EXHIBIT 10.17

                        APPROVED BY THE ATTORNEY GENERAL

                                            -------------------- -------------
                                            CONTRACT NUMBER      AM. NO.
                                            ICM03232
                                            -------------------- -------------
                                            TAXPAYER'S FEDERAL EMPLOYER
                                            IDENTIFICATION NUMBER
                                            54-1433399
                                            -------------------- -------------

         THIS  AGREEMENT,  made and entered into this 1st day of April ___, 2004
under the State of California,  by and between State of California,  through its
duly elected or appointed, qualified and acting

<TABLE>
<CAPTION>
<S>                                          <C>                              <C>
-------------------------------------------- --------------------------------
TITLE OF OFFICER ACTING FOR STATE            AGENCY
Institution Medical Contracts Section        Department of Corrections,       hereafter called the State, and
CONTRACTOR'S NAME
-------------------------------------------- --------------------------------
TELESCIENCE INTERNATIONAL, INC., DBA,                                         hereafter called the Contractor.
     TELESCIENCE MEDICAL SYSTEMS
-----------------------------------------------------------------------------
</TABLE>

WITNESSETH:  That  the  Contractor  for and m  consideration  of the  covenants,
conditions,  agreements,  and stipulations of the State  hereinafter  expressed,
does hereby,  agree to furnish to the State  services and  materials as follows:
(Set forth service to be rendered by Contractor,  amount to be paid  Contractor,
time for  performance or  completion,  and attach plans and  specifications,  if
any.)


         This is a Master  Contract  in which the  Contractor  agrees to provide
temporary/relief  Psychiatric  Technician(s)  for  institutions as identified in
Exhibit 1,  Hierarchy  Chart,  under the California  Department of  Corrections,
hereafter  known as CDC.  The CDC is mandated to provide  medical  services  for
inmates at CDC  correctional  institutions.  A Notice to Proceed  (NTP) shall be
executed  for each  participating  institution  listed  in  Attachment  D.  This
contract is not  exclusive  and CDC  reserves  the right to contract  with other
Contractors for the same service. There is no monetary obligation on this Master
Contract; funds for each institution will be encumbered on an NTP.

         Services   shall  be  provided  in   accordance   with  the   following
Attachments,  attached  and  hereby  incorporated  into  this  contract  by this
reference.

Attachment A - Scope of Services
Attachment B - General Terms and Conditions
Attachment C - Bid Proposal
Attachment C-1 - Rate Sheet
Attachment D - Participating Institutions
Attachment E - Regional Accounting Offices

         The term of this  contract  shall be April 1,  2004  Through  March 31,
2007.

         The estimated  contract amount shall not exceed  FOURTEEN  MILLION FOUR
HUNDRED NINETY TWO THOUSAND NINE HUNDRED  TWENTY FIVE DOLLARS  ($14,492,925.00).
The State makes no commitment,  written or implied, as to the total amount to be
expended during the term of this agreement.


<PAGE>

<TABLE>
<CAPTION>
<S>                             <C>              <C>
CONTINUED ON                    40     SHEETS, EACH BEARING NAME OF CONTRACTOR AND CONTRACT NUMBER.
=====================================================================================================================
The provisions, on the reverse side hereof constitute a part of this agreement.
IN WITNESS WHEREOF, this agreement has been executed by the parties hereto, upon the date first above written.
=====================================================================================================================
                 STATE OF CALIFORNIA                                         CONTRACTOR
------------------------------------------------ --------------------------------------------------------------------
AGENCY                                           CONTRACTOR (if other than an individual, state whether a corporation,
                                                 partnership, etc.)

Department of Corrections                        TELESCIENCE INTERNATIONAL, INC., DBA
                                                 TELESCIENCE MEDICAL SYSTEMS
------------------------------------------------ --------------------------------------------------------------------
BY (AUTHORIZED SIGNATURE)                        BY (AUTHORIZED SIGNATURE)
                                                 /s/ Christopher M. Wallace
------------------------------------------------ --------------------------------------------------------------------
PRINTED NAME OF PERSON SIGNING                   PRINTED NAME OF PERSON SIGNING
Debra L. Smith, Chief                            Christopher M. Wallace, Vice President
------------------------------------------------ --------------------------------------------------------------------
TITLE                                            ADDRESS,
Institution Medical Contracts Section            8150 Leesburg Pike No. 1200, Vienna,, Virginia, 22182
                                                 (703) 641-8890 Ext. 133
------------------------------------------------ --------------------------------------------------------------------
                                                                                      Department of General Services
                                                                                                  Use Only
                                                                                      ===============================
</TABLE>

         1. The  Contractor  agrees to  indemnify,  defend and save harmless the
State,  its officers,  agents and  employees  from any and all claims and losses
accruing or resulting to any and all contractors,  subcontractors,  materialmen,
laborers and any other person, firm or corporation  furnishing or supplying work
services,  materials  or supplies in  connection  with the  performance  of this
contract,  and from any and all claims and losses  accruing or  resulting to any
person,  firm or corporation  who may be injured or damaged by the Contractor in
the performance of this contract.

         2. The Contractor,  and the agents and employees of Contractor,  in the
performance  of the  agreement,  act  in an,  independent  capacity  and  not as
officers or employees or agents of State of California.

         3. The  State may  terminate  this  agreement  and be  relieved  of the
payment,  of any  consideration to Contractor  should Contractor fail to perform
the covenants herein contained at the time and in the manner herein provided. In
the event of such  termination the State may proceed with the work in any manner
deemed proper by the State. The cost to the State shall be deducted from any sum
due the Contractor under this agreement,  and the balance, if any, shall be paid
the Contractor upon demand.

         4.  Without the written  consent of the State,  this  agreement  is not
assignable by Contractor either in whole or in part.

         5. Time is of the essence in this agreement.

         6. No  alteration,  or variation of the terms of this contract shall be
valid  unless  made in writing  and signed by the  parties  hereto,  and no oral
understanding or agreement not incorporated  herein,  shall be binding on any of
the parties hereto.

         7. The consideration to be paid Contractor, as , provided herein, shall
be in compensation for all of Contractor's  expenses incurred in the performance
hereof, including travel and per diem, unless otherwise expressly so provided.

<PAGE>

<TABLE>
<CAPTION>
<S>                                     <C>                                  <C>              <C>        <C>
============================================================================================================================
AMOUNT ENCUMBERED BY THIS               PROGRAM/CATEGORY (CODE AND TITLE)                       FUND TITLE
DOCUMENT                                99-Clearing Account                                     General Fund
                                        ------------------------------------------------------------------------------------
$0                                      (OPTIONAL USE)
----------------------------------------
PRIOR AMOUNT ENCUMBERED FOR             Various
                                        ------------------------------------------------------------------------------------
THIS CONTRACT                           ITEM                                 CHAPTER          STATUTE    FISCAL YEAR
                                                                             157              2003       03/04
                                                                             Pending          2004       04/05
                                                                             Pending          2005       05/06
                                        5240-001-0001-Various                Pending          2006       06/07
----------------------------------------
TOTAL AMOUNT ENCUMBERED TO
                                        ------------------------------------------------------------------------------------
DATE                                    OBJECT OF EXPENDITURE (CODE AND TITLE)
$0
----------------------------------------------------------------------------------------------------------------------------
I hereby certify upon my own personal knowledge that budgeted funds are available     T.B.A. NO.      B.R. NO.
for the period and purpose of the expenditure stated above.
----------------------------------------------------------------------------------------------------------------------------
SIGNATURE OF ACCOUNTING OFFICER                                                                 DATE
X
============================================================================================================================
</TABLE>


                                      HIERARCHY CHART

                ---------------------------------------------------------
                  INSTITUTION GROUP                PSYCHIATRIC TECHNICIAN
                ---------------------------------------------------------
                1:    PBSP                                   FIFTH
                2.    CCC, HDSP                            SECONDARY
                3.    DVI, MC, SCC                         SECONDARY
                4.    CMF, SOL                             SECONDARY
                5.    FSP, SAC                             SECONDARY
                6.    SQ                                   SECONDARY
                7.    CCWF, VSPW                            PRIMARY
                8.    SVSP, CTF                            TERTIARY
                9.    ASP, PVSP                             PRIMARY
                10.   COR, CSA                              PRIMARY
                11.   NKSP, WSP                            SECONDARY
                12.   CCI, LAC                             SECONDARY
                13.   CMC                                  SECONDARY
                14.   CIM, CIW, CRC                         FOURTH
                15.   CAL, CEN                             TERTIARY
                16.   CVSP, ISP                            SECONDARY
                17.   RJD                                  SECONDARY


<PAGE>

Telescience International, Inc., DBA                                Attachment A
     Telescience Medical Systems


                               STATE OF CALIFORNIA
                            DEPARTMENT OF CORRECTIONS

                                SCOPE OF SERVICES

                TEMPORARY RELIEF PSYCHIATRIC TECHNICIAN SERVICES

                              CONTRACT NO. ICM03232

INTRODUCTION/SERVICES

         The Contractor shall provide temporary/relief Psychiatric Technician(s)
for  institutions  under the  California  Department of Corrections  (CDC).  The
Contractor shall provide the psychiatric technician(s) on an as needed basis for
the term of the contract for  inmate/patients  within the confines of the prison
grounds. Services will be utilized to temporarily fill vacancies and may be used
for long-term sick leave  replacement  of the  Department of Corrections  staff.
Psychiatric  Technician(s) shall work under the clinical direction of the Health
Care Manager/Chief  Medical Officer (HCM/CMO),  Chief Psychiatrists or designee.
The Contractor assumes full responsibility for the provision of these services.

         The Contractor  shall provide  services in accordance  with CDC Medical
Standards of Care and National standards.

         Any and all services performed outside the scope of this agreement will
be at the sole risk and expense of the Contractor.

         The Contractor  agrees that all expenses  associated with travel to and
from the  institution,  lodging and all training  expenses,  such as  continuing
medical  education  for  referred  personnel  shall  be at  the  expense  of the
Contractor  or  the  Psychiatric   Technician(s)  and  will  not  be  separately
reimbursed by CDC.


INMATE HEALTH CARE

         The Contractor acknowledges that CDC is not obligated to provide or pay
for inmate health care services or treatment  beyond those,  which are essential
to prevent  death or permanent or severe  disability.  If health care service or
treatment  is  nonessential  or could  safely be  deferred  until the  inmate is
released  from  custody  when  he/she  is  able  to  arrange  for  services  for
him/herself then CDC shall defer services.  Prior authorization must be obtained
and  documented  in the inmate's  health record for those  excluded  health care
services or treatments listed in CDC's Medical Standards of Care.


DUTIES/PERFORMANCE

         Psychiatric Technician duties shall include, but not be limited to:

         1. Give a basic level of general  behavioral  and  psychiatric  nursing
care to mentally or developmentally disabled inmates/patients.

         2. Conduct daily  clinical  rounds and  monitoring of  inmates/patients
with signs and symptoms of mental illness.

<PAGE>

         3. Under general  supervision,  performs psychiatric nursing procedures
such  as  administering  medications  and  treatments,   including,   hypodermic
injections,   urinary   catheterizations,   enemas  and   taking  and   charting
temperature, pulse, blood pressure and respiration.

         4. Work with other  disciplines as part of Treatment Team to provide an
overall treatment program for inmates/patient.

         5. Assist in the development of group and individual  therapy regimens.
Act as a provider of group therapy to inmates.

         6. Providing liaison activities with Custody personnel in management of
mentally or developmentally disabled inmates/patients.

