENT

      The  Contractor  shall  provide all  uniforms  and  personal  items in the
performance  of this  contract.  The  Government  will provide all equipment and
supplies  (other than uniforms and personal  items) in the  performance  of this
contract.

C.9 CONTRACTOR REQUIREMENTS

      C.9.1. The Contractor shall:

      C.9.1.1. RESERVED.

      C.9.1.2. Be accredited by appropriate licensing authority.

      C.9.1.3. Meet JCAHO requirements

      C.9.1.4. Maintain current professional liability/malpractice insurance.

      C.9.1.5.  Provide  staff with  current  Louisiana  License(s).  Contractor
shall.  monitor  renewal of staff  licenses and present the renewed  licenses to
Director of Nursing of NHDP two weeks prior to the expiration date.

      C.9.2 A  representative  of the  Contractor  shall attend the NHDP monthly
staff meeting. Additionally,  meetings may be scheduled periodically which shall
require attendance of a contractor  representative.  The Government will provide
notice of such meetings as they are scheduled.

      C.9.3. Contractor shall provide continuing education, in-service training,
and meetings for agency staff.  Documentation of the above, including annual CPR
certification,  shall  be  provided  to the  Director  of  Nursing  of NHDP  for
recording in accordance with JCAHO requirements.

      C.9.4.  A  representative  with the authority to represent the  contractor
shall be available during JCAHO visits.

C.10. INCORPORATION OF CONTRACTOR'S PROPOSAL

      It is  understood  and agreed that the  Contractor  shall,  in meeting the
requirements  of  this  contract,  perform  the  work  in  accordance  with  the
Contractor's  proposal  to the  National  Hansen's  Disease  Program for Nursing
Services,  dated April 3, 2002,  provided  however,  that to the extent that any
provisions of the articles of this contract are in conflict or


<PAGE>

                                                                     ###-##-####
                                                                         Page 11




inconsistent  with  any  provisions  of said  proposal,  the  provisions  of the
articles  of  this  contract  shall  be  controlling  and  shall  supersede  the
provisions of said proposal.

      Additionally,  as stated  in  letter  dated  May 3,  2002,  the  personnel
provided  under this  contract  shall consist of the  occupations  and levels as
shown below:

      Supervising Registered Nurse - Registered Nurse III

      Registered Nurse - Registered Nurse II

      Licensed Practical Nurse - Licensed Practical Nurse III

      - Certified Nursing Assistance - Nursing Assistant II


                     SECTION E - INSPECTION AND ACCEPTANCE

E.1. FAR 52.246-4 INSPECTION OF SERVICES - FIXED PRICE (AUG 1996)

E.2. PERFORMANCE REQUIREMENT SUMMARY

      Attachment A contains the Performance Requirements Summary for Performance
Based Contracting.  This summary lists the contract requirements considered most
critical to  acceptable  contract  performance  and shows the maximum  allowable
degree of deviation  (AQL) from perfect  performance  for each  requirement.  An
explanation of this summary is included.


                      SECTION F - DELIVERIES OF PERFORMANCE

F.1 PERIOD OF PERFORMANCE

      The period of contract performance is from date of award through September
30, 2002, with options to extend for three twelve month periods.

F-2 PERFORMANCE CONDITIONS.

      The Contractor shall provide the services  described  herein.  All medical
records  shall be subject to review by the  Director  of Nursing,  the  Director
Clinical Services and the Contracting Officer

F.3 PLACE OF PERFORMANCE. THE PLACE OF PERFORMANCE SHALL BE:

      a) The National  Hansen's  Disease Programs Ward,  Summit Hospital,  17000
Medical Center Drive, Baton Rouge LA 70816

      b) The National Hansen's Disease Programs,  Gillis Long Center, 5445 Point
Clair Road, Carville LA 70121


<PAGE>

                                                                     ###-##-####
                                                                         Page 12





                    SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CONTRACTING OFFICER

      Authority to negotiate  changes in terms,  conditions  or amounts cited in
this contract is reserved for the Contracting Officer signing this document.

      The  Contracting  Officer  will  administer  the contract  with  technical
support  from the  Project  Officer.  The  Contracting  Officer  who is the only
authority  to make  changes  in this  contract  shall  make all  changes in this
contract in WRITING.

G.2 PROJECT OFFICER

      G.2.1. The Project Officer will monitor  performance,  perform evaluations
and  acceptance,  and will  provide  technical  direction.  The  performance  of
services  required  herein  shall be subject to the  technical  direction of the
Project Officer with respect to technical  matters  pertaining  hereto.  As used
herein,  "Technical  Direction"  is  direction to the  Contractor  that fills in
details,  suggests possible lines of inquiry, or otherwise supplements the scope
of work. "Technical direction" must )e confined to the general scope of work set
forth herein and shall not constitute a new assignment,  nor supersede or modify
any other clause of this contract. To be valid, technical direction:

      G.2.1.1.   Shall  not  change  the   expressed   terms,   conditions,   or
specifications incorporated into this contract;

      G.2.1.2.  Will not be issued in writing  (except in  emerency  situations)
consistent with the general scope of work set forth in the contract and;

      G.2.1.3.  Shall not  constitute  a basis  for  extension  to the  contract
delivery schedule or contract price.

      G.2.2. The Project officer is authorized to:

      G.2.2.1.   Act  as  liaison   and  to   coordinate   Contractor/Government
activities;

      G.2.2.2. Arrange for and coordinate the use of Government resources;

      G.2.2.3.  Provide  technical  guidance in the performance of the contract;
and

      G.2.2.4.  Receive,  review and approve  (but not reject or deny)  progress
reports,  selected  invoices and final reports or other functions of a technical
nature.  The authority to reject  performance  and deny  associated  invoices is
expressly reserved for the Contracting Officer

      G.2.3.  The  Project  Officer  does not have the  authority  to alter  the
Contractor's  obligations under the contract;  issue Change Orders or modify any
of the expressed terms, conditions, specifications or the Description/Specs/Work
Statement. The Contracting Officer shall issue such changes in writing.


<PAGE>

                                                                     ###-##-####
                                                                         Page 13




G.3 INVOICE SUBMISSION

      G.3.1.  Invoice  payment  will  be made  monthly  for  properly  submitted
invoices for services  provided  during the covered  period.  Invoices  shall be
submitted   and  paid  in   accordance   with   52.212-4   CONTRACT   TERMS  AND
CONDITION;--COMMERCIAL ITEMS (MAY 2001), PARAGRAPH G ENTITLED INVOICES. Invoices
shall be  submitted  in original  and 3 copies to the Chief,  Financial  Office,
National Hansen's Disease Programs,  1770 Physicians Park Drive,  Baton Rouge LA
70816.

G.4 PAYMENTS

      G.4.1.  The  Government  will pay invoices  under this contract  either by
check or by wire transfer at the option of the Government.

      G.4.2.  Payments will be based on the information  provided on the invoice
and certified by the Project Officer and Contracting Officer.

      GA.' ). The  Government is authorized to reduce future  payments to recoup
amounts overpaid on the basis of the information furnished.

      G.4.4.  The Government  will not be liable for errors or delays in payment
as a result of the  Contractor's  failure  to  furnish  information  changes  as
required.

      G.4.5.  The  Contractor  shall direct all  inquiries  concerning  payments
directly to the FINANCIAL OFFICER AT NHDP, (225) 756-3769.

      G.4.6. Payments will be made in accordance with the Prompt Payment Act.

G.5. PAYMENT BY ELECTRONIC FUNDS TRANSFER

      G.5.1.  The Government  shall use electronic funds transfer to the maximum
extent possible when making payments under this contract. FAR 52.232-34, Payment
by  Electronic  Funds  Transfer-  Other than  Central  Contractor  Registration,
incorporated  by reference in Section I, requires the contractor to designate in
writing a  financial  institution  for  receipt  of  electronic  funds  transfer
payments.

      G.5.2.  The contractor  shall make the  designation by submitting the form
titled  "ACH  Vendor/Miscellaneous  Payment  Enrollment  Form"  to  the  address
indicated below. The form is included as SECTION J, ATTACHMENT B.

      G.5.3.  In  cases  where  the  contractor  has  previously  provided  such
designation,  i.e.  pursuant to prior  contract/order  and been  enrolled in the
program, the form is not required.


<PAGE>

                                                                     ###-##-####
                                                                         Page 14



      G.5.4.  The completed form shall be mailed after award,  but no later than
14 calendar days before an invoice is submitted, to the following address:

                       National Hansen's Disease Programs
                       Attn: Financial Management Office
                       1770 Physicians Park Drive
                       Baton Rouge LA 70816


<PAGE>

                                                                     ###-##-####
                                                                         Page 15




                    SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1. GOVERNMENT PROPERTY

      H.1. 1. The  Contractor  shall provide all uniforms and personal  items in
the performance of this contract.  The Government will provide all equipment and
supplies (other than personal items) in the performance of this contract.

      H.1.2. The contractor shall take all reasonable  precautions in accordance
with  sound  practices  to  safeguard  and  protect  government  property.   The
Contractor  shall be responsible  for proper care and  protections of Government
property.  The Contractor shall be held liable for loss or damage due to neglect
of abuse of Government property by contract employees.

