STATE OF CALIFORNIA YOUTH AND ADULT CORRECTIONAL AGENCY
                                                  ARNOLD SCHWARZENEGGER, Govenor

DEPARTMENT OF CORRECTIONS P.G. Box 942883
Sacramento, CA 94283-0001


December 23, 2004


Christopher M. Wallace, Vice President
Telescience International, Inc.
8150 Leesburg Pike, Suite 1200
Vienna, VA 22182

CONTRACT NUMBER: 1CM04469 - TEMPORARY/RELIEF NURSING SERVICES

Enclosed,  for your files, is a fully executed original of the  above-referenced
master contract for TEMPORARY/RELIEF  NURSING SERVICES to institutions under the
Department of Corrections for the period from OCTOBER 1, 2004 THROUGH  SEPTEMBER
30, 2007.  Any Notice To Proceed (NTP)  authorization  letters for  institutions
requesting  services,  as  appropriate,  will be  mailed  to your  company  upon
approval.

Inquiries regarding this contract may be directed to me at (916) 323-4168.

Sincerely,


SOCORRO RO.DRIGUEZ
Contract Analyst
Institution Service Contracts Section

Enclosure


CC Contract File


<PAGE>


STP' OF CALIFORNIA
STANDARD AGREEMENT
STD 2'.? (Rev OciO3)

                                                             -------------------
                                                             AGREEMENT NUMBER
                                                             ICM04469
                                                             -------------------
                                                             REGISTRATION NUMBER
                                                             N/A
                                                             -------------------
================================================================================
1.    This Agreement is entered
      into between the State Agency and the Contractor named below:
      STATE AGENCY'S NAME

      Department of Corrections

      CGtJTRAC I JR S NAME
      TELESCIENCE INTERNATIONAL, INC.
2.    The term of this Agreement is: OCTOBER 1, 2004 through SEPTEMBER 30, 2007
--------------------------------------------------------------------------------
3.    The maximum amount   The total estimated amount of this contract shall not
                           exceed Fifty  Million  Dollars of this  agreement is:
                           ($50,000,000.00)  There is no monetary  obligation on
                           this master contract; funds for each institution will
                           be encumbered on a Notice to Proceed (NTP), The State
                           makes no  commitment,  written or implied,  as to the
                           total  amount to be expended  during the term of this
                           agreement
--------------------------------------------------------------------------------
4.    This Master  Contract is entered  into by and between the Provider and the
      State of California,  Department of Corrections (CDC) for Temporary/Relief
      Nursing  Services  (i.e.  Registered  Nurse,  Licensed  Vocational  Nurse,
      Certified  Nurses Assistant  and/or Medical  Assistant).  Contractor shall
      perform services to participating institutions as identified in Exhibit H,
      Hierarchy  Chart, of this  Agreement.  This Agreement is not exclusive and
      CDC  reserves  the right to  contract  with other  providers  for the same
      service.  The parties agree to comply with the terms and conditions of the
      following  exhibits  which  are  by  this  reference  made  part  of  this
      Agreement.
--------------------------------------------------------------------------------
      Exhibit A - Scope of Work                                         10 pages
      Exhibit B - Budget Detail and Payment Provisions                   1 page
      Exhibit B-1 - Bid Proposal                                         4 pages
      Exhibit B-2 - Rate Sheet                                          20 pages
      Exhibit C* - General Terms and Conditions
      Check mark one item below as Exhibit D:                            GTC304*

                                                       (R)I Exhibit - D Special
                                                       Terms and Conditions
                                                       (Attached hereto as
                                                        part of this agreement)
                                                        -----------------------
                                                        1 page
                                                        N/A
      Exhibit - D* Special Terms and Conditions
      Exhibit E - Additional Provisions
      Exhibit F - List of Participating institutions
      Exhibit G - List of Regional Accounting Offices
      Exhibit H - Hierarchy Chart
      Exhibit I - Business Associates Agreement (HIPAA)

Items shown with an Asterisk ('), are hereby  incorporated by reference and made
part of this agreement as if attached  hereto.
These documents can be viewed at wwvr.ols.dgs.ca.go'v/Standard+Language
IN WITNESS  WHEREOF,  THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.
CONTRACTOR
CONTRACTOR'S NAME (if other than AN  INDIVIDUAL,  STATE whether a corporation,
partnership,  etc.)
TELESCIENCE INTERNATIONAL, INC.

<TABLE>
<CAPTION>
<S>                                                                             <C>
------------------------------------------------------------------------------------------------------------
                                                                                   California Department of
                                                                                  General Services Use Only

--------------------------------------------------------------------------------
BY (Authorized Signature)                                   DATE SIGNED

PRINTED NAME AND TITLE OF PERSON SIGNING
CHRISTOPHER M. WALLACE, Vice President                     (703) 641-8890 X133
--------------------------------------------------------------------------------
ADDRESS
8150 Leesburg Pike, Suite 1200, Vienna, VA 22182
--------------------------------------------------------------------------------
                      STATE OF CALIFORNIA
--------------------------------------------------------------------------------
AGENCY NAME
Department of Corrections
--------------------------------------------------------------------------------
BY (Authorized Signature)                              DATE SIGNED (Do nor 0/50)

PRINTED NAME AND TITLE OF PERSON SIGNING')
DEBRA L. SMITH, Chief, Institution MEDICAL CONTRACTS SECTION
ADDRESS
P.O. BOX 942883, SACRAMENTO, CA 94283-0001
============================================================================================================
</TABLE>

<PAGE>


California Department of Corrections (CDC) and
      TeleSceince International, Inc.                                  Exhibit A
SCOPE OF WORK                                              Contract No. ICM04469


                                TEMPORARY/RELIEF
            REGISTERED NURSES (RN), LICENSED VOCATIONAL NURSES (LVN),
                     CERTIFIED NURSING ASSISTANTS (CNA), AND
                             MEDICAL ASSISTANTS (MA)


1.    INTRODUCTION/SERVICES

      Contractor shall provide on an as-needed  basis,  twenty-four (24) hours a
      day,  seven  (7) days a week,  Temporary/Relief  Registered  Nurses  (RN),
      Licensed Vocational Nurses (LVN),  Certified Nursing Assistants (CNA), and
      Medical  Assistants  (MA)  to  provide  medical,  surgical  and  specialty
      services  such  as  emergency  medicine,   psychiatric  or  obstetric  and
      gynecological  nursing care,  etc to California  Department of Corrections
      (CDC) institutions for the care of inmate/patients  under the jurisdiction
      of the CDC.  Temporary/relief  RN, LVN, CNA, and MA services shall be used
      only when patient acuity levels or appropriate  staffing  levels cannot be
      maintained  with civil  service  staff.  Institutions  may,  on  occasion,
      request bilingual (English/Spanish speaking) personnel.

      Registry  personnel referred by the Contractor must be able to perform the
      tasks  associated  with providing the above nursing  service(s) and assume
      full  responsibility  for services  performed.  Contractor agrees that all
      referred registry  personnel will be required to render health services to
      any inmate/patient as needed.  Registry staff will work under the clinical
      direction  of the Health Care  Manager/Chief  Medical  Officer  (HCM/CMO),
      designee  and/or  nursing  supervisor  in  accordance  with state laws and
      regulations   and  shall  at  all  times  comply  with  universal   safety
      precautions   and  maintain   CDC  security   measures  and  a  safe  work
      environment.

      Contractor agrees that all expenses associated with travel to and from the
      institution,  lodging,  and all training  expenses for referred  personnel
      shall be borne by the Contractor, or the Contractor's subcontractors,  and
      will not be reimbursed separately by CDC.