         7. Observes inmates/patients physical condition and behavior and report
significant changes.

         8. Prepares and cares for inmate/patient(s) during treatment.

         9. Gives first aid as needed.

         10.  Participates  as  a  member  of  the  multidisciplinary  team  the
development   of   treatment   plans  and   objectives   from   assessments   of
inmates/patient(s).

         11.   Helps  to  create  a  safe  and   therapeutic   environment   for
inmate/patient(s).


HOURS OF OPERATION

         Services  will be provided  on an as needed  basis in  accordance  with
Attachment D.


REQUEST FOR SERVICE

         The Contractor  shall have a locally based contact person  available by
telephone  twenty-four  (24) hours a day.  TELEPHONE  ANSWERING  DEVICES  (E.G.,
MESSAGE  MACHINES) ARE NOT ACCEPTABLE.  The initial contact to request  services
may be by telephone;  however,  CDC shall follow up immediately with a facsimile
request. The Contractor shall respond to the Institution's  request for services
within two (2) hours of the initial contact.

         Psychiatric Technician services may be ordered twenty-four (24) hours a
day, seven (7) days a week,  including  holidays.  The Contractor  shall provide
Psychiatric  Technician(s)  within the time frames  specified by the Institution
contract liaison. Requests for services shall be for eight (8) hours or less per
day upon mutual agreement between the Contractor and HCM/CMO, Chief Psychiatrist
or designee.

         When  requesting  services,  CDC shall inform the  Contractor of 1) the
duration of services, 2) the number of Psychiatric Technician's required, and 3)
the shift  assignment(s).  The  Contractor  must be able to provide  Psychiatric
Technician(s)  who will work a regular  work  schedule of eight (8), ten (10) or
twelve  (12)  hours  per day.  If the needs of the  Institution  are for a shift
greater  than eight (8) hours  (i.e.,  10 or 12  hours),  the  Contractor  shall
provide  sufficient  personnel to cover the requested  shift. The Contractor may
use multiple  staff to cover any shift  greater than eight (8) hours in order to
avoid the payment of overtime.  Any overtime  related to this coverage  shall be
paid for by the  Contractor.  If the duration of services must be extended,  CDC
shall make every attempt to notify the Contractor not less than seventy-two (72)
hours before the end of the current service period.  The Institution's  HCM/CMO,
Chief Psychiatrist or designee shall document the request in writing.

<PAGE>

         CDC may cancel or change the Psychiatric  Technician(s)  assignments by
telephone,  without  incurring  any  liability,  up to eight (8) hours  before a
scheduled reporting time. If CDC cancels or changes a requested  assignment less
than eight (8) hours before a scheduled,  reporting time, and referred personnel
reports as  scheduled,  CDC shall pay staff for half the hours  staff would have
worked at the daily 2nd Shift rate.

         When  services are needed,  the lowest  "primary"  contractor  shall be
contacted  first.  WHEN and ONLY IF, the lowest  contractor is unable to provide
the requested  services,  the second lowest contractor shall be contacted,  this
process will be repeated based on the number of contracts awarded.  This process
will take place each time the  Institution  contacts the  Contractor  to provide
services.  Contractors  with  multiple  contracts  for the same service and same
institution  shall be obligated to provide  services at the rates in the primary
contract until all the  obligations  (i.e., # of hours,  etc.) under the primary
contract are attained  before the  secondary  or  subsequent  contract can be in
effect.  The  only  exception  to  this  provision  would  be if the  second  or
subsequent  contract rates were lower than the primary  contract rates.  The CDC
has the sole right to determine which contract will be in effect.

         The contract is not a guarantee  of business,  and is subject to change
depending on CDC's ability to fill staff vacancies  and/or the return to work of
CDC staff from long-term sick leave.  However CDC shall endeavor to provide five
(5) working days notice prior to cancellation of provider(s) assignment.


SCHEDULING

         The Contractor and the Contractor's  provider(s)  shall ensure that all
ordered  Psychiatric  Technician  services  have  prior  authorization  and  are
mutually  agreed upon between' the HCM/CMO,  Chief  Psychiatrist or designee and
the Contractor.

         At the time of scheduling,  CDC shall provide the  Contractor  with the
following information:

         1. The duration of services,

         2. The number of Psychiatric Technicians required, and

         3. The shift assignment(s).

         This is a good faith estimate based on the  circumstances  known to CDC
at the time of the request.  If the duration of services  must be extended,  CDC
shall make every attempt to notify the Contractor not less than five (5) working
days  before  the end of the  current  service  period.  The  request  shall  be
documented  in writing  by the  institution's  HCM/CMO,  Chief  Psychiatrist  or
designee.

         CDC may cancel or change requested  provider  assignments by telephone,
without  incurring  any  liability,  up  to  twenty-four  (24)  hours  before  a
provider's  scheduled  reporting  time.  If  cancellation  time occurs less than
twenty-four (24) hours before  reporting,  the institution  shall be responsible
for finding suitable tasks (commensurate with licensure) for the provider during
the next shift following the request to cancel.  The Contractor shall notify CDC
at least  twenty-four  (24) hours in advance of scheduled  services if unable to
provide  services  for  reasons  other  than  illness  or  immediately   provide
replacement staff to avoid disruption of service.

<PAGE>

OVERTIME PAY RATE ALLOWANCES

         The Contractor  shall be  responsible  for rotating staff and providing
relief  staff to avoid  Contractor's  payment  of  overtime.  CDC shall only pay
overtime to the  Contractor  for  unanticipated  events,  such as an institution
emergency  after a  regular  work  schedule  greater  than  eight  (8)  hours or
lock-down  at time and  one-half  (1-1/2)  the  hourly  rate  identified  in the
Contractor's Bid Proposal (Attachment C-1) when authorized by the HCM/CMO, Chief
Psychiatrist or designee.

         If an  unanticipated  overtime  situation  arises,  the Contractor must
obtain written  approval from the HCM/CMO,  Chief  Psychiatrist  or designee for
payment of overtime.  The  Contractor's  failure to obtain written  approval for
overtime will make the Contractor the  responsible  party for the payment of any
unauthorized overtime to affected personnel.  If the HCM/CMO, Chief Psychiatrist
or designee approves the overtime,  a copy of the approval letter must accompany
the monthly invoices.

         The Contractor shall guarantee that California Labor Code,  Division 2,
Part 2,  Chapter 1,  Sections  500 through  558,  have been  complied  with when
providing personnel to work the alternate and/or regular work schedule.


HOLIDAY PAY RATE ALLOWANCES

         CDC shall pay holiday rates for official  State of California  holidays
to the Contractor at time and one-half  (1-1/2) the hourly rate as identified in
the Contractor's Bid Proposal  (Attachment C-1).  California State Holidays are:
New Year's Day; Martin Luther King, Jr. Day;  Lincoln's  Birthday;  Washington's
Birthday;  Cesar Chavez Day, Memorial Day; Independence Day; Labor Day; Columbus
Day; Veteran's Day; Thanksgiving Day; Day after Thanksgiving and Christmas Day.

         Holiday  rates  will be paid  commencing  with the 1st Shift work hours
before the  holiday  through  the 3rd Shift  work  hours on the actual  holiday.
Services are to be provided,  for a variety of shifts,  which are not limited to
the following: Example: the Christmas Holiday would be paid at time and one-half
(1-1/2) as follows:

                  December 24th, 1st Shift - 10:30 p.m. to 6:30 a.m.

                  December 25th, 2nd Shift - 6:30 a.m. to 2:30 p.m.

                  December 25th, 3rd Shift - 2:30 p.m. to 10:30 p.m.


FAILURE TO PERFORM

         In    order    to     determine    if    industry     standards     and
departmental/institution   policies,   and   procedures,   are  adhered  to  and
maintained,  CDC will routinely  evaluate the work  performance of all personnel
assigned to CDC. Any personnel  who fails to perform,  does not meet the minimum
qualifications,  or who is  physically or mentally  incapable of performing  the
required duties of the position, shall not tie permitted to perform service. The
HCM/CMO,  Chief  Psychiatrist or designee shall state in writing the reasons the
personnel  do not meet  qualifications  and CDC shall not be required to pay the
Contractor  for any  hours  worked by such  personnel.  The  Contractor  will be
required to provide an immediate replacement.

         Failure to provide  services on three (3) or more  occasions may result
in the  institution  not having to contact  your  company  prior to going to the
other providers for the duration of the contract term.

<PAGE>

LICENSES/PERMITS/CERTIFICATIONS REQUIREMENTS

         The Contractor  shall possess and maintain  throughout the term of this
contract a license to do business in the State of California and shall maintain,
at  Contractor's  expense,  any and all  necessary  license(s),  permit(s),  and
certificate(s) required by law. Such license(s),  permit(s),  and certificate(s)
shall be in full force and  effect  prior to  conducting  any work  required  in
connection with this contract.

         Contractors located within the State of California shall meet all terms
and  conditions  for  operating  a  business  in the,  city/county  in which the
business is headquartered. Contractors which are corporations located within the
State of California may submit a copy of the incorporation documents/letter from
the  Secretary of State.  Contractors  located  outside the State of  California
shall meet all terms and  conditions  for  operating  a  business  in the state,
province, or country in which it is headquartered, and shall submit an affidavit
to show that the  business  is in good  standing  in that  state,  province,  or
country.

         Psychiatric Technician(s) must possess a valid license to practice as a
Psychiatric  Technician  issued by the California  Board of Vocational Nurse and
Psychiatric Technician Examiners. Copies of the licensing documents are required
for all personnel designated for assignment to CDC and shall be submitted to the
Institution's contract liaison prior to providing services.

         Prior  to  providing  services  as  outlined  in  this  contract,   the
Contractor shall submit to the HCM/CMO, Chief Psychiatrist or designee copies of
all  licenses,  permits,  and  certifications  including  but not limited to the
following:

         1. Resume

         2. California  Board of Vocational  Nurse and  Psychiatric  Technician
            Examiners License

         3. Health Care Provider CPR Card (American Heart or Red Cross).

         4. Tuberculosis Clearance.

         The Contractor is  responsible  for verifying  through the  appropriate
licensing  board that no  adverse  actions  have been  taken by State  licensing
authorities  against any  personnel  assigned to CDC,  and that all licenses are
active and void of misconduct.  CDC may, at its  discretion,  verify the current
status of personnel assigned.

         The Contractor shall ensure that all licenses, permits, certifications,
and other requirements as outlined herein are current and in effect at all times
during the term of this  contract.  In the event the  required  licenses  and/or
certifications  are to expire,  the  Contractor  shall  provide  current/renewed
license/certification(s) to CDC not less than thirty (30) calendar days prior to
its expiration.  If, during the course of this contract, any of the licenses and
requirements as stated herein are found to be inactive or not in compliance, CDC
may immediately terminate this contract.


PERSONNEL

         The  institutions  shall  approve in  advance  all  required  personnel
assigned to the contract. If any employee of the Contractor is unable to perform
due to illness,  resignation,  or factors beyond the Contractor's  control,  the
Contractor  shall  immediately  submit  qualifications  of  proposed  substitute
personnel to the  Institution  for  approval.  Failure to do so may be cause for
termination of this contract.