H.2. KEY PERSONNEL

      The  Contractor  shall  provide  to  the  Project  Officer  the  name  and
qualifications  of Key Personnel of this contract prior to the  commencement  of
the  contract.  If for any reason the  Contractor  replaces Key  Personnel,  the
Contractor  shall provide the same  information to the Project  Officer prior to
making the replacement.

H.3. COOPERATION WITH OTHER CONTRACTORS

      During  the  life of this  contract,  other  personnel/contractors  may be
performing work concurrently at the site. To minimize  interference and delay to
the work progress of all concerned,  all  contractors  shall cooperate with each
other  and  coordinate  their  operations  to  the  fullest  extent.  As  far as
practicable, all contractors performing work for the government shall have equal
rights to use of  facilities.  In a dispute the matter  shall be referred to the
Project Officer and then the Contracting Officer for settlement and adjustment.

H.4. SITE CONDITION

      All  contractors  shall be responsible for having  ascertaining  pertinent
local conditions readily determined by inspection and inquiry such as location.,
accessibility, parking and the general character of the site and or labs and any
other work being performed therein at the time of the submission of offer.

H.5. FIREARMS

      Firearms shall not be brought onto,  carried, or stored at the facility at
any time.


<PAGE>

                                                                     ###-##-####
                                                                         Page 16




H.6. PERSONALLY OWNED VEHICLES

      Parking is  available  on a first come first  served basis to employees in
approved  areas  near the work site.  Contractor  employees  must have  adequate
licenses,  registration  and  insurance to receive a vehicle ID and to bring the
vehicle  inside  the  Gillis  Long  Center  grounds.  All  traffic  and  parking
regulations are applicable to contractors.

H.7. OFFICIAL BUSINESS

      Government  property,  to include  telephones,  shall be used for official
business  only  in the  performance  of this  contract.  The  Contractor  or the
Contractor's  employees  shall not use  government  property  in any  manner for
personal advantage, business gain, or other personal endeavor.

H.8. EXCLUSION OF EMPLOYEES

      H.8.1. The Contracting  Officer may request the contractor to exclude from
work such employees as the Contracting  Officer deems incompetent,  careless and
or  unsuitable  or whose  continued  employment  is  inconsistent  with the best
interest  of the  Government.  The  Contracting  Officer  reserves  the right to
exclude from work any employee previously barred from the NHDP.

      H.8.2. The Government may request the Contractor to immediately remove any
employees from the work site should it be determined that the individuals  being
assigned  to duty are not  qualified  or are  found to be unfit  for  performing
duties. The contractor shall comply with these requests.

      H.8.3.  For  clarification a determination of unfit may be made; from, but
is not limited to incidents  involving the most identifiable types of misconduct
or delinquency as set forth below:

      H.8.3.1. Violation of rules and regulations of NHDP.

      H.8.3.2.  Disorderly  conduct,  use  of  abusive  or  offensive  language,
quarreling,  intimidation  by words or actions  or  fighting.  Participating  in
disruptive activities,  which interfere with the normal and efficient operations
of the Government, is also considered disorderly conduct.

      H.8.3.3. Theft, vandalism, immoral conduct, or any criminal action.

      H.83.4.  Possessing,  selling,  consuming or being under the  influence of
intoxicants, illegal drugs, or substances that produce similar affects.

      H.8.3.5. Unauthorized use of Government property.


<PAGE>

                                                                     ###-##-####
                                                                         Page 17




      H.8.3.6. Possession of weapons while on duty.

      H.8.4. In the event of a dispute,  the  Contracting  Officer will make the
final  determination.  Contractors  shall  remind  employees  that the  place of
employment is Federal Property.

H.9. WAGES.

      Wages paid for labor  performed  under this contract shall be:  accordance
with the minimum hourly rate and other benefits  specified in Wage Determination
No. 1194-2231, Revision 18 dated 5/31/2001 as issued by the Department of Labor.
This wage determination is included as Attachment B.

H.10. CONFIDENTIALITY OF PATIENT RECORDS

      The Contractor  shall retain  confidentiality  of patient  names,  patient
conditions and other treatment of patients treated at this facility.  Disclosure
of  information  without  prior  consent of the  patient  may be made by you to:
another prove der of health care treating the same patient, Government officials
with a need to know.  If the  Contractor  is unsure  regarding  disclosure,  the
Project  Officer will provide  advice.  The  Contractor  shall be responsible to
apprise all employees of their  responsibility  to maintain  confidentiality  as
well as other patient rights.

H.11. NON DISCRIMINATION

      The Contractor  agrees to make no  distinctions  among patients under this
contract on the basis of race,  creed, nor national  origin.  For the purpose of
his contract,  distinctions  on the ground of race,  color,  creed,  or national
origin  include,  but are not  limited to the  following:  Denying a patient any
service or benefit or  availability  of a treatment,  providing any service to a
patient  which  is  different  or is  provided  in a  different  manner  or at a
different  time  from that  provided  to other  patients  under  this  contract;
subjecting a patient to segregation or separate  treatment in any manner related
to his receipt of any service; restricting a patient in any way in the enjoyment
of any advantage or privilege enjoyed by others.  The assignment of time for the
provision of services on the basis of race, color,  creed, or national origin of
the patients is prohibited.


<PAGE>

                                                                     ###-##-####
                                                                         Page 18




                            PART I - CONTRACT CLAUSES

52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS. (FEB 2002)

      (a) Inspection/Acceptance. The Contractor shall only tender for acceptance
those items that conform to the  requirements  of this contract.  The Government
reserves  the right to inspect or test any  supplies or services  that have been
tendered for  acceptance.  The  Government  may require repair or replacement of
nonconforming supplies or reperformance of nonconforming services at no increase
in contract price. The Government must exercise its post-acceptance rights-

      (1) Within a  reasonable  time after the defect was  discovered  or should
have been discovered; and

      (2) Before any  substantial  change  occurs in the  condition  tion of the
item, unless the change is due to the defect in the item.

      (b)  Assignment.  The  Contractor or its assignee may assign its rights to
receive payment due as a result of performance of this contract to a bank, trust
company, or other financing institution, including any Federal lending agency in
accordance with the: Assignment of Claims Act (31 U.S. C. 3727). However, when a
third party makes payment (e. g., use of the Governmentwide  commercial purchase
card),  the Contractor  may not assign its rights to receive  payment under this
contract.

      (c) Changes.  Changes in the terms and  conditions of this contract may be
made only by written agreement of the parties.

      (d)  Disputes.  This contract is subject to the Contract  Dispute;  Act of
1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to
reach agreement on any request for equitable adjustment, claim, appeal or action
arising under or relating to this contract  shall be a dispute to be resolved in
accordance  with the clause at FAR  52.233-1,  Disputes,  which is  incorporated
herein by reference. The Contractor shall proceed diligently with performance of
this  contract,  pending  final  resolution  of any  dispute  arising  under the
contract.

      (e) Definitions.  The clause at FAR 52.202-1,  Definitions is incorporated
herein by reference.

      (f) Excusable  delays.  The Contractor  shall be liable for default unless
nonperformance is caused by an occurrence  beyond the reasonable  control of the
Contractor  and  without  its fault or  negligence  such as,  acts of God or the
public enemy,  acts of the  Government  in either its  sovereign or  contractual
capacity, fires, floods, epidemics, quarantine restrictions,  strikes, unusually
severe weather,  and delays of common carriers.  The Contractor shall notify the
Contracting  Officer in writing as soon as it is reasonably  possible  after the
commencement  of any  excusable  delay,  setting forth the full  particulars  in
connection therewith, shall remedy such occurrence with all reasonable dispatch,
and shall  promptly  give  written  notice  to the  Contracting  Officer  of the
cessation of such occurrence.


<PAGE>

                                                                     ###-##-####
                                                                         Page 19




      (g) Invoice.

      (1) The Contractor  shall submit an original  invoice and three copies (or
electronic  invoice, if authorized) to the address designated in the contract to
receive invoices. An invoice must include-

      (i) Name and address of the Contractor;

      (ii) Invoice date and number;

      (iii) Contract number,  contract line item number and, if applicable,  the
order number;

      (iv) Description, quantity, unit of measure, unit price and extended price
of the items delivered;

      (v) Shipping  number and date.  of shipment,  including the bill of lading
number and weight of shipment if shipped on Government bill of lading;

      (vi) Terms of any discount for prompt payment offered;

      (vii) Name and address of official to whom payment is to be sent;

      (viii)  Name,  title,  and  phone  number  of person to notify in event of
defective invoice; and

      (ix) Taxpayer  Identification  Number (TIN).  The Contractor shall include
its TIN on the invoice only if required elsewhere in this contract.

      (x) Electronic funds transfer (EFT) banking information.

      (A) The  Contractor  shall include EFT banking  information on the invoice
only if required elsewhere in this contract.

      (B) If EFT banking  information  is not required to be on the invoice,  in
order  for the  invoice  to be a  proper  invoice,  the  Contractor  shall  have
submitted  correct EFT banking  information  in accordance  with the  applicable
solicitation provision,  contract clause (e.g., 52.232-33, Payment by Electronic
Funds  Transfer-Central  Contractor  Registration,   or  52.232-34,  Payment  by
Electronic Funds  Transfer-Other  Than Central  Contractor r  Registration),  or
applicable agency procedures.