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

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


<PAGE>



California Department of Corrections (CDC) and
  TeleSceince International, Inc.                                      Exhibit A
SCOPE OF WORK                                              Contract No. ICM04469

2.    LICENSES/PERMITS/CERTIFICATION REQUIREMENTS

      a.    Contractor's personnel shall, throughout the term of this Agreement,
            have current and valid licenses  and/or  certificates  in accordance
            with the State requirements  governing the scope of licensure and/or
            certification.  In the  event  a  required  license,  permit  and/or
            certification  expires,  Contractor shall provide a  current/renewed
            license(s),  permit(s) and/or  certification(s)  to CDC no less than
            thirty (30) days prior to the expiration, or replace the personnel.

      b.    Contractor  is  responsible  for verifying  through the  appropriate
            licensing  boards  that no  adverse  actions  have been taken by the
            State licensing  authorities against any referred personnel assigned
            to CDC, and that all licenses are active and void of misconduct. CDC
            may, at its discretion, verify the current status of staff assigned.
            If,  during the course of this  Agreement,  any of the  licenses and
            requirements  as stated  herein are found to be  inactive  or not in
            compliance, CDC may immediately terminate this Agreement.

      c.    Copies of the  following  documents  are  required  for all referred
            personnel designated for assignment to CDC and shall be submitted to
            the HCM/CMO or designee prior to providing services:

            (1)   Current State of  California  licensure  and/or  certification
                  appropriate to the scope of work

            (2)   Current Cardiopulmonary Resuscitation Certificate (CPR)

            (3)   Employment Eligibility Verification (1-9) form

      d.    Institutions  with a licensed  General  Acute Care  Hospital  (GACH)
            (CIM,  CMF,  COR,  CMC) also require a current copy of  Contractor's
            Medical/Clinical Skills Inventory Checklist and Clinical Performance
            Evaluation  Checklist,  validating  the  competency of  Contractor's
            personnel to perform the duties, is required by this Agreement.

      e.    All referred registry  personnel working in a licensed general acute
            care  hospital  setting must have  documentation  of completion of a
            competency  validation process meeting the requirements of Title 22,
            Section 70016 or Section 70016.1, as applicable, prior to performing
            the duties required by this Agreement.

      f.    Contractor  shall  obtain at least two (2)  reference  checks on all
            referred  personnel and maintain  records of  verification.  Records
            shall include the following:

            Name of person contacted and date
            Name of previous  acute  care hospital or health facility
            Specialty areas/units worked
            Degree of competency performing duties


<PAGE>


California Department of Corrections (CDC) and
  TeleSceince International, Inc.                                      Exhibit A
SCOPE OF WORK                                              Contract No. ICM04469


3.    CONTRACTOR RESPONSIBILITIES

      Under medical or RN  supervision,  registry  staff services shall include,
      but not be limited to:

      Registered Nurse (RN)

      Providing  nursing  care  consistent  with the scope of  licensure  and/or
      certification,  and in accordance with physicians  orders and CDC facility
      policies and procedures
      o     Documenting and  maintaining  medical records in accordance with CDC
            policies and procedures
      o     Performing and documenting nursing assessments for assigned patients
            and reporting  significant  changes to the attending  physician in a
            timely manner
      o     Providing   patient   education   that  is   consistent   with   the
            inmate/patient's medical condition
      o     Assisting the physician with all treatment modalities
      o     Circulating in the surgery suite
      o     Scrubbing the surgery suite
      o     Providing nursing care to pre- and postoperative cases
      o     Making and applying surgical dressings
      o     Providing  clinical  supervision  of other  nursing  staff to ensure
            quality patient care

      Licensed Vocational Nurse (LVN)

      o     Providing nursing care consistent with the scope of licensure and/or
            certification,  and in  accordance  with  physicians  orders and CDC
            facility policies and procedures
      o     Documenting and  maintaining  medical records in accordance with CDC
            policies and procedures
      o     Performing and  documenting  basic nursing  assessments for assigned
            patients  and  reporting   significant   changes  to  the  attending
            physician and/or lead nurse in a timely manner
      o     Providing   patient   education   that  is   consistent   with   the
            inmate/patient's medical condition
      o     Assisting the physician with all treatment modalities
      o     Circulating in the surgery suite
      o     Scrubbing the surgery suite
      o     Providing nursing care to pre- and postoperative cases
      o     Making and applying surgical dressings
      o     Insure quality patient care

      Certified Nursing Assistant (CNA)

      Providing  patient  care  consistent  with the scope of  licensure  and/or
      certification  and, in accordance with physician  order's and CDC policies
      and procedures
      o     Motivating and assisting inmate/patients in developing and utilizing
            their maximum potential for self-care and daily living activities
      o     Positioning,     ambulating,     transferring    and    transporting
            inmate/patients
      o     Administering non-legend topical preparations
      o     Taking and  recording  weight,  height,  blood  pressure,  pulse and
            respiration


<PAGE>


California Department of Corrections (CDC) and
  TeleSceince International, Inc.                                      Exhibit A
SCOPE OF WORK                                              Contract No. ICM04469

      o     Taking  and  recording  oral  and  rectal  temperatures   Observing,
            charting  and  reporting  the  inmate/patient's  clinical  symptoms,
            behavior,  and treatment  administered to the lead nurse in a timely
            manner
      o     Documenting and  maintaining  medical records in accordance with CDC
            facility policies and procedures
      o     Preparing inmate/patients for physical examination
      o     Assisting in the collection of laboratory specimens
      o     Caring for surgical instruments and equipment
      o     Restocking supplies

      Medical Assistant (MA)

      Providing basic  administrative,  clerical,  and medical services that are
      consistent  with  the  scope  of  certification  and  in  accordance  with
      physicians orders and CDC facility policy and procedures
      o     Preparing inmate/patients for physical examination
      o     Performing     electrocardiograms,     electroencephalograms     and
            plethysmography tests (excluding full body plethysmography)
      o     Assisting in the  collection of laboratory  specimens and performing
            simple laboratory and screening tests that are customarily performed
            in a medical office
      o     Positioning,     ambulating,     transferring    and    transporting
            inmate/patients
      o     Administering  medication  (excluding  anesthetics)  and  non-legend
            topical preparations
      o     Taking and  recording  weight,  height,  blood  pressure,  pulse and
            respiration
      o     Taking and recording oral and rectal temperatures
      o     Observing,  charting and  reporting  the  inmate/patient's  clinical
            symptoms,  behavior,  and  treatment  administered  to the attending
            physician or lead nurse in a timely manner
      o     Documenting and  maintaining  medical records in accordance with CDC
            facility policies and procedures
      o     Caring for surgical instruments and equipment
      o     Restocking supplies

      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.

      a.    WORK Hours/DayslFrequency/Holidays
            Temporary/Relief  nursing  services may be ordered  twenty-four (24)
            hours a day, seven (7) days a week,  including holidays.  Contractor
            shall  provide  staff  within  the  time  frames  specified  by  the
            institution representative. Requests for services shall be for eight
            (8),  ten (10),  or twelve (12) hours  based upon  mutual  Agreement
            between the Contractor and HCM/CMO or designee.


<PAGE>


California Department of Corrections (CDC) and
  TeleSceince International, Inc.                                      Exhibit A
SCOPE OF WORK                                              Contract No. 1CM04469


      b.    HOURS OF Operation
            Services are to be provided for a variety of shifts,  which  include
            but are not limited to the following:

                 1st Shift   -       10:30 p.m.    to   6:30 a.m.

                 2nd Shift              30
                                                        2.33 p.m.

                 3rd Shift -         2:30 p.m.     to   10:30 p.m.

            Contractor must provide personnel available to work every day of the
            year, including holidays.  Staff shall report for beginnings/endings
            of shifts in  accordance  with the  policies and  procedures  of the
            requesting  institution.  Contractor shall notify the Institution at
            least  twenty-four  (24) hours in advance  of  scheduled  service if
            unable to provide  service for, or immediately  provide  replacement
            staff to avoid disruption of service.

      c.    HOLIDAYS
            Official  State of  California  holidays  are:  January 1, the third
            Monday in January,  February 12, the third Monday in February, March
            31, the last Monday in. May,  July 4, the first Monday in September,
            the  second   Monday  in  October,   November   11,  the  day  after
            Thanksgiving,  and  December  25. If a day listed falls on a Sunday,
            the  following  Monday  shall be deemed to be the holiday in lieu of
            the day  observed.  If  November  11`h  falls upon a  Saturday,  the
            preceding  Friday  shall be deemed  the  holiday  in lieu of the day
            observed (from GC 19853[a]).

      d.    OVERTIME AND HOLIDAY PAY RATE ALLOWANCES

            (1)   Overtime Pay Rate Allowances
                  (a)   Contractor  shall be responsible  for rotating staff and
                        providing relief staff to avoid Contractor's  payment of
                        overtime.  CDC shall only pay overtime to 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  (1-112)  the
                        hourly  rate  identified  in  Contractor's   Rate  Sheet
                        (Exhibit   B-2)  when   authorized  by  the  HCM/CMO  or
                        designee.