<PAGE>

         Personnel  referred  through this  contract  must be  proficient in the
English  language:  be able to  speak  fluently,  understand  oral  and  written
communications,  and write  effectively in the English  language.  Any personnel
referred who fails to meet the minimum  qualifications shall not be permitted to
perform  service.  The HCM/CMO,  Chief  Psychiatrist  or designee shall state in
writing  the   reason(s)   the   referred   personnel   does  not  meet  minimum
qualifications.  CDC shall not pay the  Contractor  for any hours  worked by the
referred personnel.


CONTRACT LIAISON

         The contract  liaison for each  Institution  is listed in Attachment D.
The  Institution's  contract  liaison or designee shall  pre-arrange  all needed
services to assure  continuity  of care and  minimize  the  disruption  of CDC's
workload.


CONTRACT OR'S RESPONSIBILITIES

         Upon request by CDC, the  Contractor  shall  provide the name,  date of
birth,   Social   Security   number,   and  valid  state  driver's   license  or
identification  card number of all prospective  employees for the  Institution's
security check and gate clearance approval.

         The  Institution's  contract liaison shall be notified of any additions
or corrections to the Contractor's list of prospective  employees at least five;
(5) working days before the employee's start date.

         The Contractor  shall obtain at least two (2) reference  checks on each
staff member and maintain  records of  verification.  Such records shall include
the following:

         1. Name of person contacted and date

         2. Name of previous facility/areas/units worked

         3. Length of employment, and

         4. Rehire status


CDC ORIENTATION/TRAINING

         Prior  to  any  work  assignment,  the  Contractor  shall  ensure  that
personnel  attend the  appropriate  orientation/training  provided by CDC.  This
orientation/training  provided by CDC personnel  will ensure that all Contractor
personnel  assigned to CDC are familiar with the California Code of Regulations,
Title 15, CDC Director's  Rules and  Regulations and any by-laws that may apply.
Orientation/training will include, but not be limited to, the following:

         1.       Required    documents   to   be   carried   (e.g.,    license,
                  Cardiopulmonary  Resuscitation  (CPR) card, CDC identification
                  badge, registry identification)

         2.       Administrative  and  nursing  policies/procedures  specific to
                  patient care area

         3.       Infection Control

         4.       OSHA regulations relating to Bloodborne Pathogen:

         5.       CDC Tuberculosis (TB) Exposure Control Plan

<PAGE>

         6.       Patient/Personal Safety relating to fire, electrical, disaster
                  preparedness,   hazardous   material,   equipment  safety  and
                  management,  Proposition 65/"Employee Right to Know," Advanced
                  Directives and Patients Rights

         7.       Inmate security policies and procedures

         8.       Reporting for beginning/ending of shift assignment

         9.       Rules governing overtime

         10.      Uniform or dress code

         11.      Reporting of personal illness

         12.      Reporting of industrial illness or injury

         13.      Background Investigations,  Fingerprinting, and Digest of Laws
                  Relating to Association with Prison Inmate Requirements

         14.      Rules governing  authorization to be on CDC premises  (limited
                  to scheduled work hours or orientation/training): and

         15.      Rules  governing gate clearance  requirements  (must be met no
                  less than seven (7) days prior  to-first  scheduled  visit and
                  shall  include:  Psychiatric  Technician's  name,  valid state
                  driver's  license  or  identification   card  number,   Social
                  Security Account Number,  and date of birth.  This information
                  shall be provided to the Institution's contract liaison person
                  listed herein).

         Each   staff   member   will  be  paid  for  the  time   spent  in  the
Orientation/Training  class  after  the staff  member  has  worked a minimum  of
seventy-two (72) hours in excess of the orientation hours.

         The  Contractor  shall  maintain all employee  records,  including  all
records of required health  examinations,  employment records such as W-2 Forms,
etc., for a minimum of three (3) years  following the  termination of employment
of any Psychiatric Technician(s) assigned to CDC.

         To maintain  continuity  of services and ensure  safety for all workers
should  a  prolonged  need for  services  develop,  the  Contractor  shall  make
available  to CDC  only  those,  licensed  Psychiatric  Technician(s)  who  have
completed the CDC Orientation/Training.


INSPECTIONS

         Inspections shall be carried out by the HCM/CMO,  Chief Psychiatrist or
designee at various  times during the  contract  term to check on the quality of
work and determine  acceptability or work performed before contract payment with
be approved.


DEPARTMENT OF CORRECTIONS CONTACT INFORMATION

         Should  questions or problems  arise during the term of this  contract,
the Contractor should contact the following offices:

<PAGE>

SCOPE OF SERVICES/PERFORMANCE ISSUES

         Refer to Attachment D


BILLING PAYMENT ISSUES:

         Refer to Attachment E


GENERAL CONTRACT ISSUES:

         Office of Contract Services
         Phone Number (916) 323-8718
         Fax Number (916) 323-2292


SECURITY REGULATIONS

         The  Contractor  and/or  subcontractors  or  referred  personnel  shall
cooperate with institutional authorities by observing and complying with all CDC
rules and regulations presently enforced.

         The Contractor shall not cause undue  interference  with the operations
of the institution.

         No picketing is allowed on State property.

         The Contractor will ensure that employees have read the "Digest of Laws
Relating to  Association  with Prison  Inmates",  prior to beginning  work.  The
Contractor is responsible  for the supervision of its employees and is cautioned
to train and re-brief employees on the provisions of the Digest as necessary.


CLOTHING/ATTIRE

         The Contractor  agrees that while on institution  grounds,  all agents,
employees,  and/or representatives of the Contractor shall be professionally and
appropriately  attired  and shall work in  clothing  distinct  from that worn by
inmates at the  institution.  The  Contractor's  employees will not wear blue or
gray denim  jeans/pants/trousers  or chambray shirts,  as this is inmate attire.
Also, the Contractor's employees shall not wear  orange/red/yellow  jumpsuits or
rainwear.  Those  requirements  apply when entering and exiting the  institution
through all entrance gates.


GATE CLEARANCE

         All the  Contractors'  employees  must be cleared prior to  undertaking
service.  The  Contractor  will be  required  to  complete  a  Request  for Gate
Clearance  for all persons  entering  the facility a minimum of five (5) working
days prior to  commencement  of service.  The Request  for Gate  Clearance  must
include the person's name, social security number,  valid state driver's license
number or  identification  card number and date of birth.  Information  shall be
submitted to the Contract Liaison or his/her designee.  CDC uses the Request for
Gate Clearance to run a California  Law  Enforcement  Telecommunications  System
(CLETS) check. The check will include  Department of Motor Vehicles check, Wants
and Warrants check, and Criminal History check.

         Gate  clearance  may be denied for the following  reasons  individual's
presence in the  institution  presents a serious threat to security,  individual
has been  charged  with a  serious  crime  committed  on  institution  property,
inadequate   information  is  available  to  establish   positive   identity  of
prospective  individual,  arid/or  deliberate  falsification  of identity by the
prospective individual.

<PAGE>

         The Contractor  must notify the State of any changes of those personnel
allowed access to State premises for the purpose of providing  services outlined
herein. The State reserves the right to conduct  fingerprinting and clearance of
all Contract  personnel  through the  Department of Justice,  Bureau of Criminal
Identification and Information prior to being permitted access to the premises.

         All persons  entering the  facilities  must have a valid state driver's
license or photo identification card on their person.


VEHICLES, PARKING AND SITE ACCESS

         As directed by the  Entrance  Gate Officer and  Contract  Liaison,  the
Contractor and its employees may enter the institution through the main entrance
gate. Private and nonessential vehicles shall be parked in the visitor's lot.

         All persons shall remove  ignition  keys from their  vehicles when they
are out of the vehicle.  Unattended  vehicles shall be locked.  The Contractor's
equipment shall be rendered temporarily  inoperative when not in use, by locking
or other  means.  Loss of time in  checking  in arid  out  shall be borne by the
Contractor.

         In order to  maintain  prison  security,  searches  on site may  become
necessary,  and keys must be furnished to provide  access to all locked areas or
places on the site and for periodic fire prevention inspections. The State shall
in no way be responsible for the Contractor's loss due to fire.


INSPECTIONS

         Inspections shall be carried out by the HCM/CMO,  Chief Psychiatrist or
designee at various  times during the  contract  term to check on the quality of
work and determine  acceptability of work performed before contract payment will
be approved.


INVOICING REQUIREMENTS

         The  Contractor  shall  prepare  invoices  for  payment  as  stated  in
Attachment B, General  Terms and  Conditions,  Invoices and Payment  clauses and
shall ensure the following information is included on all invoices submitted:

         1. Contractor's name, address, Master Contract Number and institution's
            Notice to Proceed Number;

         2. CDC institution;

         3. Type of service;

         4. The mental health program (EOP, CCMS,  Crisis,  Board of Prison Term
            Review, etc.) where work was conducted each day;

         5. The facility  (Housing  Unit,  Yard,  Infirmary/CTC)  where work was
            conducted each day;

         6. Name of Provider and Number of hours worked each day;

         7. Inmate/patient name(s) and CDC number(s); and,

         8. All required worksheets and recaps.

<PAGE>

Telescience International, Inc., DBA                                Attachment B
      Telescience Medical Systems


                               STATE OF CALIFORNIA
                            DEPARTMENT OF CORRECTIONS

                       GENERAL GENERALTERMS AND CONDITIONS

                TEMPORARY/RELIEF PSYCHIATRIC TECHNICIAN SERVICES

                              CONTRACT NO. ICM03232


INVOICING AND PAYMENT

         For services  satisfactorily  rendered and upon receipt and approval of
the  invoices,  the  State  agrees  to  compensate  the  Contractor  for  actual
expenditures incurred in accordance with the rates specified in the Contractor's
Bid Proposal.

         Invoices  shall  include the Master  Contract  Number and the Notice to
Proceed (NTP) for the specific  institution  and be submitted in triplicate  not
more frequently than monthly in arrears to the appropriate  Regional  Accounting
Office fisted in Attachment E.

         Payment will be made in accordance  with and within the time  specified
in Government Code Section 927 et seq. Payment to small businesses shall be made
in accordance  with and within the time specified in Government Code Section 927
et seq.

         It is mutually  agreed that if the California  State Budget Act for the
current  fiscal year  and/or any  subsequent  fiscal  years  covered  under this
Agreement does not appropriate  sufficient funds for the program, this Agreement
shall be of no further force and effect.  In this event, the State shall have no
liability to pay any funds whatsoever to the Contractor, or to furnish any other
considerations  under this Agreement,  and Contractor  shall not be obligated to
perform any provisions of this Agreement.

         If funding for the  purposes of this  program is reduced or deleted for
any fiscal year by the  California  State  Budget Act,  the State shall have the
option to either cancel this Agreement with no liability occurring to the State,
or offer an Agreement amendment to the Contractor to reflect the reduced amount.


ACCOUNTING PRINCIPLES

         The Contractor will adhere to generally accepted accounting  principles
as outlined by the  American  Institute of Certified  Public  Accountants.  Dual
compensation  is  not  allowed.   A  Contractor   cannot  receive   simultaneous
compensation  from two or more funding  sources for the same services  performed
even though both funding sources could benefit.


AUDITS

         The State or any of its duly  authorized  representatives  will perform
periodic financial and operational reviews to determine compliance with contract
provisions  and shall  have  access and right to  examine,  audit,  excerpt,  or
transcribe any books, documents, papers and records of the Contractor,  which in
the opinion of the State may be related or pertinent to the contract.