      (C) EFT banking  information is not required if the Government  waived the
requirement  to pay by EFT. (2) Invoices will be handled in accordance  with the
Prompt  Payment Act (31 U.S.C.  3903) and Office of Management  and Budget (OMB)
prompt payment regulations at 5 CFR part 1315.

      (h) Patent  indemnity.  The Contractor  shall indemnify the Government and
its officers,  employees and agents  against  liability,  including  costs,  for
actual or alleged  direct or  contributory  infringement  of, or  inducement  to
infringe, any United States or foreign patent,  trademark or copyright,  arising
out of the  performance of this contract,  provided the Contractor is reasonably
notified of such claims and proceedings.

      (i) Payment. Payment shall be made for items accepted by the 11 Government
that  have  been  delivered  to the  delivery  destinations  set  forth  in this
contract. The Government will make payment in accordance with the Prompt Payment
Act (31 U.S.C.  3903) and OMB prompt payment  regulations at 5 CFR part 1315. In
connection with any discount  offered for early payment,  time shall be computed
from the date of the invoice.. For the purpose of computing


<PAGE>

                                                                     ###-##-####
                                                                         Page 20




the discount  earned,  payment shall be considered to have been made on the date
which  appears  on the  payment  check or the  specified  payment  date if an e:
electronic funds transfer payment is made.

      (j) Risk of loss.  Unless the contract  specifically  provides  otherwise,
risk of loss or damage to the supplies provided under this contract shall remain
with the Contractor until, and shall pass to the Government upon:

      (1) Delivery of the  supplies to a carrier,  if  transportation  is f.o.b.
origin; or

      (2)  Delivery  of the  supplies  to  the  Government  at  the  destination
specified in the contract, if transportation is f.o.b. destination.

      (k) Taxes. The contract price includes all applicable Federal,  State, and
local taxes and duties.

      (1) Termination for the Government's convenience.  The Government reserves
the  right  to  terminate  this  contract,  or any  part  hereof,  for its  sole
convenicen.  hence.  In the  event of such  termination,  the  Contractor  shall
immediately stop all work hereunder and shall  immediately  cause any and all of
its suppliers and  subcontractors to cease:  work.  Subject to the terms of this
contract,  the  Contractor  shall be paid a  percentage  of the  contract  price
reflecting  the  percentage  of  the  work  performed  prior  to the  notice  of
termination,  plus  reasonable  charges the  Contractor  can  demonstrate to the
satisfaction of the Government  using its standard  record keeping system,  have
resulted from the  termination.  The Contractor  shall not be required to comply
with the cost accounting standards or contract cost principles for this purpose.
This paragraph does not give the Government any right to audit the  Contractor's
records.  The  Contractor  shall  not be paid  for any work  performed  or costs
incurred which reasonably could have been avoided.

      (m) Termination for cause. The Government may terminate This contract,  or
any part hereof, for cause in the event of any default by the Contractor,  or if
the Contractor fails to comply with any contract terms and conditions,  or fails
to provide the  Government,  upon request,  with  adequate  assurances of future
performance.  In the event of termination for cause, the Government shall not be
liable to the  Contractor  for any amount for supplies or services not accepted,
and the Contractor  shall be liable to the Government for any and all rights and
remedies  provided by law. If it is determined  that the  Government  improperly
terminated this contract for default,  such  termination  shall be deemed a term
nation for convenience.

      (n) Title.  Unless  specified  elsewhere in this contract,  title to items
furnished  under this contract  shall pass to the  Government  upon  acceptance,
regardless of when or where the Government takes physical possession.

      (o) Warranty. The Contractor warrants and implies that the items delivered
hereunder are merchantable and fit for use for the particular  purpose described
in this contract.

      (p)  Limitation of liability.  Except as otherwise  provided by an express
warranty,  the Contractor will not be liable to the Government for consequential
damages resulting from any defect or deficiencies in accepted items.


<PAGE>

                                                                     ###-##-####
                                                                         Page 21




      (q) Other  compliances.  The  Contractor  shall comply with all applicable
Federal,   State  and  local  laws,  executive  orders,  rules  and  regulations
applicable to its performance under this contract.

      (r) Compliance  with laws unique to Government  contracts.  The Contractor
agrees to comply  with 31 U.S.C.  1352  relating  to  limitations  on the use of
appropriated  funds to  influence  certain  Federal  contracts;  18  U.S.C.  431
relating to officials  not to benefit;  40 U.S.C.  327, et seq.,  Contract  Work
Hours and Safety Standards Act; 41 U.S.C.  51-58,  Anti-Kickback Act of 1986; 41
U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower  protections;  49 U.S.C.
40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

      (s) Order of  precedence.  Any  inconsistencies  in this  solicitation  or
contract shall be resolved by giving precedence in the following order:

      (1) The schedule of supplies/services.

      (2) The Assignments,  Disputes,  Payments, Invoice, Other Compliances, and
Compliance with Laws Unique to Government Contracts paragraphs of this clause.

      (3) The clause at 52.212-5.

      (4)  Addenda to this  solicitation  or  contract,  including  any  license
agreements for computer software.

      (5) Solicitation provisions if this is a solicitation.

      (6) Other paragraphs of this clause.

      (7) The Standard Form 1449.

      (8) Other documents, exhibits, and attachments.

      (9) The specification.

                             ADDENDA TO FAR 52.212-4

52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE.  (FEB 1998)

      This  contract  incorporates  one  or  more  solicitation   provisions  by
reference,  with the same  force and  effect as if they were given in full text.
Upon request, the Contracting Officer will make their full text available. Also,
the full text of a  solicitation  provision  may be accessed  electronically  at
this/these address(es):

http://www.far.gov; http://access.qpo.gov; http://www.arnet.gov/far/;
hftp:lWwww.hhrb.gov/ogam/oam/procurement/hhsar.html


FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999

      The Government may require  continued  performance of any services  within
the  limits  and at the rates  specified  in the  contract.  These  rates may be
adjusted only as a result of revisions to prevailing labor rates provided by -he
Secretary of Labor.  The option  provision may be exercised  more than once, but
the total  extension of  performance  hereunder  shall not exceed 6 months.  The
Contracting


<PAGE>

                                                                     ###-##-####
                                                                         Page 22




Officer may exercise the option by written  notice to the  Contractor  within 10
days of the completion date of the contract.

FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT. (MAR 2000)

      a) The  Government  may extend the term of this contract by written notice
to the  Contractor  within 5 days  [insert the period of time  within  which the
Contracting  Officer may exercise the  option];  provided  that the Governn lent
gives the  Contractor a  preliminary  written  notice of its intent to extend at
least 60 days  before the  contract  expires.  The  preliminary  notice does not
commit the Government to an extension.

      (b) If the Government  exercises this option,  the extended contract shall
be considered to include this option clause.

      (c) The total  duration of this  contract,  including  the exercise of any
options under this clause, shall not exceed 36 months.


FAR 52.228-5 INSURANCE - WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

      (a) The Contractor shall, at its own expense,  provide and maintain during
the entire performance of this contract,  at least the kinds and minimum amounts
of insurance required in the Schedule or elsewhere in the contract.

      (b) Before  commencing  work under this  contract,  the  Contractor  shall
notify the Contracting  Officer in writing that the required  insurance has been
obtained.   The  policies   evidencing   required  insurance  shall  contain  an
endorsement .o the effect that any cancellation or any material change adversely
affecting the Government's interest shall not be effective

      (1) For such period as the laws of the State in which this  contract is to
be performed prescribe; or

      (2) Until 30 days after the insurer or the Contractor gives written notice
to the Contracting Officer, whichever period is longer.

      (c) T66  Contractor  shall insert the substance of this clause,  including
this paragraph (c), in  subcontracts  under this contract that require work on a
Government installation and shall require subcontractors to provide and maintain
the  insurance  required  in the  Schedule or  elsewhere  in the  contract.  The
Contractor  shall  maintain  a copy of all  subcontractors'  proofs of  required
insurance,  and shall make copies  available  to the  Contracting  Officer  upon
request.

                           General Liability $500,000


<PAGE>

                                                                     ###-##-####
                                                                         Page 23




FAR 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS,  EQUIPMENT, AND VEGETATION (APR
1984)

      The  Contractor  shall  use  reasonable  care to avoid  damaging  existing
buildings,  equipment,  and  vegetation on the Government  installation.  If the
Contractor's  failure  to use  reasonable  care  causes  damage  to any of  this
property, :he Contractor shall replace or repair the damage at no expense to the
Government  as the  Contracting  Officer  directs.  If the  Contractor  fails or
refuses to make such repair or replacement,  the Contractor  shall be liable for
the cost, which may be deducted from the contract: price.

FAR 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

      (a) The  Contractor  recognizes  that the services under this contract are
vital to the Government and must be continued  without  interruption  anal that,
upon  contract  expiration,  a  successor,  either  the  Government  or  another
contractor, may continue them. The Contractor agrees to-

      (1) Furnish phase-in training; and

      (2)  Exercise its best  efforts and  cooperation  to effect an orderly and
efficient transition to a successor.