                  (b)   if   an   unanticipated   overtime   situation   arises,
                        Contractor must obtain written approval from the HCM/CMO
                        or  designee  for  payment  of  overtime.   Contractor's
                        failure to obtain  written  approval for  overtime  will
                        cause the Contractor to be the responsible party for the
                        payment  of  any   unauthorized   overtime  to  affected
                        personnel.  If the  HCMICMO  or  designee  approves  the
                        overtime,  a copy of the approval  letter must accompany
                        the monthly invoices.

                  (c)   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.


<PAGE>


California Department of Corrections (CDC) and
  TeleSceince International, Inc.                                      Exhibit A
SCOPE OF WORK                                              Contract No. ICM04469


            (2)   Holida,, Pay Rate Allowances
                  CDC shall pay holiday  rates for official  State of California
                  holidays to Contractor at time and one-half (1-112) the hourly
                  rate as identified in Contractor's Rate Sheet (Exhibit B-2).

                  Holiday rates will be paid  commencing with the 1st Shift work
                  hours  before the holiday  through the 3rd Shift work hours on
                  the actuai hoiiday.  Services are to oe 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
                  (1-112) 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.

      e.    REQUEST FOR SERVICES
            Contractor  must be able to  provide  staff  who will work a regular
            work  schedule of eight (8),  ten (10) or twelve (12) hours per day.
            If the requesting  institution requires a regular 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
            compensation  due  staff  resulting  from  Contractor's  failure  to
            provide  relief  staff  shall  be  borne  by the  Contractor  unless
            authorized by the HCM/CMO or designee.

            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 or  designee  shall  document  the request in
            writing.

            When requesting services, CDC shall inform the Contractor of:
            (1)   The duration of services
            (2)   The number and type of staff required
            (1)   The shift assignment(s); and,
            (2)   The length of each shift assignment (8, 10, or 12 hours

            CDC may cancel or change 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 staff reports
            as scheduled, CDC shall pay staff for one-half (112) the hours staff
            would have worked at the daily 2nd Shift rate.

      f.    FAILURE TO PERFORM SERVICES
            (1)   To determine if nursing standards and departmental/institution
                  policies and  procedures  are adhered to and  maintained,  CDC
                  will routinely  evaluate the work  performance of all referred
                  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 be  permitted  to  perform  service.  The
                  HCM/CMO or designee shall state in writing the


<PAGE>


California Department of Corrections (CDC) and
  TeleSceince International, Inc.                                      Exhibit A
SCOPE OF WORK                                              Contract No. ICM04469


                  reasons personnel do not meet qualifications and CDC shall not
                  be required  to pay  Contractor  for any hours  worked by such
                  personnel. Contractor will be required to provide an immediate
                  replacement.

            (2)   Failure to provide  services on three (3) occasions may result
                  in  termination  of  this  Agreement,  or  may  result  in the
                  institution  not contacting your company before going to other
                  contractors for the duration of this Agreement.

      e.    Staff ListlPersonnel Resumes/Qualifications
            (1)   Staff List
                  (a)   institution  shall  approve  in  advance  all  personnel
                        assigned  to  this  Agreement.  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  Agreement.  The  Institution  has the option to
                        approve or deny acceptance of such personnel.

                  (b)   Prior  to   providing   services  as  outlined  in  this
                        Agreement, Contractor shall provide a roster listing all
                        staff  designated  for assignment to CDC. The Contractor
                        shall report in writing the  resignation or dismissal of
                        personnel   who   are   essential   to  the   successful
                        performance of the Agreement.

                  (c)   The Contractor  shall obtain prior written approval from
                        the HCM/CMO or designee for any  additions,  corrections
                        or  changes  to the  Contractor's  prospective  employee
                        roster.   All   referred   personnel   shall  attend  an
                        institution  orientation  before being scheduled to work
                        any  shift  as  outlined  in   "Orientation"   provision
                        provided herein. Contractor will provide the Institution
                        with a current  personnel  roster,  which will remain on
                        file at all times at the  institution.  Contractor shall
                        ensure the Institution has an accurate  personnel roster
                        on file at all  times,  submitting  revised  rosters  as
                        necessary to reflect personnel changes.  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  security  check and gate
                        clearance approval.

                  (d)   Contractor and  Contractor's  personnel  referred to the
                        Institution  shall  ensure  that  all  ordered  registry
                        service  personnel  have  prior  authorization  and  are
                        mutually agreed upon between the HCMICMO or designee and
                        the Contractor.


<PAGE>


California Department of Corrections (CDC) and
  TeleSceince International, Inc.                                      Exhibit A
SCOPE OF WORK                                              Contract No. ICM04469


            (2)   Personnel Resumes
                  Contractor  shall  obtain a resume for all  referred  registry
                  personnel  and submit the  document  to the  Institution  upon
                  referral. Such records shall include the following:

                  (a)   Qualifying experience at the certified or licensed skill
                        level the nurse is currently  certified and/or licensed,
                        and if  applicable,  specialty  service

                  (b)   Name(s) of  previous  empioyer(s)  inciuding:

                        Length of employment

                        ii. Rehire status

            (3)   Qualifications
                  (a)   Contractor  shall  ensure  that all  personnel  referred
                        through this  Agreement  are  proficient  in the English
                        language:  able to speak  fluently,  understand oral and
                        written communications,  and write effectively. Referred
                        registry   personnel  who  fails  to  meet  the  minimum
                        qualifications   shall  not  be   permitted  to  perform
                        service.  The HCM/CMO or designee shall state in writing
                        the reason(s)  the referred  staff does not meet minimum
                        qualifications. The CDC shall not pay the Contractor for
                        any hours  worked by a referred  staff who does not meet
                        the minimum qualifications.

                  (b)   In   addition   to   the   required    licenses   and/or
                        certifications  noted herein, staff assigned to CDC must
                        have the minimum experience outlined below:

                        Possession of a current  Nursing  Assistant  Certificate
                        issued by the State of  California  and at least one (1)
                        year of  experience  within  the last  three  (3)  years
                        rendering patient care in public or private  institution
                        (accumulated  part-time  work to meet  the one (1)  year
                        requirement is acceptable).

                        ii.   Possession  of a current  Medical  Assistant  (MA)
                              Certificate  issued by the State of California and
                              at least  one (1) year of  experience  within  the
                              last  three (3) years  rendering  patient  care in
                              public   or   private   institution   (accumulated
                              part-time   work   to  meet   the  one  (1)   year
                              requirement is acceptable).

                        iil.  Possession  of a current  license to practice as a
                              Licensed  Vocational  Nurse  (LVN)  issued  by the
                              State  of  California  and  least  one (1) year of
                              experience   within   the  last  three  (3)  years
                              rendering  patient and  nursing  care in public or
                              private institution (accumulated part-time work to
                              meet the one (1) year requirement is acceptable).


<PAGE>


California Department of Corrections (CDC) and
  TeleSceince International, Inc.                                      Exhibit A
SCOPE OF WORK                                              Contract No. ICM04469


                        iv.   Registered Nurse:  Possession of a current license
                              to practice as a  Registered  Nurse (RN) issued by
                              the State of California  and at least one (1) year
                              of  experience  within  the last  three  (3) years
                              rendering administrative services and patient care
                              in  public  or  private  institution  (accumulated
                              part-time   work   to  meet   the  one  (1)   year
                              requirement is acceptable).

                        iv.   Specialty  Services:  In  addition  to  the  above
                              requirements, staff who are requested to work in a
                              specialized  area  such  as  emergency   medicine,
                              psychiatry,  surgery,  etc.,  shall  also  have at
                              least one (1) year of  experience  within the last
                              three (3) years providing patient care within that
                              setting and possess any required certificates.

                        iv.   Obstetrics/Gynecology:   Staff   provided  by  the
                              Contractor  to  female  institutions  (CIW,  CCWF,
                              VSPW,  and CRC)  must  also  have at least one (1)
                              year of experience  within the last five (5) years
                              rendering  obstetric and gynecological  nursing or
                              patient care  services in a health care setting in
                              addition to the above qualifications.