<PAGE>

         The  contracting  parties shall be subject to the examination and audit
of the State  Auditor for a period of three (3) years after final  payment under
the contract  (Government Code Section 8546.7).  The examination and audit shall
be confined to those matters  connected  with the  performance  of the contract,
including, but not limited to, the costs of administering the contract.


MINIMUM WAGE

         The Contractor  agrees to pay its employees wages not less than current
California  minimum wage, in accordance  with Section  1182.11 of the California
Labor Code.


WORKERS' COMPENSATION

         By signing  this  contract,  the  Contractor  hereby  warrants  that it
carries  Workers'  Compensation  Insurance  for all of its employees who will be
engaged in the performance of this contract. If staff provided by the Contractor
are defined as independent contractors, this clause does not apply.


LICENSES AND PERMITS

         The  Contractor  shall be an individual or firm licensed to do business
in California  and shall obtain at his/her  expense all license(s) and permit(s)
required by law for  accomplishing  any work  required in  connection  with this
contract.

         Contractors located within the State of California shall meet all terms
and conditions for operating a business in the city/county in which the business
is headquartered. Contractors which are corporations located within the State of
California may submit a copy of the incorporation documents/letter issued by the
Secretary of State.  Contractors  located outside the State of California  shall
meet all terms and conditions  for operating a business in the state,  province,
or country in which it is  headquartered,  and shall submit an affidavit to show
that the business is in good standing in that state, province, or country.

         In the event any license(s) and/or permit(s) expire ,at any time during
the term of this contract,  the  Contractor  agrees to provide CDC a copy of the
renewed Licenses) and/or permit(s) within 30 days following the expiration date.
In the event the  Contractor  fails to keep in effect at all times all  required
license(s) arid  permit(s),  the State may, in addition to any other remedies it
may have, terminate this contract upon occurrence of such event.


LIABILITY FOR NONCONFORMING WORK

         The  Contractor  will  be  fully  responsible  for  ensuring  that  the
completed work conforms to the agreed upon terms. If nonconformity is discovered
prior to the  Contractor's  deadline,  the Contractor will be given a reasonable
opportunity to cure the nonconformity.  If the nonconformity is discovered after
the deadline for the-  completion of the project,  CDC, in its sole  discretion,
may use any reasonable means to cure the nonconformity.  The Contractor shall be
responsible  for reimbursing  CDC for any additional  expenses  incurred to cure
such defects.

<PAGE>

CONTRACT APPROVAL

         Contracts are not valid unless and until  approved by the Department of
General  Services,  if such  approval is required by law (Public  Contract  Code
Sections 10335 and 10360).


CONTRACT VIOLATIONS

         The  Contractor  acknowledges  that any  violation of Chapter 2, or any
other  chaptered  provision of the Public Contract Code (PCC), is subject to the
remedies and penalties contained in PCC Sections 10420 through 10425.


RIGHT TO TERMINATE

         The State reserves the right to terminate  this contract  subject to 30
days written notice to the  Contractor.  Contractor may submit a written request
to  terminate  this  contract  only if the State  should  substantially  fail to
perform its responsibilities as provided herein.

         However, the contract can be immediately terminated for cause. The term
"for cause" shall mean that the Contractor  fails to meet the terms,  conditions
and/or  responsibilities  of  the  contract.  In  this  instance,  the  contract
termination  shall  be  effective  as of  the  date  indicated  on  the  State's
notification to the Contractor.

         If the  contract is  terminated  for cause,  CDC  reserves the right to
conduct a responsibility hearing to determine if the Contractor is a responsible
bidder before an award on future contracts can be made.

         This  contract  may be suspended  or  canceled,  without  notice at the
option of the Contractor, if the Contractor or State's premises or equipment are
destroyed by fire or other catastrophe,  or so substantially  damaged that it is
impractical  to continue  service,  or in the event the  Contractor is unable to
render service as a result of any action by any governmental authority.

         CDC  reserves the right to terminate  this  contract  subject to thirty
(30) days written  notice to the contractor  should it be later  identified as a
service which can be consolidated into a  statewide/regionalized  contract.  The
CDC may  exercise  its option to cancel the  remaining  years of this  contract,
should it be decided that with additional  institutions  and/or sites,  CDC will
receive a better rate for the same services.


TEMPORARY NONPERFORMANCE

         If,  because  of  mechanical  failure  or for  any  other  reason,  the
Contractor  shall be  temporarily  unable to perform the work as  required,  the
State, during the period of the Contractor's inability to perform,  reserves the
right to  accomplish  the work by other  means  and shall be  reimbursed  by the
Contractor for any additional costs above the contract price.


DISPUTE CLAUSE

         The parties hereto  mutually agree that the resolution of any claims or
disputes  arising  under  this  contract  shall  be  resolved  pursuant  to  the
provisions of the California Department of Corrections Operations Manual.


<PAGE>

DISABILITY PLACEMENT

         By signing this contract;  the Contractor assures the State it complies
with the Americans  with  Disabilities  Act (ADA) of 1990,  (42 U.S.C.  12101 et
sec.),  which prohibits  discrimination  on the basis of disability,  as well as
applicable regulations and guidelines issued pursuant to the ADA.


NATIONAL LABOR RELATIONS BOARD CERTIFICATION

         The  Contractor  by signing this  contract  does swear under penalty of
perjury that no more than one final unappealable finding of contempt of court by
a federal court has been issued  against the Contractor  within the  immediately
preceding two (2) year . period because of  Contractor's  failure to comply with
an order of a federal court which ordered the Contractor to comply with an order
of the National Labor Relations Board (Public Contract Code Section 10296).


NONDISCRIMINATION CLAUSE

         During  the  performance  of  this  contract,  the  Contractor  and its
subcontractors  shall not unlawfully  discriminate,  harass or allow harassment,
against any employee or applicant for employment  because of sex,  race,  color,
ancestry,  religious  creed,  national.  origin,  disability  (including HIV and
AIDS),  medical  condition  (cancer),  age (over 40), marital status,  denial of
family care leave and pregnancy disability leave. Contractors and subcontractors
shall insure that the evaluation and treatment of their employees and applicants
for employment are free from such discrimination and harassment.  The Contractor
and  subcontractors  shall comply with the provisions of the Fair Employment and
Housing  Act  (Government  Code,  Section  12900  et seq.)  `and the  applicable
regulations  promulgated  thereunder  (California Code of Regulations,  Title 2,
Section 7285.0 et seq.).  The applicable  regulations of the Fair Employment and
Housing Commission  implementing Government Code Section, 12990 (a-f), set forth
in Chapter 5 of Division 4 of Title 2 of the California  Code of Regulations are
incorporated  into this  contract by reference  and made a part hereof as if set
forth in full. The Contractor arid its subcontractors  shall give written notice
of their  obligations under this clause to labor  organizations  with which they
have a collective bargaining or other agreement.

         This  Contractor  shall include the  non-discrimination  and compliance
provisions of this clause in all subcontracts to perform work under contract.


DRUG-FREE WORKPLACE CERTIFICATION

         By signing this contract, the Contractor hereby certifies under penalty
of perjury under the laws of the State of California  that the  Contractor  will
comply with the requirements of the Drug-Free  Workplace Act of 1990 (Government
Code Section 8350 et seq.) and will provide a drug-free  workplace by taking the
following actions:

         1.       Publish  a  statement   notifying   employees   that  unlawful
                  manufacture, distribution, dispensation, possession, or use of
                  a controlled substance is prohibited and specifying actions to
                  be taken against employees for violations.

         2.       Establish a Drug-Free  Awareness  Program to inform  employees
                  about:

                  a. The dangers of drug abuse in the workplace;

                  b. The  person's or  organization's  policy of  maintaining  a
                     drug-free workplace;

<PAGE>

                  c. Any  available  counseling,  rehabilitation  and  employee
                     assistance programs; and

                  d. Penalties that may be imposed upon employees for drug abuse
                     violations.

         3.       Every employee who works on the proposed contract will:

                  a. Receive a copy of the company's drug-free policy statement;
                     and

                  b. Agree to abide by the terms of the company's statement as a
                     condition of employment on the contract.

         Failure to comply with these  requirements  may result in suspension of
payments  under the  contract  or  termination  of the  contract or both and the
Contractor  may be ineligible  for award of any future.  State  contracts if the
Department  determines  that,  any  of  the  following  has  occurred:  (1)  the
Contractor has made false  certification,  or (2) violates the  certification by
failing to carry out the requirements as noted above.


STATEMENT OF COMPLIANCE

         For  contracts  over  $5,000.00,   the  Contractor,   by  signing  this
agreement,  certifies  under  penalty of perjury  under the laws of the State of
California that the he/she has, unless exempted,  complied the nondiscrimination
program  requirements  of  Government.  Code  Section  12990  (a-f) and Title 2,
California Code of Regulations, Section 8103.


FORCED, CONVICT, AND INDENTURED LABOR

         No  foreign-made  equipment,  materials,  or supplies  furnished to the
State  pursuant  to this  contract  may be  produced  in whole or part by forced
labor,  convict labor, or indentured  labor. By submitting a bid to the State or
accepting a purchase order, the contractor  agrees to comply with this provision
of the contract.


EMPLOYMENT OF EX-OFFENDERS

         The  Contractor  cannot  be  and  will  not  either  directly,  or on a
subcontract basis, employ in connection with this contract:

         1.       Ex-Offenders on active parole or probation;

         2.       Ex-Offenders at any time if they are required to register as a
                  sex  offender  pursuant  to Penal Code  Section 290 or if such
                  ex-offender  has  an  offense  history  involving  a  "violent
                  felony" as defined in  subparagraph  (c) of Penal Code Section
                  667.5; or

         3.       Any ex-felon in a position,  which provides direct supervision
                  of parolees.

         Ex-Offenders who can provide written evidence of having  satisfactorily
completed parole or probation may be considered for employment by the Contractor
subject to the following limitations:

         1.       The  Contractor  shall  obtain the prior  written  approval to
                  employ any such ex-offender from the Authorized Administrator;
                  and

         2.       Such   ex-offender   whose  assigned  duties  are  to  involve
                  administrative   or   policy   decision-making,    accounting,
                  procurement,    cashiering,    auditing,    or    any    other
                  business-related administrative function shall be fully bonded
                  to cover any potential loss to the State or Contractor.

<PAGE>


CONFIDENTIALITY OF DATA

         All  financial,  statistical,  personal,  `technical and other data and
information relating to State's operation,  which are designated confidential by
the  State  and made  available  to carry  out this  contract,  or which  become
available  to the  Contractor  in  order to carry  out this  contract,  shall be
protected by the Contractor from unauthorized use and disclosure.

         If the  methods  and  procedures  employed  by the  Contractor  for the
protection of the  Contractor's  data and information are deemed by the State to
be adequate for the  protection of the State's  confidential  information,  such
methods and  procedures may be used with the written  consent of the State.  The
Contractor shall not be required under the provisions of this paragraph to. keep
confidential any data already rightfully in the Contractor's  possession that is
independently  developed by the Contractor  outside the scope of the contract or
is rightfully obtained from third parties.

         No reports, information, inventions, improvements, discoveries, or data
obtained,  repaired,  assembled, or developed by the Contractor pursuant to this
contract shall be released,  published,  or made available to any person (except
to the State) without prior written approval from the State.