      (b) The Contractor shall, upon the Contracting Officer's written notice,

      (1)  furnish  phasein,  phase-out  services  for up to 90 days  after this
contract expires and

      (2)  negotiate  in good faith a plan with a  successor  to  determine  the
nature and d extent of  phase-in,  phaseout  services  required.  The plan shall
specify a training program and a date for transferring responsibilities for each
division of work described in the plan, and shall be subject to the  Contracting
Officer's  approval.   The  Contractor  shall  provide  sufficient   experienced
personnel  during the  phase-in,  phase-out  period to ensure that the  services
called for by this contract are maintained at the required level of proficiency.

      (c) The Contractor  shall allow as many personnel as practicable to remain
on the job to help the successor  maintain the continuity and consistency of the
services required by this contract. The Contractor also shall disclose necessary
personnel  records and allow the successor to conduct  on-site  interviews  with
these  employee;.  If  selected  employees  are  agreeable  to the  change,  the
Contractor  shall  release  them at a  mutually  agreeable  date  and  negotiate
transfer of their earned fringe benefits to the successor.

      (d) The  Contractor  shall  be  reimbursed  for all  reasonable  phase-in,
phase-out  costs (i.e.,  costs incurred  within the agreed period after contract
expiration that result from phase-in,  phase-out  operations) and a fee (profit)
not to exceed a pro rata portion of the fee (profit) under-this contract.

FAR 52.237-7 INDEMNIFICATION AND MEDICAL LIABILITY INSURANCE (JAN 1997)

      (a) It is  expressly  agreed  and  understood  that this is a  nonpersonal
services contract,  as defined in Federal  Acquisition  Regulation (FAR) 37.101,
under which the professional services rendered by the Contractor are rendered in
its  capacity as an  independent  contractor.  The  Government  may evaluate the
quality of professional and  administrative  services  provided,  but retains no
control  over  professional  aspects  of the  services  rendered,  including  by
example, the Contractor's professional medical judgment,


<PAGE>

                                                                     ###-##-####
                                                                         Page 24




Page 24 diagnosis,  or specific  medical  treatments.  The  Contractor  shall be
solely liable for and expressly  agrees to indemnify the Government with respect
to any  liability  producing  acts or  omissions  by it or by its  employees  or
agents. The Contractor shall maintain during the term of this contract liability
insurance  issued  by a  responsible  insurance  carrier  of not  less  than the
following amount(s) per specialty per occurrence: $ 2 million general aggregate,
$1 million personal and adv injury and $1 million per occurrence.

      (b) An  apparently  successful  offeror,  upon request by the  Contracting
Officer,  shall furnish  prior to contract  award  evidence of its  insurability
concerning  the medical  liability  insurance  required by paragraph (a) of this
clause.

      (c)  Liability  insurance  may be on either an  occurrences  basic or on a
claims-made  basis.  If  the  policy  is on a  claims-made  basis,  an  extended
reporting endorsement (tail) for a period of not less than 3 years after the end
of the contract term must also be provided.

      (d)  Evidence of  insurance  documenting  the  required  coverage for each
health care provider who will perform  under this contract  shall be provided to
the  Contracting  Officer  prior to the  commencement  of  services  under  this
contract. If the insurance is on a claims-made basis and evidence of an extended
reporting  endorsement  is not provided prior to the  commencement  of services,
evidence of such endorsement shall be provided to the Contracting  Officer prior
to the  expiration of this contact.  Final payment under this contract  shall be
withheld until evidence of the extended reporting endorsement is provided to the
Contracting Officer.

      (e) The  policies  evidencing  required  insurance  shall also  contain an
endorsement to the effect that any  cancellation  or material  change  adversely
affecting the  Government's  interest shall not be effective until 30 days after
the insurer or the Contractor  gives written notice to the Contracting  Officer.
If,  during  the  performance  period of the  contract  the  Contractor  changes
insurance  providers,  the Contractor must provide  evidence that the Government
will be indemnified to the limas specified in paragraph (a) of this clause,  for
the  entire  period  of  the  contract,  either  and,-r  the  new  policy,  or a
combination of old and new policies.

      (f) The  Contractor  shall insert the substance of this clause,  including
this  paragraph  (f), in all  subcontracts  under this  contract for health care
services  and shall  require  such  subcontractors  to provide  evidence  of and
maintain  insurance in accordance with paragraph (a) of this clause.  At least 5
days before the commencement of work by any subcontractor,  the Contractor shall
furnish to the Contracting Officer evidence of such insurance.

                                  HHSAR CLAUSES

352.202-1               Definitions.                            JAN 2001
352.223-70              Safety and health.                      JAN 2001
352.224-70              Confidentiality of information.         JAN 2001



<PAGE>

                                                                     ###-##-####
                                                                         Page 25





352.232-9               Withholding of contract payments.       APR 1984
352.270-4               Pricing of adjustments.                 JAN 2001
352.270-6               Publications and publicity.             JUL 1991
352.270-7               Paperwork Reduction Act.                JAN 2001


52.212-5  CONTRACT  TERMS AND  CONDITIONS  REQUIRED  TO  IMPLEMENT  STATUTES  OR
EXECUTIVE

ORDERS- COMMERCIAL ITEMS (DEC 2001)

      (a) The Contractor shall comply with the following FAR clauses,  which are
incorporated  in this contract by reference,  to implement  provisions of law or
executive orders applicable to acquisitions of commercial items:

      (1) 52.222-3, Convict Labor (E.O. 11755).

      (2) 52.233-3, Protest after Award (31 U.S.C. 3553).

      (b) The Contractor shall comply with the FAR clauses in this paragraph (b)
that  the  Contracting  Officer  has  indicated  as being  incorporated  in this
contract  by  reference  to  implement  provisions  of law or  Executive  orders
applicable to acquisitions of commercial items or components:

_____X         (1) 52.203-6, Restrictions on Subcontractor Sales to the
               Government, with Alternate I (41 U.S.C. 2538 and 10 U.S.C. 2402).

_____(2)       52.219-3, Notice of Total HUBZone Small Business Set-Aside (Jan
               1999).

_____(3)       52.219-4, Notice of Price Evaluation Preference for HUBZone Small
               Business Concerns (Jan 1999) (if the offeror elects to waive the
               preference, it shall so indicate in its offer).

_____(4)(i)    52.219-5, Very Small Business Set-Aside (Pub. L. 103-403, section
               304, Small Business Reauthorization and Amendments Act of 1994).

_____(ii)      Alternate I to 52.219-5.

_____(iii)     Alternate II to 52.219-5.

_____X(5)      52.219-8, Utilization of Small Business Concerns (15 U.S.C.
               637 (d)(2) and (3)).

_____(6)       (6) 52.219-9, Small Business Subcontracting Plan (15 U.S.C.
               637(d)(4)).

_____X(7)      52.219-14, Limitations on Subcontracting (15 U.S.C
               637(a)(14)).

_____(8)(i)    52.219-23, Notice of Price Evaluation Adjustment for Small
               Disadvantaged Business Concerns (Pub. L. 103-355, section 7102,
               and 10 U.S.C. 2323) (if the offeror elects to waive the
               adjustment, it shall so indicate in its offer).

_____(ii)      Alternate I of 52.219-23.

_____(9)       52.219-25, Small Disadvantaged Business Participation
               Program-Disadvantaged Status and Reporting (Pub. L. 103-355,
               section 7102, and 10 U.S.C. 2323).

_____ (10)     52.219-26, Small Disadvantaged Business Participation
               Program-Incentive Subcontracting (Pub. L. 103-355, section 7102,
               and 10 U.S.C. 2323).

_____X (11)    52.222-21, Prohibition of Segregated Facilities (Fete 1999)

_____X(12)     52.222-26, Equal Opportunity (E.O. 11246).

_____X (13)    52.222-35, Equal Opportunity for Special Disabled Veterans,
               Veterans of the Vietnam Era, and Other Eligible Veterans (38
               U.S.C. 4212)

_____X (14)    52.222-36, Affirmative Action for Workers with Disabilities
               (29 U.S.C. 793).


<PAGE>

                                                                     ###-##-####
                                                                         Page 26




_____X         (15) 52.222-37, Employment Reports on Special Disabled Veterans,
               Veterans of the Vietnam Era, and Other Eligible Veterans (38
               U.S.C. 4212).

_____          (16) 52.222-19, Child Labor-Cooperation with Authorities and
               Remedies (E.O. 13126).

_____          (17)(i) 52.223-9, Estimate of Percentage of Recovered Material
               Content for EPADesignated Products (42 U.S.C. 6962(c)(3)(A)(ii)).

_____          (ii) Alternate I of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).

_____          (18) 52.225-1, Buy American Act-Balance of Payments
               Program-Supplies (41 U.S.C. 10a 1 10d).

_____          (19)(i) 52.225-3, Buy American Act-North American Frce Trade
               Agreement-Israeli Trade Act-Balance of Payments Program (41
               U.S.C. 10a - l 0d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note).

_____          (ii) Alternate I of 52.225-3.

_____          (iii) Alternate II of 52.225-3. (20) 52.225-5, Trade Agreements
               (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_____X         (21) 52.225-13, Restriction on Certain Foreign Purchase;; (E.O.
               12722, 12724, 13059, 13067, 13121, and 13129). _- (22) 52.225-15,
               Sanctioned European Union Country End Products (E.O. 12849).