4.    CDC RESPONSIBILITIES

      a.    Orientation
            Contractor  agrees  that,  prior to being  scheduled  to work at the
            institution,  all  referred  registry  personnel,  accepted  by  the
            HCM/CMO or  designee,  shall attend an  orientation  class to become
            familiar  with  the  operations  of  the  institution,  its  medical
            facilities,   Title  15  of  the  California  Code  of  Regulations,
            Director's Rules and  Regulations,  and any bylaws that may apply to
            the institution. Orientation may include, but is not limited to, the
            following:

            (1)   Required  documents  to  be  carried  (e.g.,  license(s),  CDC
                  identification badge, registry identification, if applicable)
            (2)   Inmate security policies and procedures
            (3)   Reporting for beginning/ending of shift assignment
            (4)   Rules governing overtime
            (5)   Uniform or dress code
            (6)   Reporting of personal illness
            (7)   Reporting of industrial illness or injury
            (8)   Background  investigations,  fingerprinting and Digest of Laws
                  Relating to Association with Prison Inmate requirements
            (9)   Authorization  to be on CDC premises limited to scheduled work
                  hours or orientation
            (10)  Rules governing gate clearance requirements
            (11)  Administrative   and  related  service   provided   policies/
                  procedures
            (12)  Infection  Control  and  Universal  Precautions  working  in a
                  correctional environment
            (13)  California  Occupational Safety and Health Administration (CAL
                  OSHA) regulations relating to Bloodborne Pathogens
            (14)  CDC Tuberculosis (TB) Exposure Control Plan


<PAGE>



California Department of Corrections (CDC) and
  TeleSceince International, Inc.                                      Exhibit A
SCOPE OF WORK                                              Contract No. ICM04469

            (15)  CDC Hepatitis and Human Immunodeficiency Virus (HIV) programs
            (16)  Patient/Personal  Safety relating to fire, electrical hazards,
                  disaster  preparedness,  hazardous material,  equipment safety
                  and management,  Safe Drinking Water and Toxic Enforcement Act
                  of  1986,  Employee  Right to Know,  Advanced  Directives  and
                  Patient's Rights

            Each I Contractor,  Contractor's  subcontractor,  paid for tor, o VI
            referred  registry  personnel  ti.nlilI  , .. the time  spent in the
            orientation  class after  working at a CDC  institution a minimum of
            eighty (80) hours in excess of the orientation hours.  Attendees who
            do not  work a  minimum  of  eighty  (80)  hours  in  excess  of the
            orientation  class hours shall not be paid for the time spent in the
            orientation class.

            To maintain continuity of services and ensure safety for all workers
            should a prolonged need for services develop,  Contractor shall make
            available to the Institution only those personnel who have completed
            all components of the orientation.

      b.    Inspections
            Inspections  shall be  carried  out by the  NCM/CMO or  designee  at
            various  times  during  the term of this  Agreement  to check on the
            quality and quantity of work.

5.    DEPARTMENT OF CORRECTIONS CONTACT INFORMATION

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

      Scope of Service/Performance Issues:

      o     See Exhibit F - List of Participating Institutions

      Billing/Payment Issues:

      o     See Exhibit G - List of Regional Accounting Offices

      The  institution  representative  can be contacted  Monday through Friday,
      8:00 A.M. to 5:00 P.M.

      General Contract Issues:
            Office of Contract Services
            Phone Number: (916) 323-8718
            Fax Number:   (916) 323-2292]


<PAGE>


California Department of Corrections (CDC) and
  TeleScience International, Inc.                                      Exhibit B
BUDGET DETAIL AND PAYMENT PROVISIONS                       Contract No. ICM04469

      Invoicinq and Payment

      a.    For services satisfactorily  rendered, and upon receipt and approval
            of  contractor's  invoices,  the  State  agrees  to  compensate  the
            Contractor  for actual  expenditures  incurred  in  accordance  with
            Exhibit B-1, Bid Proposal and the rates specified  herein on Exhibit
            B-2, Rate Sheet,  which are attached  hereto and made a pari of this
            Agreement.

      b.    Invoices  shall include the Agreement  Number and shall be submitted
            in triplicate to the appropriate  DEPARTMENT OF CORRECTIONS REGIONAL
            Accounting Office AS SPECIFIED IN EXHIBIT G.

2.    Budget CONTINGENCY CLAUSE

      a.    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  Contractor,  or to furnish any other  considerations
            under this  Agreement,  and  Contractor  shall not be  obligated  to
            perform any provisions of this Agreement.

      b.    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
            Contractor to reflect the reduced amount.


3.    PROMPT PAYMENT CLAUSE

      Payment will be made in accordance with, and within the time specified in,
      Government  Code Chapter  4.5,  commencing  with  Section 927.  Payment to
      small/micro  businesses  shail be made in  accordance  with and within the
      time specified in Chapter 4.5, Government Code 927 et seq.


<PAGE>


California Department of Corrections (CDC) and                       Exhibit B-1
  TeleScience International. Inc.                          Contract No. ICM04469
BID PROPOSAL


                        TEMPORARY/RELIEF NURSING SERVICES
                                 BID NO. 040164

The bidder hereby agrees to provide 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,  Disabled Veteran Business Enterprise (DVBE) requirements,
if applicable,  and such addenda  thereto as may be issued before the public bid
opening date,  at the rates set forth by the bidder in Exhibit B-2.  Exhibit B-2
MUST be submitted with this bid proposal.

Exhibit  B-2 shall  remain in force for the stated  term of this  Agreement  and
shall  include every item of expense,  direct and indirect,  including any taxes
incidental to the specified rates.

By virtue of  submitting  this bid, the  undersigned  is accepting the terms and
conditions  expressed in this IFB. Any and all  services  performed  outside the
scope of this Agreement  shall be at the sole risk and expense of the successful
bidder.


*     PLEASE NOTE: A RATE CAP MAY BE IMPOSED  AFTER  SUBMISSION  OF AIL BIDS AND
      BEFORE AWARD OF ANY CONTRACTS.


 COMPANY NAME:
================================================================================
      TeleScience International, Inc,
--------------------------------------------------------------------------------
STREET ADDRESS:                                    P.O. BOX:

      8150 Leesburg Pike, Suite 1200
--------------------------------------------------------------------------------
CITY. STATE AND ZIP CDDE:                          CITY, STATE AND ZIP CODE

      VIENNA VA 22182
--------------------------------------------------------------------------------
TELEPHONE NUMBER;                                  FAX NUMBER:
(703) 641 -8890X 1 33                              (703)  641-8949
--------------------------------------------------------------------------------
FEDERAL ID or SOCIAL SECURITY NUMBER.              E-MAIL ADDRESS:
      54-1433399                                   cwallace@telescience.corn
--------------------------------------------------------------------------------
TAX STATUS  [ ] Individual/Sole Proprietor  [ ] Estate or Trust [ ] Partnership
            [X] Corporation (State in which incorporated VA__)  [ ] Other:

PRINT NAME AND TITLE OF AUTHORIZED REPRESENTATIVE
      Christopher M. Wallace Vice President Medical Systems Division
================================================================================
    [GRAPHIC OMMITED                                            DATE: 23-JULY-04
                                             -----------------------------------

<PAGE>


TeleScience International, inc.                                      Exhibit B-1
CDC BID PROPOSAL                                           Contract No. ICM04469


Rates  must be  provided  for all  services  listed in Exhibit  B-2.  Failure to
provide the required rates shall be cause for rejection of your bid.

NOTE:
1.    Any  quantities  listed on Exhibit  B-2 are CDC's  estimates  only and are
      offered  as a basis  for the  comparison  of  bids.  The  State  does  not
      expressly  or by  implication  agree that the  actual  amount of work will
      correspond  therewith  and reserves the right to omit portions of the work
      as may be deemed necessary or advisable by the State.

2.    In the case of a  discrepancy  between the Unit Price (e.g.,  Hourly Rate,
      Cost Per Service) and Item Total (e.g.,  Hourly Rate x Hours Worked = Item
      Total), the Unit Price shall prevail. However, if the Unit Price figure is
      ambiguous,  illegible,  uncertain,  or is omitted, the Item Total shall be
      divided by the estimated usage (e.g.,  Hours Worked) to determine the Unit
      Price. In the case of a discrepancy between the Basis of Award and the sum
      of the Item Totals, the sum of the item Totals shall prevail.