         The  Contractor by acceptance of this contract is subject to all of the
requirements of California  Government Code Section 11019.9 and California Civil
Code  Sections  1798,  et seq.,  regarding  the  collections,  maintenance,  and
disclosure of personal and confidential information about individuals.


AMENDMENTS

         Any  modification to this Agreement MUST be in writing,  signed by both
parties, and approved in accordance with the laws of the State of California.

         This  contract may be amended to extend the term if it is determined to
be in the best interest of the State. The Contractor  agrees to provide services
for the extended  period at the rates  specified in the original  contract.  The
amendment will be in writing and signed by both parties.


REPORTABLE PAYMENT IDENTIFICATION AND CLASSIFICATION REQUIREMENTS

         The Contractor shall comply with State and Federal  Reportable  Payment
Identification  and  Classification  Requirements by fully completing the "Payee
Data  Record".  The  Contractor  understands  and agrees that if he/she does not
fully complete the Payee Data Record,  the State shall reduce the total contract
amount by 31 percent  for  federal  backup  withholding  and 7 percent for State
income tax withholding. .


INSURANCE REQUIREMENTS

         For ALL COMPANIES AND/OR  BUSINESSES,  the Contractor hereby represents
and warrants  that the  Contractor  is  currently  and shall for the duration of
this' contract be insured against:

         COMMERCIAL  GENERAL LIABILITY - Contractor agrees to carry a minimum of
$1,000,000  per  occurrence  for bodily  injury and  property  damage  liability
combined. The' certificate of insurance must include the following provisions:

<PAGE>

         THE  INSURER  WILL NOT CANCEL THE  INSURED'S  COVERAGE  WITHOUT 30 DAYS
         PRIOR WRITTEN NOTICE TO THE STATE; AND

         THE STATE OF CALIFORNIA,  ITS OFFICERS, AGENTS, EMPLOYEES, AND SERVANTS
         ARE HEREBY  NAMED AS  ADDITIONAL  INSURED BUT ONLY WITH RESPECT TO WORK
         PERFORMED FOR THE STATE OF CALIFORNIA.

         For COMPANIES AND/OR BUSINESSES,  AND INDIVIDUAL PROVIDERS,  Contractor
hereby represents and warrants that Contractor is currently and shall remain for
the duration of this contract, at Contractor's own expense, insured against:

         AUTO  LIABILITY - Contractor  agrees to carry a minimum of $300,000 per
claim for bodily injury and property damage liability combined; and

         PROFESSIONAL  LIABILITY - Contractor agrees to carry a minimum coverage
of $1,000,000 per occurrence for bodily injury.

         Such  coverage(s)  as  referenced  shall be a  condition  of the  CDC's
obligation to pay for services  provided under this contract.  Prior to approval
of this contract and before performing any work, Contractor shall furnish to the
State evidence of valid coverage.  The following shall be considered evidence of
coverage: a certificate of insurance, a "true and certified" copy of the policy,
or any other proof of coverage issued by Contractor's insurance carrier. Binders
are not acceptable as evidence of coverage.

         Providing  evidence of coverage to the State does not convey any rights
or  privileges to CDC. It does,  however,  serve to provide the State with proof
that the Contractor is insured up to the required  minimums,  as required by the
State. By signing this contract,  the Contractor certifies that the professional
liability insurance carrier has knowledge of Contractor's  extension of services
to CDC  inmates.  Such  action  conveys  no  coverage  to the  State  under  the
contractor's policy nor does it insure any State employee or insure any premises
owned,  leased,  or otherwise used by or under control of the State with respect
to coverage.

         Contractor  agrees that the  professional  liability  insurance  herein
provided for shall be in effect at all times  during the term of this  contract.
In the event said insurance  coverage expires or is cancelled at any time during
the term of this  contract,  Provider  agrees to give at least  thirty (30) days
prior notice to the State before said expiration date or immediate cancellation.
Evidence  of  coverage  as  provided  for herein  shall not be for less than the
remainder  of the term of the  contract  or for,  a period  of not less than one
year.  CDC and the  Department  of General  Services  (DGS) reserve the right to
verify the Contractor's evidence of coverage; evidence of coverage is subject to
the approval of DGS. In the event the  Contactor  fails to keep in effect at all
times  insurance  coverage as herein  provided,  the State reserves the right to
terminate this contract and seek any other remedies afforded by the laws of this
State.


BACKGROUND CHECKS

         The State  reserves  the right to  conduct  a  background  check on the
Contractor and/or the Contractor's personnel, as the State deems necessary prior
to award or during the term of the  contract.  The State  further  reserves  the
right to terminate the contract should a threat to security be determined.


NOTIFICATION OF PERSONNEL CHANGES

         The  Contractor  must notify the State,  in writing,  of any changes of
those  personnel  allowed  access to State premises for the purpose of providing
services  outlined herein.  In addition,  Contractor must recover and return any
State-issued identification card provided to Contractor's employee(s) upon their
departure or termination.

<PAGE>

FINGERPRINTING

         The  Contractor  and any employees of the  Contractor may be subject to
fingerprinting  and  clearance by the State  through the  Department of Justice,
Bureau of Criminal Identification and Information.


LIABILITY FOR LOSS AND DAMAGES

         Any  damages  by the  Contractor  to  the  State's  facility  including
equipment,  furniture,  materials  or other State  property  will be repaired or
replaced by the  Contractor to the  satisfaction  of the State at no cost to the
State. The State may, at its option,  repair any such damage and deduct the cost
thereof from any sum due Contractor under this contract.


BLOODBORNE PATHOGENS

         Provider  shall  adhere  to  CAL-OSHA's   regulations   and  guidelines
pertaining to bloodborne pathogens.


TUBERCULOSIS (TB) TESTING

         Prior to the  performance  of contracted  duties,  Contractors  and any
employees  and/or  subcontractors  who are  assigned  to work with  inmates on a
regular basis shall be required to be examined,  tested, or medically  evaluated
for TB in an infectious or contagious  stage, and once a year thereafter or more
often as  directed  by CDC.  Regular  basis is  defined as having  contact  with
inmates in confined quarters more than once a week.

         The Contractors and any employees and/or  sub-contractors shall provide
to the CDC, at no cost to the state, a CDC 7336,  Employee  Tuberculin Skin Test
(TST) and  Evaluation,  prior to assuming  any  contract  duties,  and  annually
thereafter,   as  evidence  that  the   Contractor  and  any  employees  and  or
sub-contractors  have been examined and found free of TB in an infectious stage.
The CDC 7336 will be provided by the institution upon Contractor's request.


DIGEST OF LAWS

         Individuals  who are not  employees  of the  California  Department  of
Corrections   (CDC),  but  who  are  working  in  and  around  inmates  who  are
incarcerated  within  California's  institutions/facilities  or camps, are to be
apprised of the laws,  rules and  regulations  governing  conduct in associating
with prison inmates. The following is a summation of pertinent  information when
non-departmental  employees come in contact with prison inmates. By signing this
contract,  the Contractor  agrees that if the provisions of the contract require
the Contractor to enter an  institution/facility or camp, the Contractor and any
employee(s)  and/or  subcontractor(s)  shall be made aware of and shall abide by
the following laws, rules and regulations  governing conduct in associating with
prison inmates:

         1.       Persons who are not  employed by CDC,  but are engaged in work
                  at any  institution/facility or camp must observe and abide by
                  all laws, rules and regulations governing the conduct of their
                  behavior in associating with prison inmates. Failure to comply
                  with  these   guidelines   may  lead  to  expulsion  from  CDC
                  institutions/facilities or camps.

<PAGE>

                  SOURCE:  California  Penal Code (PC)  Sections  5054 and 5058;
                           California  Code  of  Regulations  (CCR),  Title  15,
                           Sections 3285 and 3415

         2.       CDC does not recognize hostages for bargaining  purposes.  CDC
                  has a "NO HOSTAGE"  policy and all prison  inmates,  visitors,
                  and employees shall be made aware of this.

                  SOURCE:  PC Sections 5054 and 5058;  CCR,  Title 15,  Sections
                           3304

         3.       All persons entering onto  institution/facility or campgrounds
                  consent to a search of their  person,  property  or vehicle at
                  any  time.  Refusal  by  individuals  to submit to a search of
                  their person,  property, or vehicle may be cause for denial of
                  access to the premises.

                  SOURCE:  PC  Sections  2601,  5054 and  5058;  CCR,  Title 15,
                           Sections 3173, 3177 and 3288

         4.       Persons normally permitted to enter an institution/facility or
                  camp may be barred,  for cause,  by the CDC Director,  Warden,
                  and/or Regional Parole Administrator.

                  SOURCE:  PC Sections  5054 and 5058;  CCR,  Title 15,  Section
                           3176 (a)

         5.       It is  illegal  for an  individual  who  has  been  previously
                  convicted   of  a   felony   offense   to   enter   into   CDC
                  institutions/facilities or camps without the prior approval of
                  the Warden. It is also illegal for an individual to enter onto
                  these premises for unauthorized purposes or to refuse to leave
                  said premises when  requested to do so. Failure to comply with
                  this provision could lead to prosecution.

                  SOURCE:  PC  Sections  602,  4570.5 and 4571;  CCR,  Title 15,
                           Sections 3173 and 3289

         6.       Encouraging  and/or  assisting  prison  inmates to escape is a
                  crime.  It is  illegal  to  bring  firearms,  deadly  weapons,
                  explosives,  tear  gas,  drugs  or drug  paraphernalia  on CDC
                  institutions/facilities  or camp  premises.  It is  illegal to
                  give prison inmates firearms, explosives, alcoholic beverages,
                  narcotics, or any drug or drug.

                  SOURCE:  PC Sections  2772,  2790,  4533,  4535,  4550,  4573,
                           4573.5, 4573.6 and 4574

         7.       It is illegal to give or take letters from inmates without the
                  authorization  of the  Warden.  It is also  illegal to give or
                  receive  any  type  of  gift  and/or  gratuities  from  prison
                  inmates.

                  SOURCE:  PC  Section  2540,  2541 and  4570;  CCR,  Title  15,
                           Sections 3010, 3399, 3401, 3424 and 3425

         8.       In an  emergency  situation  the  visiting  program  and other
                  program activities may be suspended.

                  SOURCE:  PC Section 2601; CCR, Title 15, Section 3383

         9.       For security reasons,  visitors must not wear clothing that in
                  any way resembles  state issued prison inmate  clothing  (blue
                  denim shirts, blue denim pants).

                  SOURCE:  CCR, Title 15, Section 3171 (b) (3)

<PAGE>

         10.      Interviews with SPECIFIC INMATES are not permitted. Conspiring
                  with  an  inmate  to  circumvent  policy  and/or   regulations
                  constitutes a rule  violation  that may result in  appropriate
                  legal action.

                  SOURCE:  CCR,  Title 15,  Sections  3261.5,  3315 (3) (W), and
                           3177.


INDEPENDENT CONTRACTOR

         All services  provided by the  Contractor  under this contract shall be
performed as an, independent contractor. The Contractor shall be responsible for
withholding all applicable employee taxes.


CORPORATE STATUS VERIFICATION

         The Contractor, if a corporation, does certify under penalty of perjury
that the  corporation  is  currently  in good  standing  with the  Office of the
Secretary of State and is qualified to do business in the State of California.


DISCLOSURE

         Neither  the  State  nor  any  State  employee  will be  liable  to the
Contractor  or its staff for  injuries  inflicted  by inmates of the State.  The
State will agree to disclose to the  Contractor  any  statements  known to State
staff made by any inmate,  which indicate  violence,  may result in any specific
situation,  and the same  responsibility  will be  shared by the  Contractor  in
disclosing such statements to the State staff.