_____          (23) 52.225-16, Sanctioned European Union Country Services (E.O.
               12849).

_____          (24) 52.232-33, Payment by Electronic Funds Transfer-C,-ntral
               Contractor Registration (31 U.S.C. 3332).

_____X         (25) 52.232-34, Payment by Electronic Funds Transfer-Other than
               Central Contractor Registration (31 U.S.C. 3332).

_____          (26) 52.232-36, Payment by Third Party (31 U.S.C. 3332.

_____          (27) 52.239-1, Privacy or Security Safeguards (5 U.S.C. 552a).

_____          (28)(i) 52.247-64, Preference for Privately Owned U.S.Flag
               Commercial Vessels (46 U.S.C. 1241).

_____          (ii) Alternate I of 52.247-64.

           (c) The Contractor shall comply with the FAR clauses in this
paragraph (c), applicable to commercial services, which the Contracting Officer
has indicated as being incorporated in this contract by reference to implement
provisions of law or executive orders applicable to acquisitions of commercial
items or components:

_____X         (1) 52.222-41, Service Contract Act of 1965, As Amended (41
               U.S.C. 351, et seq.).

_____X         (2) 52.222-42, Statement of Equivalent Rates for Federal Hires
               (29 U.S.C. 206 and 41 U.S.C. 351, et seq.). SEE BELOW

_____X         (3)52.222-4,3, Fair Labor Standards Act and Service Contract
               Act-Price Adjustment (Multiple Year and Option Contracts) (29
               U.S.C. 206 and 41 ~U.S.C. 351, et seq.).

_____          (4) 52.222-44, Fair Labor Standards Act and Service Contract
               Act-Price Adjustment (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

_____          (5) 52.222-47, SCA Minimum Wages arid Fringe Benefits Applicable
               to Successor Contract Pursuant to Predecessor Contractor
               Collective Bargaining Age-eement (CBA) (41 U.S.C. 351, et seq.).

      (d) Comptroller General Examination of Record. The Contractor shall comply
with the  provisions  of this  paragraph  (d) if this contract was awarded using
other than sealed bid, is in


<PAGE>

                                                                     ###-##-####
                                                                         Page 27




excess of the simplified acquisition threshold,  and does not contain the clause
at 52.215-2, Audit and Records-Negotiation.

      (1)  The  Comptroller  General  of the  United  States,  or an  authorized
representative  of the  Comptroller  General,  shall have access to and right to
examine  any  of  the  Contractor's   directly   pertinent   records   involving
transactions related to this contract.

      (2) The  Contractor  shall make available at its officer at all reasonable
times the records,  materials,  and other evidence for  examination,  audit,  or
reproduction,  until 3 years after final  payment under this contract or for any
shorter period specified in FAR Subpart 4.7,  Contractor Records  Retention,  of
the other clauses of this contract.  If this contract is completely or partially
terminated,  the records relating to the work terminated shall be made available
for 3 years after any resulting final termination  settlement.  Records relating
to appeals  under the disputes  clause or to  litigation  or the  settlement  of
claims arising under or relating to this contract shall be made available  until
such appeals,  litigation,  or claims are finally resolved.  (3) As used in this
clause, records include books,  document;,  accounting procedures and practices,
and other data, regardless of type and regardless of form. This does not require
the  Contractor  to create or maintain any record that the  Contractor  does not
maintain in the ordinary course of business or pursuant to a provision of law.

      (e)  Notwithstanding  the  requirements  of the clauses in paragraphs (a),
(b), (c) or (d) of this clause,  the  Contractor  is not required to include any
FAR clause,  other than those listed below (and as may be required by an addenda
to this paragraph to establish the reasonableness of prices under Part 15), in a
subcontract for commercial items or commercial components

      (1) 52.222-26, Equal Opportunity (E.O. 11246);

      (2) 52.222-35,  Equal Opportunity for Special Disabled Veterans,  Veterans
of the Vietnam Era, and Other Eligible Veterans (38 U.S.C. 4212);

      (3)  52.222-36,  Affirmative  Action for Workers  with  :Disabilities  (29
U.S.C. 793);

      (4) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels
(46 U.S.C. 1241) (flow down not required for subcontracts  awarded beginning May
1, 1996); and

      (5) 52.222-41, Service Contract Act of 1965, As Amended (41 U.S.C. 351, et
seq.).

                             ADDENDA TO FAR 52.212-5

52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 1989)

      In compliance with the Service  Contract Act of 1965, as amended,  and the
regulations  of the  Secretary of Labor (29 CFR part 4), this clause  identifies
the classes of service employees  expected to be employed under the contract and
s-.-ates the wages and fringe benefits  payable to each if they were employed by
the contracting agency subject to the provisions of 5 U.S.C: 5341 or 5332.

This Statement is for information Only:

It is not a Wage Determination


<PAGE>

                                                                     ###-##-####
                                                                         Page 28




       EMPLOYEE CLASS            MONETARY WAGE -          FRINGE BENEFITS
       RN Supervisory            $27.13/Hour,             GS-11
       RN                        $22.41/Hour,             GS-9
       LPN                       $16.49/Hour,             GS-6
       NA                        $13.23/Hour,             GS-4




<PAGE>

                                                                     ###-##-####
                                                                         Page 29




           PART J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS


ATTACHMENTS

A. Performance Summary Requirements

B. Wage Determination


<PAGE>

                                                                     ###-##-####
                                                                         Page 30



<TABLE>
<CAPTION>

                         PERFORMANCE REQUIREMENT SUMMARY

                                                                                                                      DEDUCTION FROM
                                                                                                                      CONTRACTORS
                                                             MAXIMUM ALLOWABLE DEGREE                                 INVOICE
                                                            OF DEVIATION FORM STANDARD                                PRICE FOR
                                                                ACCEPTABLE QUALITY                                    PERFORMANCE
REQUIRED SERVICE                     STANDARD                     LEVEL (AQL)             METHOD OF SURVEILLANCE      BELOW AQL
<S>                             <C>                         <C>                          <C>
1.    Attend to patients        In accordance with          (.5%) Lot average is         Incident reports,             25%
      basic care needs.         patient care practices      average # of patients (21    complaints form patients
                                all services shall meet     at NHDP Ward and 33 at       and/or care planning team
                                100% performance.           Carville) times 30 work      and review of documents
                                                            shits/month:                 such as care plans, nurses
                                                                                         notes and medication
                                                                                         records.

2.    Comply with care          In accordance with          (1%) Lot is average # of     Incident reports,             25%
      planning (from all        patient care practices      work shifts per month = 30   complaints from patients
      disciplines) and          all services shall meet                                  and/or care planning team
      medical management of     100% performance.                                        and review of documents
      patient.                                                                           such as care plans, nurses
                                                                                         notes and medication
                                                                                         records.

3.    Provide adequate          100% performance            (1%) Lot is average # work   Random monitoring,            15%
      staffing during tour of                               shifts (30) per month x 12   including observations of
      duty.  Shall maintain                                 hours per shift (NHDP Ward   tardiness and leaving early.
      staffing level as                                     Baton Route) and 24 hours
      proposed and                                          (NHDP Carville).
      incorporate din
      contract.

4.    Adhere to charting and    In accordance with          (1%) Lot average is # of     Review of patient charts      20%
      documentation             patient care practices      patients (21 at NHDP Ward
      procedures.               all services shall meet     and 33 at Carville) times
                                100% performance.           30 work shifts/month:

5.    Respect of rights of      100% performance            (2%) Lot is average # work   Observations, patient         10%
      patients and other                                    shifts (30) per month x 12   complains and random
      employees                                             hours per shift (NHDP Ward   interviews of patients.
                                                            Baton Route) and 24 hours

                                (NHDP Carville).

6.    Representation at         100% performance            Once per month and as        Meeting sign in record.       5%
      NHDP's staff meetings.                                needed for special
                                 circumstances.
</TABLE>

[/S/ ATCHA]


<PAGE>

                                                                     ###-##-####
                                                                         Page 31




                 EXPLANATION OF PERFORMANCE REQUIREMENTS SUMMARY

      1. The purpose of this attachment is to:

            1.1 List the  contract  requirements  considered  most  critical  to
acceptable contract performance (columns 1 and 2).

            1.2 Show the  maximum  allowable  degree  of  deviation  (AQL)  from
perfect performance for each requirement that shall be allowed by the Government
before contract performance is considered unsatisfactory (column 3).

            1.3 Explain the quality assurance methods the Government will use to
evaluate  the  Contractor's  performance  in meeting the  contract  requirements
(column 4).

            1.4 Show the  percentage of the major elements of the contract price
that each listed contract requirement represents (column 5).

            1.5 Define the  procedure  the  Government  will use in reducing the
Contractor's monthly payment if satisfactory  performance is not rendered by the
Contractor.

      2. The Government's  primary quality assurance procedures are based on the
recurring critical output of the contract.

      3. The criteria for  satisfactory  and  unsatisfactory  performance are as
follows:

      For areas  surveyed.  Criteria  are based on the lot size and AQL for each
contract requirement. When the number of defects in the Contractor's performance
discovered  by  the  Project  Officer  exceeds  the  unsatisfactory  level,  the
Contractor  shall be required to complete a Contract  Discrepancy  Report (CDR).
The CDR  requires  the  Contractor  to explain in writing  why  performance  was
unsatisfactory, how performance will be returned to satisfactory levels, and how
recurrence of the problem will be prevented in the future.  In  accordance  with
the Inspection of Services clause,  the Contractor will not be paid for services
not rendered in --accordatnce with the standards set forth in this contract.