      The amount of the total bid will be rounded up to the nearest whole dollar
      when the Agreement documents resulting from this bid are prepared.

Bidder shall set forth rates in clear, legible figures in the spaces provided in
Exhibit B-2

SMALL BUSINESS PREFERENCE

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/Micro business participation in state contracting and seeks to
use certified Small/Micro businesses whenever possible.

A  Small/Micro  business  enterprise  is defined as a business  certified by the
Office of Small Business and Disabled Veteran Business Enterprise  Certification
(OSDC) 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:
                  (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


<PAGE>


TeleScience International, Inc.                                      Exhibit B-1
CDC BID PROPOSAL                                           Contract No. 1CM04469


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/Micro
business  enterprise.  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/Micro business  preference,  which may not exceed $50,000 for
any bid, your firm must 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 receipt verified by such office.  Therefore, if
you are a Small/Micro business,  but are not certified,  it is to your advantage
to  become  certified.   For  certification  and  preference   approval  process
information,  contact the OSDC by telephone at (916) 375-4940 or access the OSDC
Internet website at www.dqs.ca.qov/osbcr.

The CDC must identify all contractors,  subcontractors  and consultants who will
provide  labor or render  services  in the  performance  of this  Agreement  and
further identify whether any of the listed  subcontractors and consultants are a
certified   Small/Micro   business,   or  a  certified   DVBE  by  completing  a
Subcontractor/Consultant  List. If any changes  occur in the submitted  original
Subcontractor/Consultant  List,  the  Contractor  shall  notify  the  Office  of
Contract  Services  (OCS),  in writing,  within ten (10)  working  days of those
changes, including any changes to Small/Micro business or DVBE status.

The CDC asks that you encourage any  subcontractor(s)  and/or  consultant(s) not
currently certified as a Small/Micro business or DVBE, that you believe may meet
the certification requirements specified herein, to become certified through the
DGS, OSDC. Please provide those  subcontractor(s)/consultant(s) the OSDC contact
and certification information provided above.

If you are a certified  Small/Micro business enterprise and fail to complete the
Prime Contractor information section below, your business shall be classified as
a large  business  which will preclude your bid from  receiving the five percent
(5%)  Small/Micro   business   preference  and  cause  incorrect   reporting  of
Small/Micro business and large business participation by the CDC.

--------------------------------------------------------------------------------
PRIME CONTRACTOR NAME:___________________TeleScience International,  Inc._______

CI I AM a Small Business Enterprise. My DGS reference number is:
O I am a  Microbusiness  Enterprise.  My DGS reference number is: ______________

      I am a large business.

NOTE:  IF YOU  ARE A  CERTIFIED  SMALL/MICRO  BUSINESS  ENTERPRISE  AND  FAIL TO
COMPLETE  THIS SECTION,  YOUR  BUSINESS WILL BE CLASSIFIED AS A LARGE  BUSINESS,
WHICH WILL  PRECLUDE YOUR BID FROM  RECEIVING THE FIVE PERCENT (5%)  SMALL/MICRO
BUSINESS PREFERENCE.
--------------------------------------------------------------------------------


<PAGE>


TeleScience International, Inc.                                      Exhibit B-1
CDC BID PROPOSAL                                           Contract No. ICM04469


TARGET AREA  CONTRACT  PREFERENCE  ACT (TACPA)
ENTERPRISE  ZONE ACT (EZA)
LOCAL AGENCY MILITARY BASE RECOVERY AREA (LAMBRA) ACT

If this  Agreement  is for goods or services in excess of  $100,000.00,  and the
worksite is not fixed by the terms of this Agreement (e.g., services will not be
performed at an  institution  or other  specific  work site  determined by CDC),
preference  shall  be  granted  to  California-based  bidders  if they  meet the
requirements  specified  in Title 2,  California  Code of  Regulations,  Section
1896.30 et seq., for the Target Area Contract Preference Act (TACPA), Government
Code (GC) Section 7084 for the Enterprise Zone Act (EZA) and GC Section 7118 for
the Local Agency Military Base Recovery Area (LAMBRA) Act.

Bidders seeking these preferences must submit completed Standard Forms (STD 830,
STD 831 and/or STD 832) with their bid  proposal.  As  explained in the Standard
forms, the bidder is allowed bidding  preferences for each program (EZA,  TACPA.
LAMBRA, and Small/Micro business) for which a ~. s u and the bidder is qualified
and  may  receive  a  combined   preference  up  to  fifteen  percent  (15%)  or
$100,000.00,  whichever is less. The  preferences do not alter the amount of the
resulting Agreement and are used for bid evaluation purposes only.

Bidders may obtain copies of the STD 830, 831 and 832 forms via the Internet at:

                            http:l/www.osp.dgs.ca.gov

--------------------------------------------------------------------------------
PLEASE  PLACE AN "X" IN THE box NEXT TO the bidding  PREFERENCE  PROGRAM(S)  FOR
which YOU ARE QUALIFIED

TACPA       A copy of form 830 must be  submitted  with  your  bid  proposal  to
            verify TACPA.

EZA         I] A copy of form 831 must be  submitted  with your bid  proposal to
            verify EZA

LAMBRA rJ   A copy of form 832 must be  submitted  with  your  bid  proposal  to
            verify LAMBRA

NOTE:  FAILURE TO SUBMIT  THE  TACPA,  EZA,  AND/OR  LAMBRA  FORMS WITH YOUR BID
PROPOSAL WILL RESULT IN THE DENIAL OF THE PREFERENCE(S).
--------------------------------------------------------------------------------


<PAGE>


Telescience International
Rate Sheet                                                 Contract No. 1CM04469

                  STATE OF CALIFORNIA Department of Corrections
                        TEMPORARY/RELIEF NURSING SERVICES

                                   RATE SHEET

                                 BID NO. 040164

Bidder shall provide one bid rate for all  inStitutions  within th( hider is not
reouired to bid on all groups.  Contractor proposes to provide  Temporary/Relief
Nursing Ser rates:

Please Note:

      ' Indicates no need for this  position AT specified  institution  although
      rates  are  re  u:red  for  possible   future  needs.   r..-  .-.r  Re  of
      itered________________(RN):       ~GIIrn______i      CI      R~~.~.FL____I
      Kea_______________Nurse__________________________________________________

      Exhibit B-2

[tables to come]

<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 55.00.

      Discount  offered on invoices to be paid within 30 days of receipt =_____6
      .5______(degree)io

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


<PAGE>



California Department of Corrections (CDC) and                         Exhibit D
TeleScience International, Inc.                            Contract No. 1CM04469
SPECIAL TERMS AND CONDITIONS



      i.    Contract  Disputes  (Supersedes  provision  number 6,  Disputes,  of
            Exhibit 0)

      As a condition  precedent to  contractor's  right to institute  and pursue
      litigation or other legally available dispute resolution  process, if any,
      contractor  agrees that all disputes  and/or claims of contractor  arising
      under or  related  to the  Agreement  shall be  resolved  pursuant  to the
      following  processes.  Contractor's  failure to comply  with said  dispute
      resolution procedures shall constitute a failure to exhaust administrative
      remedies.

      Pending  the  final   resolution  of  any  such  disputes  and/or  claims,
      contractor  agrees  to  diligently  proceed  with the  performance  of the
      Agreement,  including  the  delivering  of goods or providing of services.
      Contractor's  failure to diligently  proceed  shall  constitute a material
      breach of the Agreement.

      The Agreement shall be interpreted,  administered,  and enforced according
      to the laws of the State of  California.  The parties  agree that any suit
      brought hereunder shall have venue in Sacramento,  California, the parties
      hereby  waiving any claim or defense that such venue is not  convenient or
      proper.

      A.    FINAL PAYMENT
            The  acceptance  by  contractor  of final  payment shall release the
            California  Department of Correction (CDC) from all claims,  demands
            and  liability to  contractor  for  everything  done or furnished in
            connection  with this work and from every act and neglect of CDC and
            others  relating to or arising out of this work except for any claim
            previously accepted and/or in process of resolution.

            INFORMAL APPEAL
            Contractor and the program or institution contract liaison, or other
            designated  CDC  employee  of the unit for which the goods are being
            delivered or the service is being performed,  shall first attempt in
            good  faith  to   resolve   the   dispute   or  claim  by   informal
            discussion(s).  Contractor  shall identify the issues and the relief
            sought.  Informal  discussion(s)  between  contractor  and  contract
            liaison,  or the designated CDC employee,  shall be written,  dated,
            and signed by the authors.