ANTITRUST CLAIMS

         In submitting a bid to a public  purchasing body, the bidder offers and
agrees that if the bid is accepted,  it will assign to the  purchasing  body all
rights;  title,  and  interest  in and to all causes of action it may have under
Section 4 of the Clayton Act (15 U.S.C.  Sec.  15) or under the  Cartwright  Act
(Chapter 2  (commencing  with  Section  16700),  of Part 2 of  Division 7 of the
Business and Professions Code), arising from purchases of goods,  materials,  or
services by the bidder for sale to the purchasing body pursuant to the bid. Such
assignment  shall be made and become  effective at the time the purchasing  body
tenders final payment to the bidder.

         If an awarding body or public purchasing body receives,  either through
judgment or settlement, a monetary recovery for a cause of action assigned under
this chapter, the assignor shall be entitled to receive reimbursement for actual
legal costs  incurred  and may,  upon  demand,  recover from the public body any
portion of the recovery,  including treble damages,  attributable to overcharges
that were paid by the  assignor  but were not paid by the public body as part of
the bid price,  less the  expenses  incurred in  obtaining  that  portion of the
recovery.

         Upon demand in writing by the assignor,  the assignee shall, within one
year from such demand,  reassign the cause of action assigned under this part if
the assignor has been or may have been injured by the violation of law for which
the cause of action arose and (a) the assignee has not been injured thereby,  or
(b) the assignee declines to file a court action for the cause of action.


RECYCLE CONTENT

         Should materials,  goods,  supplies offered, or products be used in the
performance  of this contract,  the  contractor by signing this contract  hereby
certifies  that the materials,  goods,  supplies  offered,  or products meets or
exceeds the minimum  percentage of recycled material as defined in Section 12205
of the Public Contract Code.

<PAGE>

COMPUTER SOFTWARE

         The Contractor  certifies that it has appropriate  systems and controls
in place to ensure that state funds will not be used in the  performance of this
contract for the acquisition,  operation or maintenance of computer  software in
violation of, copyright laws.


HIRING CONSIDERATIONS

         If the contract amount is in excess of $200,000 the Contractor shall be
required to give priority consideration in filling vacancies in positions funded
by the contract to qualified  recipients of aid under  Welfare and  Institutions
Code Section 11200.


OFFSET CREDIT PARTICIPATION

         The State of California,  in cooperation with California industry,  has
developed a program whereby the State of California intends to assign the offset
credits  associated  with the foreign content of their purchases to a California
company which has offset commitments in that foreign country, for use as full or
partial  satisfaction  of the  California  company's  offset  obligation in that
country.  The supplier agrees to support the California company in its claim for
offset credit and provide  assistance to the California  company,  provided that
the supplier does not plan to utilize the credits for its own benefits.


CHILD SUPPORT COMPLIANCE ACT

         For any contract in excess of $100,000, the contractor  acknowledges in
accordance with Public Contract Code Section 7110, that:

         (a) the  contractor  recognizes  the  importance  of child  and  family
support obligations and shall fully comply with all applicable state and federal
laws  relating  to child and  family  support  enforcement,  including,  but not
limited to disclosure of  information  and compliance  with earnings  assignment
orders,  as provided in Chapter 8  (commencing  with Section  5200) of Part 5 of
Division 9 of the Family Code; and

         (b) the  contractor,  to the best of its  knowledge is fully  complying
with the earnings  assignment orders of all employees and is providing the names
of all new employees to the New Employee  Registry  maintained by the California
Employment Development Department.


UNION ORGANIZING

         The  Contractor  by signing  this  agreement  hereby  acknowledges  the
applicability  of Government  Code Section  16645 through  Section 16649 to this
agreement.

         1) Contractor will not,  assist,  promote or deter union  organizing by
employees performing work on a state service contract,  including a public works
contract.

         2) No state  funds  received  under  this  agreement  will be used.  to
assist, promote or deter union organizing.

         3)  Contractor  will  not,  for  any  business   conducted  under  this
agreement,   use  any  state   property  to  hold  meetings  with  employees  or
supervisors,  if the  purpose of such  meetings  is to assist,  promote or deter
union organizing,  unless the state property is equally available to the general
public for holding meetings.

<PAGE>

         4) If Contractor incurs costs, or makes expenditures to assist, promote
or deter union organizing,  Contractor will maintain records  sufficient to show
that no reimbursement from state funds has been sought for these costs, and that
Contractor shall provide those records to the Attorney General upon request.


UNION ACTIVITIES

         The Contractor hereby certifies that no request for  reimbursement,  or
payment under this  agreement,  will seek  reimbursement  for costs  incurred to
assist, promote or deter union organizing.


AIR OR WATER POLLUTION VIOLATION

         Under the State laws, the Contractor shall not be:

         (1) in  violation  of any order or  resolution  not  subject  to review
promulgated  by the  State  Air  Resources  Board  or an air  pollution  control
district;

         (1)  subject to cease and  desist  order not  subject to review  issued
pursuant to Section  1;1301 of the Water Code for  violation of waste  discharge
requirements or discharge prohibitions; or

         (2) finally  determined to be in violation of provisions of federal law
relating to air or water pollution.


CONFLICT OF INTEREST

         The  Contractor  and their  employees  shall abide by the provisions of
Government Code (GC) Sections 1090, 81000 et seq., 82000 et seq., 87100 et seq.,
and 87300 et seq.,  Public Contract Code (PCC) Sections 10335 et seq,. and 10410
et seq.,  California Code of Regulations  (CCR),  Title 2, Section 18700 et seq.
and Title 15, Section 3409, and the Department  Operations  Manual (DOM) Section
31100 et seq. regarding conflict of interest.


CONTRACTORS AND THEIR EMPLOYEES:

         Consultant  Contractors  shall file a Statement of Economic  Interests,
(FPPC Form 700) prior to commencing services under the contract, annually during
the life of the  contract,  and  within  30 days  after  the  expiration  of the
contract.  Other service  contractors  and/or certain of their  employees may be
required  to file a Form 700 if so  requested  by the CDC or whenever it appears
that a conflict  of interest  may be at issue.  Generally,  service  contractors
(other  than  consultant  contractors  required  to file  as  above)  and  their
employees shall be required to file a Form 700 if one of the following exists:

         (1) The contract  service has been  identified  by the CDC as one where
there is a greater likelihood that a conflict of interest may occur;

         (1) The contractor  and/or  contractor's  employee(s),  pursuant to the
contract, makes or influences a governmental decision; or

         (2) The contractor  and/or  contractor's  employees)  serves in a staff
capacity with the CDC and in that capacity participates in making a governmental
decision or performs the same or  substantially  all the same duties for the CDC
that would otherwise be performed by an individual  holding a position specified
in the CDC's Conflict of Interest Code.

<PAGE>

CURRENT STATE EMPLOYEES:

         (1) No officer or employee shall engage in any employment,  activity or
enterprise  from which the officer or employee  receives  compensation  or has a
financial interest and

         (1)  which is  sponsored  or funded by any  state  agency,  unless  the
employment,  activity or  enterprise is required as a condition of regular state
employment.

         (2) No officer or employee  shall  contract on his or her own behalf as
an independent contractor with any state agency to provide goods or services.

         (3) In addition to the above,  CDC officials  and employees  shall also
avoid actions resulting in or creating an appearance of:

                  (a) Using an official position for private gain;

                  (a) Giving  preferential  treatment to any particular  person;

                  (b) Losing independence or impartiality;

                  (c) Making a decision outside of official channels; and

                  (d) Affecting  adversely the confidence of the public or local
officials in the integrity of the program.

         (4) Officers and employees of the Department  must not solicit,  accept
or receive directly or indirectly,  any fee,  commission,  gratuity or gift from
any person or business  organization  doing or seeking to do  business  with the
state.


FORMER STATE EMPLOYEES:

         (1) For  the  two-year  period  from  the  date  he or she  left  state
employment,  no former  state  officer or employee  may enter into a contract in
which he or she  engaged  in any of the  negotiations,  transactions,  planning,
arrangements or any part of the decision-making process relevant to the contract
while employed in any capacity by any state agency.

         (1) For the  twelve-month  period  from the  date he or she left  state
employment,  no former state  officer or employee may enter into a contract with
any  state  agency  if  he or  she  was  employed  by  that  state  agency  in a
policy-making position in the same general subject area as the proposed contract
within the 12-month period prior to his or her leaving state service.

         In addition to the above,  the  Contractor  shall avoid any conflict of
interest whatsoever with respect to any financial dealings, employment services,
or opportunities offered to inmates or parolees. The Contractor shall not itself
employ or offer to employ  inmates or parolees  either  directly,  or indirectly
through an affiliated company, person or business unless specifically authorized
in writing by the CDC. In addition,  the Contractor shall not (either  directly,
or  indirectly  through an  affiliated  company,  person or business)  engage in
financial  dealings  with  inmates or  parolees,  except to the extent that such
financial  dealings  create no actual or  potential  conflict of  interest,  are
available  on the same terms to the general  public,  and have been  approved in
advance in writing by the CDC. For the purposes of this  paragraph,  "affiliated

<PAGE>

company,  person  or  business"  means  any  company,   business,   corporation,
non-profit corporation,  partnership,  limited partnership, sole proprietorship,
or other  person or  business  entity of any kind  which  has any  ownership  or
control interest  whatsoever in the Contractor,  or which is wholly or partially
owned (more than 5% ownership) or controlled (any  percentage) by the Contractor
or  ,  by  the  Contractor's  owners,  officers,  principals,  directors  and/or
shareholders,  either directly or indirectly.  "Affiliated companies, persons or
businesses"  include,  but are not limited to, subsidiary-,  parent-, or sister-
companies or corporations, and any company, corporation, non-profit corporation,
partnership,  limited  partnership,  sole  proprietorship,  or other  person  or
business  entity of any kind that is wholly- or partially-  owned or controlled,
either directly or indirectly,  by the Contractor or by the Contractor's owners,
officers, principals, directors and/or shareholders.

         The contractor shall have a continuing duty to disclose to the State in
writing all interests and activities that create an actual or potential conflict
of interest in performance of the contract.

         The  Contractor  shall have a continuing  duty to keep the State timely
and fully  apprised  in writing  of any  material  changes  in the  Contractor's
business  structure  and/or status.  This includes any changes in business form,
such as a change from sole  proprietorship  or partnership into a corporation or
vice-versa;  any changes in company ownership;  any dissolution of the business;
any change of the name of the business; any filing in bankruptcy; any revocation
of corporate status by the Secretary of State; and any other material changes in
the Contractor's  business status or structure that could affect the performance
of the Contractor's duties under the contract.

         If the Contractor violates any provision of the above paragraphs,  such
action by the Contractor shall render this Agreement void.

         Members of boards and  commissions are exempt from this section if they
do not  receive  payment  other  than  payment  of each  meeting of the board or
commission, payment for preparatory time and payment for per diem.