      4. Monthly  payments to the Contractor  will be reduced by  unsatisfactory
performance using the following methods:

            4.1 Each month,  Contractor performance will be compared to contract
standards and acceptable  quality levels using the Government  quality assurance
surveillance plan.


<PAGE>

                                                                     ###-##-####
                                                                         Page 32





            4.2 If performance in any required  service is  unsatisfactory,  and
the poor performance is clearly the fault of the Contractor,  an amount of money
up to the monthly line item price will be deducted.

      5. The  amount -of money to be  permanently  deducted  for  unsatisfactory
performance will be computed as follows:

      For areas  surveyed.  Total  monthly  price  times the  percentage  of the
function  represented by the required service (column five) times the percentage
found  defective.  The defective  percent is computed by dividing the total line
price by the number of months in the contract period.

      EXAMPLE 1:

      If: Item 1, Attendance to patient care needs is  unsatisfactory  (AQL .5%)
(3.15 errors)

               And:           Contract Price is $10,000 per month
               And:           Patient care deduction percentage is 25%
               And:           Lot size is 630 (21 patients X 30 shifts per
                              month)
               And:           Number of defects in the sample is 5
               Then:          Deduction from the current months invoice is:

      Contract Price X Deduct percentage (25%) X Percent Defective (5 divided by
630 = .8%)

               Or             $10,000 Contract Price
                              X 25% Deduction
                              $2,500
                              X 0.8% Percentage of sample defective
                              $20 month

      EXAMPLE 2:

      If : Item 3,  Adequate  staffing.  If  staffing  requirements  were  found
deficient 8 times during the month.

               And:           Contract Price is $10,000 per month
               And:           Adequate staffing deduction percentage is 15%


<PAGE>

                                                                     ###-##-####
                                                                         Page 33





               And:           Lot size is 720 hours (30 shifts per month X 24
                              hours per day at Carville)
               And:           Number of defects in the sample is 8
               Then:          Deduction from the current months invoice is:

      Contract Price X Deduct  percentage (1 S%) X Percent  Defective (8 divided
by 720 = 1.1 %)

               Or             $10,000 Contract Price
                              X 15% Deduction
                              -----
                              $1,500
                              X 0.8% Percentage of sample defective
                              -----
                              $16.50 Deduction from monthly invoice

      6. During the first month of the  contract,  a larger  error rate (AQL) is
allowed  for some  areas to  recognize  normal  phase-in  problems  for  certain
specific services.  The figures contained in parentheses are the AQLs to be used
during  this  period  and  will  be the  basis  for  determining  unsatisfactory
performance and any  deductions.  These larger error rates apply to the original
start up period only. They do not apply for option periods.

      7.  Nothing  in the  foregoing  provisions  shall  diminish  nor  preclude
Government  actions pursuant to the default clause or other terms and conditions
of this contract.


<PAGE>

                                                                     ###-##-####
                                                                         Page 34



<TABLE>
<CAPTION>
<S>                                                                             <C>
                                                                                                                       Page 1 of 10

                 REGISTER OF WAGE DETERMINATIONS UNDER                                U. S. DEPARTMENT OF LABOR
                        THE SERVICE CONTRACT ACT                                EMPLOYMENT STANDARDS ADMINISTRATION
                 By direction of the Secretary of Labor                                 WAGE AND HOUR DIVISION
                                                                                        WASHINGTON, D.C. 20210

                         [/s/ William W. Gross]                                 Wage Determination No.: 1994-2231
William W. Gross              Division of                                                 Revision No.: 18
Director                      Wage Determinations                               Date of Last Revisions: 05/31/2001
------------------------------------------------------------------------------------------------------------------------------------
State:  Louisiana

Area:  Louisiana Parishes of Ascension, Assumption, East Baton Roug, East Feliciana, Iberia, Iberville, Livingston, Pointe Coupee,
Saint James, St Helena, St Landry, St Martin, ST Mary, Tangipahoa, West Baton Roug, West Feliciana
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


         ** Fringe Benefits Required Follow the Occupational Listing **


OCCUPATION TITLE                                                   MINIMUM
                                                                  WAGE RATE

ADMINISTRATIVE SUPPORT AND CLERICAL OCCUPATIONS

Accounting Clerk I                                                          9.03
Accounting Clerk II                                                        10.42
Accounting Clerk III                                                       13.28
Accounting Clerk IV                                                        14.86
Court Reporter                                                             13.28
Dispatcher, Motor Vehicle                                                  13.28
Document Preparation Clerk                                                  9.04
Duplicating Machine Operator                                                9.04
Film/Tape Librarian                                                         8.78
General Clerk I                                                             7.84
General Clerk II                                                            8,81
General Clerk III                                                           9.62
General Clerk IV                                                           10.79
housing Referral Assistant                                                 15.80
Key Entry Operator I                                                        7.72
Key Entry Operator II                                                       8.77
Messenger (Courier)                                                         7.82
Order Clerk I                                                               9.03
Order Clerk II                                                             10.42
Personnel Assistant (Employment) I                                          8.98
Personnel Assistant (Employment) II                                        10.10
Personnel Assistant (Employment) III                                       15.27
Personnel Assistant (Employment) IV                                        15.80
Production Control Clerk                                                   13.74
Rental Clerk                                                                8.78
Scheduler, Maintenance                                                     10.10
Secretary I                                                                10.10
Secretary II                                                               15.27
Secretary III                                                              15.80
Secretary IV                                                               17.95
Secretary V                                                                19.87

                                                                     /S/ ATCH B]

<PAGE>

                                                                     ###-##-####
                                                                         Page 35




Service Order Dispatcher                                                    8.78
Stenographer I                                                              9.14
Stenographer II                                                            10.34
Supply Technician                                                          17.95
Survey Worker (Interviewer)                                                13.28
Switchboard Operator-Receptionist                                           8.56
Test Examiner                                                              15.27
Test Proctor                                                               15.27
Travel Clerk I                                                              9.12
Travel Clerk II                                                             9.62
Travel Clerk III                                                           10.15
Word Processor I                                                            9.07
Word Processor II                                                          10.60
Word Processor III                                                         12.40
Automatic Data Processing Occupations
Computer Data Librarian                                                     9,62
Computer Operator I                                                         9.75
Computer Operator II                                                       10.88
Computer Operator III                                                     15.:30
Computer Operator IV                                                       17.58
Computer Operator V                                                        19.45
Computer Programmer I (1)                                                  13.27
Computer Programmer II (1)                                                 15.05
Computer Programmer III (1)                                                18.92
Computer Programmer IV (1)                                                 20.66
Computer Systems Analyst I (1)                                             17.91
Computer Systems Analyst II (1)                                            25.06
Computer Systems Analyst III (1                                            27.62
Peripheral Equipment Operator                                              10.88

AUTOMOTIVE SERVICE OCCUPATIONS

Automotive Body Repairer, Fiberglass                                       17.96
Automotive Glass Installer                                                 16.05
Automotive Worker                                                          16.05
Electrician, Automotive                                                    16.99
Mobile Equipment Servicer                                                  14.15
Motor Equipment Metal Mechanic                                             17.96
Motor Equipment Metal Worker                                               16.05
Motor Vehicle Mechanic                                                     17.96
Motor Vehicle Mechanic Helper                                              14.15
Motor Vehicle Upholstery Worker                                            14.96
Motor Vehicle Wrecker                                                      16.05
Painter, Automotive                                                        16.99
Radiator Repair Specialist                                                 16.05
Tire Repairer                                                              13.67
Transmission Repair Specialist                                             17.96

FOOD PREPARATION AND SERVICE OCCUPATIONS


<PAGE>

                                                                     ###-##-####
                                                                         Page 36




Baker                                                                       8.23
Cook I                                                                      6.49
Cook II                                                                     7.71
Dishwasher                                                                  6.13
Food Service Worker                                                         6.13
Meat Cutter                                                                 8.87
Waiter/Waitress                                                             6.13

FURNITURE MAINTENANCE AND REPAIR OCCUPATIONS

Electrostatic Spray Painter                                                16.99
Furniture Handler                                                          10.49
Furniture Refinisher                                                       16.99
Furniture Refinisher Helper                                                12.73
Furniture Repairer, Minor                                                  14.96
Upholsterer                                                                16.99

GENERAL SERVICES AND SUPPORT OCCUPATIONS

Cleaner, Vehicles 6.13 Elevator Operator                                    6.13
Gardener                                                                    7.46
 House Keeping Aid I                                                        5.33
House Keeping Aid II                                                        6.13
Janitor                                                                     6.13
Laborer, Grounds Maintenance                                                6.13
Maid or Houseman                                                            6.80
Pest Controller                                                             6.30
Refuse Collector                                                            6.13
Tractor Operator                                                            8,29
Window Cleaner                                                              6.13