            The program or institution  contract liaison shall issue an informal
            written statement to contractor regarding the dispute within fifteen
            (15)  calendar  days  following  settlement  or an  impasse  in  the
            informal  discussion(s) process. The written statement shall either:
            (1) document the dispute  settlement  and what,  if any,  conditions
            were  reached;  or, (2) document the reason(s) the dispute could not
            be resolved informally and provide notification to contractor of its
            option  to file a  formal  appeal  within  thirty  (30)  days of the
            informal  statement.  One (1) copy of the informal statement and the
            discussion(s) on which it is based shall be forwarded immediately to
            the Office of Contract Services (OCS) for inclusion in the Agreement
            file.

      c.    FORMAL APPEAL
            If the dispute or claim is not resolved to contractor's satisfaction
            by the  informal  appeal  process,  contractor  may  file  with  the
            Assistant  Deputy  Director,  OCS, a formal  written  appeal  within
            thirty  (30)  calendar  days of the date of CDC's  informal  written
            decision. The formal written appeal shall be addressed as follows:


<PAGE>


TeleScience international, inc.                                        Exhibit D
CDC SPECIAL TERMS AND CONDITIONS                           Contract No. ICM04469


            ___1._(SUBJECT)
            Assistant Deputy Director
            Office of Contract Services
            California Department of
            Corrections P.O. Box 942883
            Sacramento, California 94283-0001

            Contractor  shall specify in the formal  written appeal the issue(s)
            in dispute,  the  particular  relief or remedy  sought,  the factual
            basis for contractor's  claim or dispute,  and  contractor's  legal,
            technical  and/or other  authority upon which  contractor  bases its
            claim or dispute.

            The formal  written  appeal  shall  include a written  certification
            signed by a  knowledgeable  company  official  under the  penalty of
            perjury according to the laws of the State of California pursuant to
            California Code of Civil Procedure  Section 2015.5 that the dispute,
            clam, or demand is made ade in good faith,  and that the  supporting
            data are  accurate  and  complete.  If an  Agreement  adjustment  is
            requested,  the  written  certification  shall  further  state under
            penalty of perjury that the relief requested accurately reflects the
            Agreement adjustment for which the CDC is responsible.

            If contractor is a corporation,  the written  certification shall be
            signed by an officer thereof. if contractor is a sole proprietorship
            or partnership,  it shall be signed by an owner or full partner.  If
            contractor  is other  than a  corporation,  sole  proprietorship  or
            partnership,  it shall be signed by a principal  of the company with
            authority to bind the company.

            The Assistant  Deputy  Director,  OCS,  shall issue a formal written
            decision  on behalf  of CDC  within  thirty  (30)  calendar  days of
            receipt of the properly addressed formal written appeal. If mutually
            agreed by the  parties,  the date for the  issuance  of CDC's  final
            written decision may be extended.

      d.    Further RESOLUTION
            if the  dispute  is not  resolved  by the formal  appeal  process to
            contractor's satisfaction,  or contractor has not received a written
            decision from the Assistant Deputy Director,  OCS, after thirty (30)
            calendar days, or other mutually  agreed  extension,  contractor may
            thereafter  pursue its right to institute  other dispute  resolution
            process(es),  if any,  available  under  the  laws of the  State  of
            California.

      E.    CONTRACT DISPUTES WITH PUBLIC ENTITIES
            A county,  city, district or other local public body, state board or
            state  commission,  another state or federal agency, or joint-powers
            authority  shall  resolve a  dispute  with  CDC,  if any,  through a
            meeting  of  representatives  from  the  entities  affected.  If the
            dispute cannot be resolved to the satisfaction of the parties,  each
            entity may  thereafter  pursue its right to institute  litigation or
            other dispute resolution  process,  if any, available under the laws
            of the State of California.

2.    RIQHT TO TERMINATE  (Supersedes provision number 7, Termination for Cause,
      of Exhibit C)

      The State reserves the right to terminate this Agreement subject to thirty
      (30) calendar days written notice to the contractor. Contractor may submit
      a written request to terminate this


<PAGE>


TeleScience International, no.                                         Exhibit D
CDC SPECIAL TERMS AND CONDITIONS                           Contract No. 1CM04469


      Agreement  only if the State  should  substantially  fail to  perform  its
      responsibilities as provided herein.

      Additionally,  the State  reserves the right to terminate  this  Agreement
      subject to thirty (30)  calendar  days  written  notice to the  contractor
      should it be later identified as a service which can be consolidated  into
      a  statewidelregionalized  Agreement. The State may exercise its option to
      cancel the remaining  years of this  Agreement,  should it be decided that
      with additional institutions andlor sites, the State will receive a better
      rate for the same service.

      However.  the Agreement 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 Agreement.  In this instance,
      the Agreement  termination  shall be effective as of the date indicated on
      the State's notification to the contractor.

      This Agreement may be suspended or cancelled without notice, at the option
      of the contractor,  if the HAM contractor or State's premises or equipment
      b u fire or other  catastrophe,  q  i{uipmen+  i are  destroyed c ~ 'Jr 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.

3.    Responsibility Hearinq

      If this  Agreement  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 of future Agreements can be made.

4.    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 Agreement,
      or which  become  available to the  contractor  in order to carry out this
      Agreement,  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  Agreement  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  Agreement  shall be released,  published,  or made  available to any
      person  (except to the State)  without  prior  written  approval  from the
      State.

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


<PAGE>


TeleSCience International, Inc.                                        Exhibit D
CDC SPECIAL TERMS AND CONDITIONS                           Contract No. ICM04469


5.    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 Agreement.

6.    Computer Software Management Memo

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  Agreement
for the acquisition,  operation or maintenance of computer software in violation
of copyright laws.

f.    Accounting Principles

The  contractor  will '" adhere to  generally ~ accepted  accounting  principles
incl.lipies  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.

8.    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.

9.    Subcontractor/Consultant Information

Contractor is required to identify all  subcontractors  and consultants who will
perform  labor  or  render  services  in  the  performance  of  this  Agreement.
Additionally, the contractor shall notify the Department of Corrections,  Office
of Contract Services,  in writing,  within ten (10) working days, of any changes
to the subcontractor and/or consultant information.

10.   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.

11.   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 Agreement price.


<PAGE>


TeleScience international, inc.                                        Exhibit D
CDC SPECIAL TERMS AND CONDITIONS                           Contract No. 1CM04469


12.   Extension OF TERM

This  Agreement  may be amended to extend the term if it is  determined to be in
the best interest of the State.  Upon signing the amendment,  contractor  hereby
agrees to provide services for the extended period at the rates specified in the
original Agreement.

13.   EMPLOYMENT OF EX-OFFENDERS

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

a.    Ex-Offenders on active parole or probation;

b.    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

c.    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:

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

b.    Any  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 of California.

14.   ELECTRONIC WASTE RECYCLING

The  Contractor  certifies  that  it  complies  with  the  requirements  of  the
Electronic  Waste  Recycling  Act of 2003,  Chapter 8.5,  Part 3 of Division 30,
commencing  with  Section  42460  of the  Public  Resources  Code,  relating  to
hazardous and solid waste.  Contractor shall maintain  documentation and provide
reasonable access to its records and documents that evidence compliance.

15.   EXCISE TAX

The State of California is exempt from federal excise taxes;  no payment will be
made for any  taxes  levied on  employees'  wages.  The  State  will pay for any
applicable  State of  California  or local  sales or use  taxes on the  services
rendered or equipment or parts supplied  pursuant to this Agreement.  California
may pay any applicable sales and use tax imposed by another state.