<PAGE>


Telescience International, Inc., DBA                                Attachment C
     Telescience Medical Systems


                               STATE OF CALIFORNIA
                            DEPARTMENT OF CORRECTIONS

                                  BID PROPOSAL

                TEMPORARY/RELIEF PSYCHIATRIC TECHNICIAN SERVICES

                            CONTRACT NUMBER ICM03232


         The bidder hereby proposes and agrees to furnish all labor, (materials,
supplies,  licenses/permits,  equipment and transportation  necessary to perform
all services required for the foregoing titled work in accordance with the Scope
of Services,  all Terms and Conditions and such addenda thereto as may be issued
prior to the public bid opening date at the rates set forth in  Attachment  C-1.
Attachment C-1 must be submitted with this bid proposal.

         The rates set forth in  Attachment  C-1,  shall remain in force for the
stated term of the contract and shall include every item of expense,  direct and
indirect, including any taxes incidental to the bid price(s).

         By virtue of submitting a bid,, the  undersigned is accepting the terms
and conditions expressed in this IFB.

COMPANY NAME:
TeleScience International, Inc., Medical Systems Division

<TABLE>
<CAPTION>
<S>                                                    <C>
STREET ADDRESS:                                        P.O. BOX:
8150 Leesburg Pike No. 1200

CITY/STATE/ZIP CODE:                                   CITY/STATE/ZIP CODE:
Vienna, Virginia  22182

TELEPHONE NUMBER:                                      FAX NUMBER:
(703) 641-8890 Ext. 133                                (703) 641-8949

FEDERAL ID or SOCIAL SECURITY NUMBER:                  E-MAIL ADDRESS:
54-1433399                                             cwallace@telescience.com

TAX STATUS  [ ] individual/Sole Proprietor     [ ] Estate or Trust    [ ] Partnership
            [X] Corporation (State in which                           [ ] Other:
                incorporated VA)

PRINT NAME AND TITLE OF PERSON SIGNING:
Christopher M. Wallace, Vice President, Medical Systems

SIGNATURE OF AUTHORIZED REPRESENTATIVE:                DATE:
/s/ Christopher M. Wallace                             /s/ 6 January 2004
</TABLE>


<PAGE>

         Rates must be  provided  for all  services  listed on  Attachment  C-1.
Failure to provide the required rates shall be cause for rejection of your bid.

         Bidders may submit bids for any and all  locations.  If a bidder is the
lowest bidder for more than one location,  all of the locations  awarded to that
bidder will be incorporated into one contract.


SMALL BUSINESS PREFERENCE.

         Section 14835, et seq. of the California  Government Code requires that
a five  percent  (5%)  preference  be given to  bidders  who  qualify as a small
business/micro  business. The rules and regulations of this law are contained in
Title 2,  California  Code of  Regulations,  Section 1896, et seq. A copy of the
regulation  is  available  upon  request.  To claim the small or micro  business
preference,  which may not exceed  $50,000 for any bid,  your firm must have its
principal place of business located in California,  have a completed application
(including  proof of annual  receipts)  on file with the  Department  of General
Services  (DGS),  Procurement  Division,  Office  of  Small  Business  and  DVBE
Certification  (OSDC), by 5:00 p.m. on the date bids are opened, and be verified
by such office.  Questions  regarding the preference  approval process should be
directed to the above-mentioned office at (916) 375-4940.

         Current law  encourages  state  departments  to first  consider a Small
Business  Enterprise  (Small)/Microbusiness  Enterprise  (Micro) for contracting
opportunities.  The California  Department of Corrections  (CDC) is committed to
supporting Small and Micro business participation in state contracting and seeks
to use certified small/micro businesses whenever possible. Therefore, if you are
a small/micro business, but are not certified, it is to your advantage to become
certified.  Please contact the OSDC for certification information.  The OSDC can
be  reached  at the  telephone  number  above  or  via  their  Internet  website
(www.dgs.ca.gov/osbcr).

         CDC is  mandated to complete a Small  Business  Report to include  each
contractor  who does  business  with the State.  It is important to know whether
your firm is considered a small,  micro,  or large  business in accordance  with
State  Government  Code  standards.  Therefore,  failure to  complete  the Prime
Contractor  information  section on the attached  Subcontractor/Consultant  List
will result in the classification of your business as a large business.

         In addition to reporting those  subcontractors and consultants known by
you to be  certified  small/micro  businesses,  we ask  that you  encourage  any
subcontractor(s)  and/or  consultant(s) not currently certified as a small/micro
business,  but believed to meet the certification  requirements specified below,
to  become  certified  through  the,  DGS,  OSDC.  For  assistance  in  becoming
certified,  contact the DGS, OSDC or the CDC contact  person  identified in this
proposal.

         Small/Micro Business Enterprise means a business certified by the Small
Business and DVBE Certification Program in which:

         1. The principal office is located in California

         2. The officers are domiciled in California

         3. The business is independently owned and operated

         4. The business,  with any affiliates,  is not dominant in its field of
operation; and

         5. a. For Small Business, either:

<PAGE>

                           1) The business,  together with any  affiliates,  has
100 or fewer employees and averaged annual gross receipts of $10,000,000 or less
over the previous three years, or

                           2) The business is a  manufacturer  with 100 or fewer
employees

                  b. For Micro Business, either:

                           1) The business,  together with any  affiliates,  has
100 or fewer  employees and averaged annual gross receipts of $2,500,000 or less
over the previous three years, or

                           2) The  business is a  manufacturer  with 25 or fewer
employees

PRIME CONTRACTOR NAME: __________________________________________

[ ] I am a small business enterprise.

My DGS reference number is: _____________________________________

[ ] I am a microbusiness enterprise.

My DGS reference number is: _____________________________________

[ ] I am a large business.


NOTE: FAILURE TO COMPLETE THIS SECTION WELL RESULT IN THE CLASSIFICATION OF YOUR
      BUSINESS AS A LARGE BUSINESS.

<PAGE>

Telescience International, Inc., DBA                              Attachment C-1
      Telescience Medical Systems


                               STATE OF CALIFORNIA
                            DEPARTMENT OF CORRECTIONS

                TEMPORARY/RELIEF PSYCHIATRIC TECHNICIAN SERVICES

                                   RATE SHEET

                              CONTRACT NO. ICM03232


         The bid rate is for all  institutions  within the group.  However,  the
bidder is not  required  to bid on all  groups.  The award shall be based on the
lour bid for each group.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                      EST. NO.
           INSTITUTION               HOURLY           OF HOURS             TOTAL # OF                TOTAL BID AMOUNT
                                      RATE               PER                 MONTHS                     PER GROUP
                                                       MONTH.                                         BASIS OF AWARD
----------------------------------------------------------------------------------------------------------------------------
<C>                                 <C>                  <C>                   <C>                     <C>
1.   PBSP                           $ 27.00    X         320        X          36          =           $310,040.00
----------------------------------------------------------------------------------------------------------------------------
2.   CCC, HDSP                      $ 25.00    X         960        X          36          =           $864,000.00
----------------------------------------------------------------------------------------------------------------------------
3.   DVI, MA, SCC                   $ 25.00    X        1,356       X          36          =          $1,220,400.00
----------------------------------------------------------------------------------------------------------------------------
4.   CMF, SOL                       $ 25.00    X         680        X          36          =           $612,000.00
----------------------------------------------------------------------------------------------------------------------------
5.   FSP, SAC                       $ 25.00    X         839        X          36          =           $755,100.00
----------------------------------------------------------------------------------------------------------------------------
6.   SQ                             $ 25.00    X         880        X          36          =           $792,000.00
----------------------------------------------------------------------------------------------------------------------------
7.   CCWF, VSPW                     $ 25.00    X        1,008       X          36          =           $907,200.00
----------------------------------------------------------------------------------------------------------------------------
8.   SVSP, CTF                      $ 26.00    X         480        X          36          =           $449,280.00
----------------------------------------------------------------------------------------------------------------------------
9.   ASP, PVSP                      $ 26.00    X         696        X          36          =           $651,456.00
----------------------------------------------------------------------------------------------------------------------------
10. COR, CSA                        $ 25.00    X         824        X          36          =           $741,600.00
----------------------------------------------------------------------------------------------------------------------------
11. NKSP, WSP                       $ 26.00    X         280        X          36          =           $262,080.00
----------------------------------------------------------------------------------------------------------------------------
12. CCI, LAC                        $ 25.00    X        1,528       X          36          =          $1,375,200.00
----------------------------------------------------------------------------------------------------------------------------
13. CMC                             $ 25.00    X         304        X          36          =           $273,600.00
----------------------------------------------------------------------------------------------------------------------------
14. CIM, CIW, CRC                   $ 26.00    X         330        X          36          =           $308,880.00
----------------------------------------------------------------------------------------------------------------------------
15. CAL, CEN                        $ 26.00    X         664        X          36          =           $621,504.00
----------------------------------------------------------------------------------------------------------------------------
16. CVSP, ISP                       $ 26.00    X         150        X          36          =           $140,400.00
----------------------------------------------------------------------------------------------------------------------------
17. RJD                             $ 21.00    X        1,600       X          36          =          $1,209,600.00
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

--------------------------------------------------------------------------------

Contractor may offer a discount on invoices in order for the invoices to be paid
within thirty (30) days of receipt.  Discount  offered must be at least one-half
of one percent and a minimum of $5.00.

    Discount offered on invoices to be paid within 30 days of receipt = 0.5%

In the event of a tie, absent other determining  factors, the lowest responsible
bid with the highest discount shall prevail.

--------------------------------------------------------------------------------


<PAGE>

<TABLE>
<CAPTION>
Telescience International, Inc., DBA                                                                           Attachment D
       Telescience Medical Systems