HEALTH OCCUPATION

Dental Assistant                                                           10.93
Emergency Medical Technician (EMT)/Paramedic/Ambulance Driver              11.08
Licensed Practical Nurse I                                                  9.83
Licensed Practical Nurse II                                                11.03
Licensed Practical Nurse III                                               12.34
Medical Assistant                                                           9.77
Medical Laboratory Technician                                              11.24
Medical-Record Clerk                                                        9.95
Medical Record Technician                                                  13.54
Nursing Assistant                                                         I 7.10
Nursing Assistant II                                                        7.98
Nursing Assistant III                                                       8.71
Nursing Assistant IV                                                        9.77
Pharmacy Technician                                                        12.19
Phlebotomist                                                               11.03
Registered Nurse I                                                         15.57
Registered Nurse II                                                        19.06
Registered Nurse II, Specialist                                            19.06


<PAGE>

                                                                     ###-##-####
                                                                         Page 37




Registered Nurse III                                                       23.06
Registered Nurse ill, Anesthetist                                          23.06
Registered Nurse IV                                                        27.62

INFORMATION AND ARTS OCCUPATIONS

Audiovisual Librarian                                                      15.61
Exhibits Specialist I                                                       9.04
Exhibits Specialist II                                                     13.98
Exhibits Specialist III                                                    13.98
Illustrator I                                                               9.04
Illustrator II                                                             13.98
Illustrator III                                                            17.10
Librarian                                                                  18.18
Library Technician                                                         13.74
Photographer I                                                             10.40
Photographer II                                                            16.08
Photographer III                                                           16.08
Photographer IV                                                            19.67
Photographer V                                                             23.81

LAUNDRY, DRY CLEANING, PRESSING AND RELATED OCCUPATIONS

Assembler                                                                  6.4 7
 Counter Attendant                                                          6.47
Dry Cleaner                                                                 8.30
 Finisher, Flatwork, Machine                                                6.47
Presser, Hand                                                              6.4 7
Presser, Machine, Drycleaning                                               6.47
Presser, Machine, Shirts                                                    6.47
Presser, Machine. Wearing Apparel. Laundry                                  6.47
 Sewing Machine Operator                                                    8.91
Tailor                                                                      9.52
Washer, Machine                                                             7,08

MACHINE TOOL OPERATION AND REPAIR OCCUPATIONS

Machine-Tool Operator (Toolroom)                                           16.99
Tool and Die Maker                                                         20.71

MATERIAL HANDLING AND PACKING OCCUPATIONS

Forklift-Operators                                                         12.73
Fuel Distribution System Operator                                          14.15
Material Coordinator                                                       14.96
Material Expediter                                                         14.96
Material Handling Laborer                                                  10.79
Order Filler                                                               11.55
Production Line Worker (Food Processing)                                   12.73
Shipping Packer                                                            10.52
Shipping/Receiving Clerk                                                   10.52
Stock Clerk (Shelf Stocker; Store Worker II)                               11.61
Store Worker                                                               17.63


<PAGE>

                                                                     ###-##-####
                                                                         Page 38




Tools and Parts Attendant                                                  12.73
Warehouse Specialist                                                       12.73

Mechanics and Maintenance and Repair Occupations

Aircraft Mechanic                                                          17.96
Aircraft Mechanic Helper                                                   12.73
Aircraft Quality Control Inspector                                         18.89
Aircraft Service                                                           14.96
Aircraft Worker                                                            16.05
Appliance Mechanic                                                         16.99
Bicycle Repairer                                                           13.67
Cable Splicer                                                              18.65
Carpenter, Maintenance                                                     16.99
Carpet Layer                                                               16.05
Electrician, Maintenance                                                   19.88
Electronics Technician, Maintenance I                                      17.11
Electronics Technician, Maintenance II                                     20.40
Electronics Technician, Maintenance III                                    21.55
Fabric Worker                                                              14.96
Fire Alarm System Mechanic                                                 17.96
Fire Extinguisher Repairer                                                 14.15
Fuel Distribution System Mechanic                                          17.96
General Maintenance Worker                                                 17.96
Heating, Refrigeration and Air Conditioning Mechanic                       17.96
Heavy Equipment Mechanic                                                   17.96
Heavy Equipment Operator                                                   17.96
Instrument Mechanic                                                        17.96
Laborer                                                                     6.13
Locksmith                                                                  16.99
Machinery Maintenance Mechanic                                             17.96
Machinist, Maintenance                                                     17.96
Maintenance Trades Helper                                                  12.73
                                                                          ======
Millwright                                                                 17.96
Office Appliance Repairer                                                  16.99
Painter, Aircraft                                                          16.99
Painter, Maintenance                                                       16.99
Pipefitter, Maintenance                                                    17.96
Plumber, Maintenance                                                       16.99
Pneudraulic Systems Mechanic                                               17.96
Rigger                                                                     17.96
Scale Mechanic                                                             16.05
Sheet-Metal Worker, Maintenance                                            17.96
Small Engine Mechanic                                                      16.05
Telecommunication Mechanic I                                               17.96
Telecommunication Mechanic II                                              18.89
Telephone Lineman                                                          17.96
Welder, Combination, Maintenance                                           17.96
Well Driller                                                               17.96
Woodcraft Worker                                                           17.96


<PAGE>

                                                                     ###-##-####
                                                                         Page 39


Woodworker                                                                15. 53

MISCELLANEOUS OCCUPATIONS

Animal Caretaker                                                            6.26
Carnival Equipment Operator                                                 8.29
Carnival Equipment Repairer                                                 9.03
Carnival Worker                                                             6.13
Cashier                                                                     7.85
Desk Clerk                                                                  9.60
Embalmer                                                                   16.57
Lifeguard                                                                   9.02
Mortician                                                                  16.57
Park Attendant (Aide)                                                      11.11
Photofinishing Worker (Photo Lab Tech., Darkroom Tech)                      8.97
Recreation Specialist                                                      13.32
Recycling Worker                                                            6.87
Sales Clerk                                                                 8.87
School Crossing Guard (Crosswalk Attendant)                                15.67
Sport Official                                                              8.56
Survey Party Chief (Chief of Party)                                        12.59
Surveying Aide                                                              7.39
Surveying Technician (Instr. Person/Surveyor Asst./lnstr.)                 10.81
Swimming Pool Operator                                                      7.53
Vending Machine Attendant                                                   5.97
Vending Machine Repairer                                                    7.53
Vending Machine Repairer Helper                                             5.97

PERSONAL NEEDS OCCUPATIONS

Child Care Attendant                                                        9.60
Child Care Center Clerk                                                    11.99
Chore Aid                                                                   6.13
Homemaker                                                                  15.32

PLANT AND SYSTEM OPERATION OCCUPATIONS

Boiler Tender                                                              17.96
Sewage Plant Operator                                                      16.99
Stationary Engineer                                                        17.96
Ventilation Equipment Tender                                               12.73
Water Treatment Plant Operator                                             16.99

PROTECTIVE SERVICE OCCUPATIONS

Alarm Monitor                                                               9.29
Corrections Officer                                                        11.93
Court Security Officer                                                     12.39
Detention Officer                                                          11.93
Firefighter                                                                13.13
Guard I                                                                     7.06
Guard II                                                                    8.33
Police Officer                                                             14.75


<PAGE>

                                                                     ###-##-####
                                                                         Page 40




STEVEDORING/LONGSHOREMEN OCCUPATIONS

Blocker and Bracer                                                         16.06
Hatch Tender                                                               16.06
Line Handler                                                               16.06
Stevedore I                                                                14.96
Stevedore II                                                               16.99
Technical Occupations Air Traffic Control Specialist, Center (2)           27.00
Air Traffic Control Specialist, Station (2)                                18.62
Air Traffic Control Specialist, Terminal (2)                               20.50
Archeological Technician I                                                 10.09
Archeological Technician II                                                11.28
Archeological Technician III                                               13.98
Cartographic Technician                                                    15.81
Civil Engineering Technician                                               14.20
Computer Based Training (CST) Specialist/ Instructor                       17.61
Drafter I                                                                   8.40
Drafter II                                                                  8.55
Drafter III                                                                 9.04
Drafter IV                                                                 13.98
Engineering Technician I                                                    9.06
Engineering Technician II                                                   9.83
Engineering Technician III                                                 10.40
Engineering Technician IV                                                  16.08
Engineering Technician V                                                   19,67
Engineering Technician VI                                                  23.81
Environmental Technician                                                   15.54
Flight Simulator/Instructor (Pilot)                                        25.06
Graphic Artist                                                             15.57
Instructor                                                                 15.89
Laboratory Technician                                                      13.97
Mathematical Technician                                                    13.98
Paralegal/Legal Assistant I                                                15.27
Paralegal/Legal Assistant II                                               17.95
Paralegal/Legal Assistant III                                              21.97
Paralegal/Legal Assistant IV                                               26.57
Photooptics Technician                                                     16.08
Technical Writer                                                           19.69
Unexploded (UXO) Safety Escort                                             17.16
Unexploded (UXO) Sweep Personnel                                           17.16
Unexploded Ordnance (UXO) Technician I                                     17.16
Unexploded Ordnance (UXO) Technician II                                    20.76
Unexploded Ordnance (UXO) Technician III                                   24.88
Weather Observer, Combined Upper Air and Surface Programs (3)              13.97
Weather Observer, Senior (3)                                               15.54
Weather Observer, Upper Air (3)                                            13.97


<PAGE>

                                                                     ###-##-####
                                                                         Page 41



TRANSPORTATION/MOBILE EQUIPMENT OPERATION OCCUPATIONS

Bus Driver                                                                 17.28
Parking and Lot Attendant                                                   6.73
Shuttle Bus Driver                                                         11.41
Taxi Driver                                                                 7.26
Truckdriver, Heavy Truck                                                   14.21
Truckdriver, Light Truck                                                   11.41
Truckdriver, Medium Truck                                                  12.71
Truckdriver, Tractor-Trailer                                               14.21


ALL OCCUPATIONS LISTED ABOVE RECEIVE THE FOLLOWING BENEFITS:

HEALTH & WELFARE: $2.02 an hour or 580.80 a week or $350.13 a month.