<PAGE>


TeleScience International, Inc.                                        Exhibit D
CDC SPECIAL TERMS AND CONDITIONS                           Contract No. 1CM04469

16.   LICENSES AND PERMITS

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

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

17.   PERMITS AND Certifications FROM STATE Board of Equalization

This  solicitation  i~aio.ti and d any  resulting + shall be subject to a(euro)!
requirements  as set forth in E itl~  solicitation  y  contract  6487,  7101 and
sections  6452.1,  6487.3,  18510 of the Revenue and Taxation  Code, and section
10295.1 of the Public  Contract  Code  requiring  suppliers to provide a copy of
their reseller's permit or certification of registration and, if applicable, the
permit or certification of all participating affiliates,  issued by California's
State Board of Equalization.  Effective  January 1, 2004,  awarding  departments
must obtain,  prior to award,  copies of the permits or certifications  from the
proposed  awardee.  Failure of the supplier to comply by supplying  the required
permit or certification  will cause the supplier's bid response to be considered
non-responsive  and their  bid  rejected.  Unless  otherwise  specified  in this
solicitation,  a copy of the reseller's  permit i+ or rt  certification  must be
supplied within five (5) state business of registration days of the request made
by the State.

18.   CONFLICT OF INTEREST

The contractor and their  employees  shall abide by the provisions of Government
Code (GC) Sections 1090,  81000 et seq., 82000 at seq., 87100 at 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 conflicts of interest.

A.    CONTRACTORS AND THEIR EMPLOYEES
      Consultant contractors shall file a Statement of Economic Interests,  Fair
      Political  Practices  Commission  (FPPC)  Form  700  prior  to  commencing
      services under the Agreement,  annually  during the life of the Agreement,
      and within thirty (30) days after the expiration of the  Agreement.  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 an  FPPC  Form  700 if one of the
      following exists:
      (1)   The  Agreement  service has been  identified by the CDC as one where
            there is a greater likelihood that a conflict of interest may occur;
      (2)   The  contractor  and/or  contractor's  employee(s),  pursuant to the
            Agreement, makes or influences a governmental decision; or
      (3)   The contractor  and/or  contractor's  employee(s)  serves in a staff
            capacity with the CDC and in that capacity  participates in making a
            governmental decision or


<PAGE>


TeleScience International, Inc.                                        Exhibit D
CDC SPECIAL TERMS AND CONDITIONS                           Contract No. 1CM04469


            performs the same or substa..t ally all the . ome duties for the CDC
            that  would  otherwise  be  performed  by an  individual  holding  a
            position specified in the CDC's Conflict of Interest Code.

b.    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 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 art official position for private gain;
            (b)   Giving preferential treatment to any particular person;
            (c)   Losing independence or impartiality;
            (d)   Making a decision outside of official channels; and
            (e)   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.

C.    FORMER STATE EMPLOYEES
      (1)   For the two year (2-year)  period from the date he or she left state
            employment,  no former  state  officer or employee may enter into an
            Agreement  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 Agreement while employed in
            any capacity by any state agency.
      (2)   For the twelve-month  (12-month) period from the date he or she left
            state employment, no former state officer or employee may enter into
            an Agreement 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  Agreement  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
company, person or business" means any company, business, corporation, nonprofit
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,


<PAGE>


TeleScience International, Inc.                                        Exhibit D
CDC SPECIAL TERMS AND CONDi T IONS                         Contract No. iCM04469


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, nonprofit corporation,  partnership,
partnership,  partnershlp,  proprietorship, sole or other 'H' ' H' her 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 Agreement.

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 any status or structure that could affect the performance
of the contractor's duties under the Agreement.

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 for each meeting of the board or commission,
payment for preparatory time and payment for per diem.

19.   DISCLOSURE

Neither the State nor any State employee will be liable to the contractor or its
staff for  injuries  inflicted  by inmates or parolees  of the State.  The State
agrees to disclose to the contractor any statement(s)  known to State staff made
by any inmate or parolee  which  indicate  violence  may result in any  specific
situation,  and the same  responsibility  will be  shared by the  contractor  in
disclosing such statement(s) to the State.

20.   SECURITY Clearancel Fingerprintinq

The State reserves the right to conduct fingerprinting and/or security clearance
through  the  Department  of  Justice,  Bureau of  Criminal  Identification  and
Information  (BCII),  prior to  award  and at any  time  during  the term of the
Agreement, in order to permit Contractor and/or Contractor's employees access to
State premises.  The State further reserves the right to terminate the Agreement
should a threat to security be determined.

21.   NOTIFICATION OF PERSONNEL CHANGES

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


<PAGE>


TeleScience International, inc.                                        Exhibit D
CDC SPECIAL TERMS AND CONDITIONS                          Contract No. iCM104469

22.   Non Eligible Alien Certification

By signing this Agreement Contractor  certifies,  under penalty of perjury, that
Contractor,  if a sole proprietor,  is not a nonqualified  alien as that term is
defined by the United States Code (U.S.C.)  Title 8, Chapter 14, Section 1621 et
seq.

The following  PROVISIONS APPLY TO services PROVIDED ON DEPARTMENTAL AND/OR
institution grounds:

23.   Bloodborne Pathogens

Provider shall adhere to California  Division of Occupational  Safety and Health
(CAL-OSHA) regulations and guidelines pertaining to bloodborne pathogens.

24.   Tuberculosis (TB) Testing

in the event that the services  required  under this Agreement will be performed
within  a CDC  institution,  prior  to the  performance  of  contracted  duties,
contractors  and their  employees  who are  assigned  to work with  inmates on a
regular basis shall be required to be examined or tested or medically  evaluated
for TB in an infectious or contagious stage, and at least 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.

Contractors  and their employees shall be required to furnish to CDC, at no cost
to CDC, a form CDC 7336,  'Employee  Tuberculin Skin Test (TST) and Evaluation,"
prior to assuming their contracted duties and annually thereafter,  showing that
the contractor and their employees have been examined and found free of TB in an
infectious  stage.  The form CDC 7336 will be provided by CDC upon  contractor's
request.

25.   PRIMARY LAWS,  RULES,  AND Regulations  REGARDING  Conduct AND ASSOCIATION
      WITH STATE PRISON INMATES

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:

a.    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>


TeleScience International, Inc.                                        Exhibit D
CDC SPECIAL TERMS AND CONDITIONS                           Contract No. 1CM04469


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

b.    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, Section 3304

c.    All persons entering onto  institution/facility or camp grounds consent to
      search of their  person,  property  or  vehicie  ai any lime.  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

d.    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)

e.    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

f.    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  paraphernalia,  including  cocaine  or
      marijuana.

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

g.    It is illegal  crime 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 Sections 2540,  2541 and 4570;  CCR, Title 15,  Sections 3010,
      3399, 3401, 3424 and 3425

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

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


<PAGE>


TeleScience International, inc.                                        Exhibit D
CDC SPECIAL TERMS AND CONDITIONS                           Contract No. ICM04469


      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)

J.    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.

26.   Clothinq Restrictions

While on institution grounds,  contractor and all its agents, employees,  and/or
representatives  shall be professionally  and appropriately  dressed in clothing
distinct from that worn by inmates at the institution.  Specifically, blue denim
pants and blue  chambray  shirts,  orange/red/yellow/white/chartreuse  jumpsuits
and/or yellow rainwear shall not be worn onto  institution  grounds,  as this is
inmate attire.  Contractor  should contact the  institution  regarding  clothing
restrictions  prior  to  requiring  access  to the  institution  to  assure  the
contractor and their employees are in compliance.

27.   Security Requlations

a.    Unless  otherwise  directed by the entrance gate officer  and/or  Contract
      Manager, the contractor,  contractor's  employees and subcontractors shall
      enter the institution  through the main entrance gate and park private and
      nonessential vehicles in the designated visitor's parking lot. Contractor,
      contractor's  employees and subcontractors  shall remove the keys from the
      ignition  when outside the vehicle and all  unattended  vehicles  shall be
      locked and secured while on institution grounds.

b.    Any State- and  contractor-owned  equipment used by the contractor for the
      provision of contract services,  shall be rendered temporarily inoperative
      by the  Contractor  when not in use,  by  locking  or other  means  unless
      specified otherwise.

c.    In order to  maintain  institution  safety  and  security,  periodic  fire
      prevention   inspections  and  site  searches  may  become  necessary  and
      contractor  must furnish keys to  institutional  authorities to access all
      locked areas on the worksite. The State shall in no way be responsible for
      contractor's loss due to fire.

d.    Due to security  procedures,  the contractor,  contractor's  employees and
      subcontractors may be delayed at the institution  vehicle/pedestrian gates
      and sally ports.  Any loss of time checking in and out of the  institution
      gates and sally ports shall be borne by the contractor.

e.    Contractor,  contractor's  employees and subcontractors  shall observe all
      security rules and regulations and comply with all  instructions  given by
      institutional authorities.