                                                  LIST OF PARTICIPATING INSTITUTIONS

-------------------------------------------------- ---------------------- ----------------------- --------------------------
                                                      Estimated # Of
                   Institution                          Psychiatric                               Estimated # Of Hours per
                                                        Technicians            Shift Hours         Psychiatric Technician
-------------------------------------------------- ---------------------- ----------------------- --------------------------
<S>                                                         <C>             <C>                              <C>
Avenal State Prison (ASP)
1 Kings Way
Avenal, CA 92104                                             2              8:00 am - 4:00 pm                172
Lynda Holm Chase (559) 386-7426
-------------------------------------------------- ---------------------- ----------------------- --------------------------
California Correctional Center (CCC)
711-045 Center Road
Susanville, CA 96127                                         2              7:00 am - 5:00 pm                g0
Steve Jones (530) 257-2181 ext. 5182 or 1215
-------------------------------------------------- ---------------------- ----------------------- --------------------------
California Correctional Institution (CCI)
End of Highway 202
Tehachapi, CA 93561                                          2              6:00 am - 2:00 pm                176
Pat Muro (661) 822-4402 ext. 3767
-------------------------------------------------- ---------------------- ----------------------- --------------------------
California Institution for Men (CIM)
14901 South Central Avenue
Chino, CA 91710                                              1                8:00 am 4:00pm                 10
Melissa Herl (909) 597-1821 ext. 4231
-------------------------------------------------- ---------------------- ----------------------- --------------------------
California Institution for Women (CIW)
16756 Chino-Corona Road
Frontera, CA 91720                                           2              7:00 am - 3:30 pm                80
Mildred Mason (909) 597-1771 ext. 4926
-------------------------------------------------- ---------------------- ----------------------- --------------------------
California Medical Facility (CMF)
1600 California Drive
Vacaville, CA 95687                                          1              8:00 am - 4:00 pm                176
Jennifer Host (707) 453-7040
-------------------------------------------------- ---------------------- ----------------------- --------------------------
California Men's Colony (CMC)                                               6:30 am - 2:30 pm
Highway 1                                                                   7: 00 am - 3:00 pm
San Luis Obispo, CA 93409-8101                               2              8:00 am - 4:00 pm                152
Christine Aiderete (8055) 547-7911 or 547-7671                              2:00 pm - 10:00 pm
-------------------------------------------------- ---------------------- ----------------------- --------------------------
California Rehabilitation Center (CRC)
5th Street & Western
Norco, CA 91760                                              2              7:00 am - 5:00 pm                80
Lynda Mixon (909) 737-2683 ext. 2102
-------------------------------------------------- ---------------------- ----------------------- --------------------------
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
-------------------------------------------------- ---------------------- ----------------------- --------------------------
                                                      Estimated # Of
                   Institution                          Psychiatric                               Estimated # Of Hours per
                                                        Technicians            Shift Hours         Psychiatric Technician
-------------------------------------------------- ---------------------- ----------------------- --------------------------
<S>                                                         <C>             <C>                              <C>
California State Prison - Corcoran (COR)
4001 King Avenue
Corcoran, CA 93212-8309                                      2              6:00 am - 6:00 pm                172
Anita Conklin (559) 992-8800 ext. 7992
-------------------------------------------------- ---------------------- ----------------------- --------------------------
California State Prison, Los Angeles County (LAC)
44750 60th Street West                                                      6:00 am - 2:00 pm
Lancaster, CA 93536-7620                                   6 - 7            2:00 pm - 10:00 pm               168
Barry Dixon (661) 729=2000 ext. 7030                                        10:00 pm - 6:00 am
-------------------------------------------------- ---------------------- ----------------------- --------------------------
California State Prison - Sacramento (SAC)
Prison Road                                                  3              7:00 am - 3:00 pm                173
Bill Johnson (916) 985-8610 ext. 5616
-------------------------------------------------- ---------------------- ----------------------- --------------------------
California State Prison - San Quentin (SQ)
San Quentin, CA 94964                                        5              8:00 am - 5:00 pm
David Wigley HPC (415) 455-5067                                                                              176
-------------------------------------------------- ---------------------- ----------------------- --------------------------
California State Prison - Solano -(SOL)
2100 Peabody Road
Vacaville, CA 95687                                          3              8:00 am - 11:00 pm               168
Rosa Deal (707) 451-0182 ext. 5718
-------------------------------------------------- ---------------------- ----------------------- --------------------------
California Substance Abuse Treatment Facility
and State Prison at Corcoran (CSATF-CSA)
900 Quebec Avenue                                            3              7:00 am - 3:00 pm                160
Corcoran, CA 93212
Chief Medical Officer (559) 992-7194
-------------------------------------------------- ---------------------- ----------------------- --------------------------
Calipatria State Prison (CAL)
8018 Blair Road
Calipatria, CA 92233                                         2              8:00 am - 5:00 pm                160
Vivian Mobley (760) 348-7000 ext. 5405
-------------------------------------------------- ---------------------- ----------------------- --------------------------
Centinela State Prison (CIE-N)
2302 Brown Road
Imperial, CA 92251                                           2              7:00 am - 5-.00 pm               172
Charles Pickett (760) 337-7621 ,
-------------------------------------------------- ---------------------- ----------------------- --------------------------
Central California Women's Facility (CCWF)
23370 Road 22
Chowchilla, CA 93610                                         3              8:00 am - 4:00 pm                176
Shay Shields (559) 665-5531 ext. 7012
-------------------------------------------------- ---------------------- ----------------------- --------------------------
Chuckawalla Valley State Prison (CVSP)
19025 Wileys Well Road                                                      7:00 am - 6:00 pm
Blythe, CA 92225                                             2                                               60
John W. Culton (760) 922-9725
-------------------------------------------------- ---------------------- ----------------------- --------------------------
Correctional Training Facility (CTF)
Highway 101 N                                                               7:00 am - 3:00 pm
Soledad, CA 93960                                            1                      or                       160
Adena Statzer (831) 678-3951 ext. 4150                                      10:00 am - 5:00 pm
-------------------------------------------------- ---------------------- ----------------------- --------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------- ---------------------- ----------------------- --------------------------
                                                      Estimated # Of
                   Institution                          Psychiatric                               Estimated # Of Hours per
                                                        Technicians            Shift Hours         Psychiatric Technician
-------------------------------------------------- ---------------------- ----------------------- --------------------------
<S>                                                         <C>             <C>                              <C>
Deuel Vocational Institution (DVI)
23500 Kasson Road
Tracy, CA 95376                                              2              8:00 am - 4:00 pm                174
George Leiser (209) 835-4141 ext. 5820
-------------------------------------------------- ---------------------- ----------------------- --------------------------
Folsom State Prison (FSP)
Prison Road                                                                 6:00 am - 2:00 pm
Represa, CA 95671                                            2              2:00 pm -10:00 pm                160
Cynthia Hallo RN, HPC (916) 608-3121
-------------------------------------------------- ---------------------- ----------------------- --------------------------
High Desert State Prison (HDSP)
475-750 Rice Canyon Road                                                    6:00 am to 2:00 pm
Susanville, CA 96130                                         5             2:00 pm to 10:00 pm               160
Bill Murphy (530) 25105100 ext. 5400
-------------------------------------------------- ---------------------- ----------------------- --------------------------
Ironwood State Prison (ISP)
19005 Wileys Wei! Road
Blythe, CA 92226
Chief Medical Officer (760) 921-3000 ext.                    3              8:00 am - 4:00 pm                10
6720
-------------------------------------------------- ---------------------- ----------------------- --------------------------
Mule Creek State Prison (MC)
4001 Highway 104
lone, CA 95640                                               3                     Vary                      176
Barbara Walters (209) 274-4911 ext. 6425
-------------------------------------------------- ---------------------- ----------------------- --------------------------
North Kern State Prison-(N-K)
2737 West Cecil Avenue
Delano, CA 93215-0567                                        2              7:00 am - 5:00 pm                80
Robert Mekemson (661) 721-2345ext. 5917
-------------------------------------------------- ---------------------- ----------------------- --------------------------
Pelican Bay State Prison (PB)
5905 Lake Earl Drive
Crescent City, CA 95531                                      2               5:00 am -1:00 pm                160
Martha Mendez (707) 564-1000 ext. 7002
-------------------------------------------------- ---------------------- ----------------------- --------------------------
Pleasant Valley State Prison (PVSP)
24863 West Jayne Avenue                                                     8:00 am - 4:00 pm
Coalinga, CA 93210                                           2                      Or                       176
Martha Mendez (707) 465-1000 ext. 7002                                      7:00 am to 5:00 pm
-------------------------------------------------- ---------------------- ----------------------- --------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------- ---------------------- ----------------------- --------------------------
                                                      Estimated # Of
                   Institution                          Psychiatric                               Estimated # Of Hours per
                                                        Technicians            Shift Hours         Psychiatric Technician
-------------------------------------------------- ---------------------- ----------------------- --------------------------
<S>                                                         <C>             <C>                              <C>
Richard J. Donovan Correctional Facility at Rock
Mountain (RJD)
480 Alta Road                                               10              6:00. am - 2:30 pm               160
San Diego, CA 92179                                                         8:00 am - 4:30 pm
Dave Woodward (619) 661-6500 ext. 7073
-------------------------------------------------- ---------------------- ----------------------- --------------------------
Salinas Valley State Prison (SVSP)
31625 Highway 101                                                           7:00 am - 8:00 pm
Soledad, CA 93960                                            4             (8 & 10 hour shifts)              80
Hang Luu (831) 678-5590
-------------------------------------------------- ---------------------- ----------------------- --------------------------
Sierra Conservation Center (SCC)
5100 O' Byrnes Ferry Road                                                    8:00 am-4:00 pm
Jamestown, CA 95327                                         2.5             8:00 am - 6:00 pm                192
Dr. Howard (209) 984-5291 ext. 5354
-------------------------------------------------- ---------------------- ----------------------- --------------------------
Valley State Prison for Women (VSPW)
21633 Avenue 24                                                             7:00 am - 3:00 pm
Chowchilla, CA 93610-0099                                    3              12:00 pm - 2:00 am               160
Judy Tucker (559) 665-6100 ext. 6812
-------------------------------------------------- ---------------------- ----------------------- --------------------------
Wasco State Prison Reception Center
(WSP)
701 Scofield Avenue                                          2              8:00 am - 4:00 pm              40 - 60
Wasco, CA 93280
Michael Songer (661) 758-8400 ext. 5906
-------------------------------------------------- ---------------------- ----------------------- --------------------------
</TABLE>

<PAGE>

Telescience International, Inc., DBA                                Attachment E
      Telescience Medical Systems

         Invoices  shall be submitted  to the  appropriate  Regional  Accounting
Offices:

<TABLE>
<CAPTION>
<S>                                            <C>
---------------------------------------------- -------------------------------------------------
Bakersfield Regional Accounting Office         California Correctional Institution (CCI)
Attention: Accounts Payable                    Kern State Prison (NK)
P.O. Box 12050                                 Wasco State Prison (WSF)
Bakersfield, CA 93309
---------------------------------------------- -------------------------------------------------
Central Coast Regional Accounting Office       California Men's Colony (CMC)
Attention: Accounts Payable                    Avenal State Prison (ASP)
P.O. Box 7021                                  Pleasant Valley State Prison (PVSP)
Paso Robles, CA 93447-0147                     California Training Facility (CTF).
                                               Salinas Valley State Prison (SVSP)
---------------------------------------------- -------------------------------------------------
Central Valley Regional Accounting Office      Deuel Vocational Institution (DVI)
Attention: Accounts Payable                    Northern California Women's Facility (NCWF)
P.O. Box 4147                                  Mule Creek State Prison (MC)
Stockton, CA 95204-0147                        Sierra Conservation Center (SCC)
---------------------------------------------- -------------------------------------------------
Corcoran Regional Accounting Office            California State Prison-Corcoran (COR)
Attention: Accounts Payable                    California Substance Abuse Treatment Facility.
P.O. Box 5240                                  & State Prison at Corcoran (CSA)
Corcoran, CA 93212                             Central Valley Women's Facility (CCWF)
                                               Valley State Prison for Women (VSPW)
---------------------------------------------- -------------------------------------------------
North Coast Regional Accounting Office         California Medical Facility (CMF)
Attention: Accounts Payable,                   California State Prison-Solano (SOL)
P.O. Box 187016                                California State Prison-San Quentin (SQ)
Sacramento, CA 95818-7016                      Pelican Bay State Prison (PB)
---------------------------------------------- -------------------------------------------------
Sacramento Regional Accounting Office          California Correctional Center (CCC)
Attention: Accounts Payable                    High Desert State Prison (HD)
P.O. Box 187015                                Folsom State Prison (FSP)
Sacramento, CA 95818-7015                      California State Prison - Sacramento (SAC)
---------------------------------------------- -------------------------------------------------
Southern California Regional Accounting
Office Attention: Accounts Payable             Richard J. Donovan Correctional Training
P.O. Box 6000                                  Center (RJD)
Rancho Cucamonga, CA 91729-6000
---------------------------------------------- -------------------------------------------------
</TABLE>

<PAGE>


         Please send a copy of the monthly recap to:


                            Department of Corrections
                           Contract Management Branch
                      Institution Medical Contracts Section
                         Regional Contracts Unit Manager
                                 P.O. Box 942883
                            Sacramento, CA 94283-0001