VACATION:  2 weeks paid  vacation  after 1 year of service with a contractor  or
successor;  3 weeks after 5 years, and 4 weeks after 15 years. Length of service
includes the whole span of  continuous  service with the present  contractor  or
successor,  wherever  employed,  and with  the  predecessor  contractors  in the
performance of similar work at the same. Federal facility. (Reg. 29 CFR .x.173)

(HOLIDAYS:  A minimum of ten paid  holidays  per year:  New Year's  Day,  Martin
Luther King Jr.'s Birthday,  Washington's  Birthday  Memorial Day.  Independence
Day. Labor Day.  Columbus Day.  Veterans' Day,  Thanksgiving  Day; and Christmas
Day. (A contractor may substitute for any of the named holidays  another day off
with pay in accordance with o plan communicated to the employees involved.) (See
29 CFR 4.174)


THE OCCUPATIONS WHICH HAVE PARENTHESES AFTER THEM RECEIVE THE FOLLOWING BENEFITS
(as numbered):


1) Does not apply to employees employed in a bona fide executive, administrative
or  professional  capacity as defined  and  delineated  in 29 CFR 541.  (See CFR
4.156)

2) APPLICABLE TO AIR TRAFFIC CONTROLLERS ONLY - NIGHT DIFFERENTIAL:  An employee
is entitled  to pay for all work  performed  between the hours of 6:00 P.M.  and
6:00 A.M.  at the rate of basic  pay plus a night pay plus a night  differential
amounting to 10 percent of the rate of basic pay.

3) WEATHER OBSERVERS - NIGHT PAY & SUNDAY PAY: If you work at night as part of a
regular tour of y, you will earn a night  differential and receive an additional
10% of  basic  pay for any  hours  worked  between  6pm  and  Gam.  If you are a
full-time  employed  (40  hours a week)  and  Sunday  is part of your  regularly
scheduled workweek, you are paid at your rate of basic pay plus a Sunday premium
of 25% of your  basic rate for each hour of Sunday  work  which is not  overtime
(i.e.  occasional  work on Sunday  outside the normal tour of duty is considered
overtime work).

HAZARDOUS PAY DIFFERENTIAL: An 8 percent differential is applicable to employees
employed in a position that represents a high degree of hazard when working with
or in close proximity to ordinance,  explosives;  and incendiary materials. This
includes  work such as  screening,  blending,  dying,  mixing,  and  pressing of
sensitive ordance,  explosives and pyrotechnic  compositions such as lead azide,
black  powder  and  photoflash  powder.  All.  dry-house   activities  involving
propellants   or   explosives.   Demilitarization,   modification,   renovation,
demolition,  and maintenance  operations on sensitive ordinance,  explosives and
incendiary  materials.  All  operations  involving  regrading  and  cleaning  of
artillery ranges.

A 4 percent  differential is applicable to employees employed in a position that
represents a low degree of hazard when working  with,  or in close  proximity to
ordancne,   (or  employees  possibly  adjacent  to)  explosives  and  incendiary
materials which involves  potential injury such as laceration of hands, face, or
arms of the employee  engaged in the  operation,  irritation of the skin,  minor
burns and the  like:  minimal  damage  to  immediate  or  adjacent  work area or
equipment being used. All operations involving,  unloading, storage, and hauling
of ordance.  explosive,  and incendiary  ordnance material other than small arms
ammunition.  These  differentials  are  only  applicable  to work  that has been
specifically  designated by the agency for ordance,  explosives,  and incendiary
material differential pay.


<PAGE>

                                                                     ###-##-####
                                                                         Page 42



**UNIFORM ALLOWANCE **


If employees are required to wear uniforms in the  performance  of this contract
(either by the terms of the Government contract,  by the employer,  by the state
or local law,  etc.),  the cost of furnishing  such uniforms and maintaining (by
laundering or dry cleaning) such uniforms is an expense that may not be borne by
an employee  where such cost reduces the hourly rate below that  required by the
wage  determination.  The  Department of Labor will accept payment in accordance
with the following standards as compliance:

The  contractor or  subcontractor  is required to furnish all employees  with an
adequate  number of uniforms  without  cost or to  reimburse  employees  for the
actual cost of the uniforms. In addition, where uniform cleaning and maintenance
is made the  responsibility of the employee,  all contractors and subcontractors
subject  to this  wage  determination  shall  (in  the  absence  of a bona  fide
collective  bargaining  agreement  providing  for a  different  amount,  or  the
furnishing of contrary  affirmative proof as to the actual cost),  reimburse all
employees for such cleaning and maintenance at a rate of 83.35 per week (or 8.67
cents per day).  However,  in those instances  where the uniforms  furnished are
made of "wash and wear" materials,  may be routinely washed and dried with other
personal  garments,  and  do not  require  any  special  treatment  such  as dry
cleaning,  daily  washing,  or  commercial  laundering  in  order  to  meet  the
cleanliness or appearance standards set by the terms of the Government contract,
by the contractor, by law, or by the nature of the work, there is no requirement
that employees be reimbursed for uniform maintenance costs.


                 ** NOTES APPLYING TO THIS WAGE DETERMINATION **

Source of Occupational Title and Descriptions:

The duties of  employees  under job titles  listed  are those  described  in the
"Service Contract Act Directory of Occupations,"  Fourth Edition.  January 1993,
as  amended  by  the  Third  Supplement,  dated  March  1997,  unless  otherwise
indicated.   This  publication  may  be  obtained  from  the  Superintendent  of
Documents,  at 202783-3238,  or by writing to The  Superintendent  of Documents,
U.S. Government Printing Office, Washington. D.C. 20,102. Copies of specific job
descriptions may also be obtained from the appropriate contracting officer


REQUEST FOR AUTHORIZATION OF ADDITIONAL  CLASSIFICATION  AND WAGE RATE {Standard
Form 1444 (SF 1444))


Conformance Process:

The contracting  officer shall require that any class of service  employee which
is not listed herein and which is to be employed under the contract  (i.e.,  the
work to be performed is not performed by any  classification  listed in the wage
determination),  be classified  by the  contractor so as to provide a reasonable
relationship (i.e., appropriate level of skill comparison) between such unlisted
classifications and the classifications  listed in the wage determination.  Such
conformed  classes of employees  shall be paid the monetary  wages and furnished
the  fringe  benefits  as are  determined.  Such  conforming  process  shall  be
initiated by the  contractor  prior to the  performance of contract work by such
unlisted class(es) of employees. The conformed classification, wage rate, and/or
fringe benefits shall be retroactive to the  commencement  date of the contract.
{See Section 4.6 (C)(vi)) When multiple  wage  determinations  are included in a
contract,  a separate SF 1444 should be prepared for each wage  determination to
which a class(es) is to be conformed.

The process for preparing a conformance request is as follows:

1) When  preparing the bid, the  contractor  identifies the need for a conformed
occupations) and computes a proposed rate(s).

2) After contract  award,  the  contractor  prepares a written report listing in
order proposed  classification  title(s),  a Federal grade equivalency (FGE) for
each proposed classification(s),  job description(s),  and rationale for roposed
wage rate(s),  including  information regarding the agreement or disagreement of
the authorized  epresentative  of the employees  involved,  or where there is no
authorized  representative,  the employees themselves.  themselves.  This report
should be submitted to the contracting  officer no later than 30 days after such
unlisted classes) of employees performs any contract work.

3 The contracting  officer  reviews the proposed  action and promptly  submits a
report of the action,  together with the agency's  recommendations and pertinent
information  including the position of the contractor and the employees,  to the
Wage and Hour Division, Employment Standards Administration, U .S. Department of
Labor, for review. (See section 4.6(b)(2) of Regulations 29 CFR Part 4).

4) Within 30 days of receipt, the Wage and Hour Division approves,  modifies, or
disapproves the action via


<PAGE>

                                                                     ###-##-####
                                                                         Page 43



transmittal  to the agency  contracting  officer,  or notifies  the  contracting
officer that additional time will be required to process the request.

5)  The  contracting  officer  transmits  the  Wage  and  Hour  decision  to the
contractor.

6) The contractor informs the affected employees.

Information  required by the  Regulations  must be  submitted on SF 1444 or bond
paper.

When  preparing a conformance  request,  the "Service  Contract Act Directory of
Occupations" (the Director;  should be used to compare job definitions to insure
that duties  requested are not performed by a  classification  already listed in
the wage  determination.  Remember,  it is not the job title,  but the  required
tasks  that  determine  whether  a class  is  included  in an  established  wage
determination.  Conformances ma; not be used to artificially split,  combine, or
subdivide classifications listed in the wage determination.