<PAGE>


TeleScience International, Inc.                                        Exhibit D
CDC SPECIAL TERMS AND CONDITIONS                           Contract No. ICM04469


f.    Electronic  and  communicative  devices  such as pagers,  cell  phones and
      cameras/microcameras are not permitted on institution grounds.

g.    Contractor,  contractor's  employees  and  subcontractors  shall not cause
      undue interference VJitoperations of the institution. th i the

h.    No picketing is allowed on State property.

28.   Gate Clearance

Contractor  and  contractor's  ernployee(s)  and/or  subcoi  traotor(s)  must be
cleared prior to providing services. The contractor will be required to complete
a Request for Gate Clearance for all persons  entering the facility a minimum of
ten (10) 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 state  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, and/or individual has deliberately falsified his/her identity.

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


<PAGE>


California Department of Corrections (CDC) and                         Exhibit E
TeleScience International, Inc.                            Contract No. iCM04469
ADDITIONAL PROVISIONS


1.    Disabled Veteran Business Enterprise (DVBE)

AGREEMENTS EXEMPT FROM DVBE If this Agreement is exempt from DVBE  requirements,
CDC requests your assistance in achieving  legislatively  established  goals for
the participation of DVBEs by reporting any

LGI LI11 ~etifiGL1 a DVBEs that that .l II be used in LI ~I-IC performance.  ~ 4
IJG  of  of  this   -y   leel  I  IGf   lL.

2.    SMALL    Business    AND    DVBE    PARTICI.ATION________________________-
      COMMERCIALLY USEFUL Functions

This  solicitation  and  any  resulting   Agreement  shall  be  subject  to  all
requirements  as set  forth  in AB  669,  Statutes  of  2003  pertaining  to the
following code sections:

      Government Code Sections 14837,  14838.6,  14839, 14842,  14842.5
      Military and Veterans Code (MVC) Sections 999, 999.6, 999.9

In part,  these code sections  involve  requirements  to qualify as a California
certified Small Business, Microbusiness and DVBE. Effective January 1, 2004, the
aforementioned  companies  must  perform a  COMMERCIALLY  USEFUL  FUNCTION to be
eligible  for  award.  AB 669 also  requires  that the  DVBE be  "domiciled"  in
California.  Failure  of the  supplier  to  comply  with the  definition  of and
detailed  requirements  for providing a COMMERCIALLY  USEFUL function will cause
the supplier's bid response to be considered  non-responsive  and their bid will
be rejected.  Also,  contractors found to be in violation of certain  provisions
contained  within these code  sections may be subject to loss of  certification,
penalties and Agreement cancellation.

4.    Confidentiality of Information

CDC  and  Provider  agree  that  all  in  lriiatelpatiei  It  Iillediuai  record
information  is  identified  as  confidential  and  shall be held in  trust  and
confidence  and  shall be used only for the  purposes  contemplated  under  this
Agreement.

Provider by acceptance of this  Agreement is subject to all of the  requirements
of the  federal  regulations  implementing  the Health  Portability  and d r-~~.
n,,CvUntaviiiLy  n.-.L of 9o~+ u  Insurance  ar-.;r,ty  nL,c 1  IU|X|V  (Code of
Federal  Regulations  (CFR), Title 45, Sections 164.501 et seq.); the California
Government Code Section 11019.9; California Civil Code Sections 56 et seq.,; and
California  Civil  Code  Sections  1798,  et seq.;  regarding  the  collections,
maintenance,  and  disclosure  of personal and  confidential  information  about
individuals.

5.    CONTRACTOR EMPLOYEE MISCONDUCT

Public ENTITY  AGREEMENTS AND INTERAGENCY  AGREEMENTS
During the performance of this Agreement,  it shall be the responsibility of the
contractor  whenever  there is an incident of use of force or  allegation(s)  of
employee misconduct associated with and directly impacting inmate andlor parolee
rights,  to  immediately  notify  the  CDC  of  the  incident(s),  to  cause  an
investigation to be conducted,  and to provide CDC with all relevant information
pertaining to the incident(s). All relevant information includes, but is not


<PAGE>


TeleScience international, inc.                                        Exhibit E
CDC ADDITIONAL PROVISIONS                                  Contract No. ICM04469


limited to: a)  investigative  reports;  b) access to  inmates/parolees  and the
associated staff; c) access to employee personnel  records;  d) that information
reasonably  necessary to assure CDC that inmates and/or parolees are not or have
not been deprived of any legal rights as required by law, regulation, policy and
procedures;  and e) written evidence that the contractor has taken such remedial
action,  in the event of unnecessary or excessive force, or employee  misconduct
with inmates and/or parolees, as will assure against a repetition of incident(s)
or retaliation.  To the extent that the  information  provided by the contractor
fails to so assure CDC, CDC may require that any implicated  contractor staff be
denied  access to and the  supervision  of CDC  inmates  and/or  parolees at the
facility and access to inmate and/or  parolee and TRa" records.  Notwithstanding
ale  foregoing,  and  without  t '  waiving  any  obligation  bUgat~Gi  of . the
contractor, CDC retains the power to conduct an independent investigation of any
incident(s).  Furthermore, it is the responsibility of the contractor to include
the  foregoing   terms  within  any  and  all   subcontracts,   requiring   that
subcontractor(s) agree to the jurisdiction of CDC to conduct an investigation of
their facility and staff,  including review of subcontractor  employee personnel
records, as a condition of the Agreement.

Agreements With Private  Entities  During the performance of this Agreement,  it
shall be the responsibility of the contractor whenever there is an allegation of
employee misconduct associated with and directly impacting inmate and/or parolee
rights,  to  immediately  notify  the  CDC  of the  incident(s),  to  cause.  an
investigation to be conducted,  and to provide CDC with all relevant information
pertaining to the incident(s).  All relevant  information  includes,  but is not
limited to: a) investigative  reports;  b) ... al l. e s s the associated staff;
c) access to employee personnel records;  .~ w inmates/parolees  and ~ r d) that
information  reasonably necessary to assure CDC that inmates and/or parolees are
not or  have  not  been  deprived  of any  legal  rights  as  required  by  law,
regulation,  policy and procedures;  and e) written evidence that the contractor
has taken such remedial action, in the event of employee misconduct with inmates
and/or  parolees,  as will  assure  against  a  repetition  of the  incident(s).
Notwithstanding  the  foregoing,  and  without  waiving  any  obligation  of the
contractor, CDC retains the power to conduct an independent investigation of any
incident(s).  Furthermore, it is the responsibility of the contractor to include
the  foregoing   terms  within  any  and  all   subcontracts,   requiring   that
subcontractor(s) agree to the jurisdiction of CDC to conduct an investigation of
their facility and staff,  including review of subcontractor  employee personnel
records, as a condition of the Agreement.

6.    Rictht TO TERMINATE  (Supersedes  provision number 2, Right to Termination
      of Exhibit D) if this is a Public  Entity  Agreement,  the parties  hereto
      agree that  either  party may cancel  this  Agreement  by giving the other
      party written  notice thirty (30) days in advance of the effective date of
      such cancellation.  in the event of such termination,  the State agrees to
      pay Contractor for actual  services  rendered up to and including the date
      of termination.

7.________TRAVEL cep J o(s)'

      o     THIS  PROVISION  HAS BEEN  DELETED  FROM THIS SECTION AS IT DOES NOT
            PERTAIN TO THE TERMS OF THIS AGREEMENT, , G17 initial here


<PAGE>


TeleScience International, Inc.                                        Exhibit E
CDC ADDITIONAL PROVISIONS                                  Contract No. ICM04469


8.    FEDERAL Fundinq

a,    If this Agreement  includes  federal  funding,  in whole or in part, it is
      mutually  understood between the parties that this Agreement may have been
      written for the mutual  benefit of both parties  before  ascertaining  the
      availability of congressional  appropriation of funds to avoid program and
      fiscal delays which would occur if the Agreement  were executed after that
      determination was made.

      This Agreement is valid and enforceable  only if sufficient funds are made
      available  to the State by the  United  States  Government  for the fiscal
      year(s) covered by this Agreement and for the purposes of this program. In
      addition,  this  Agreement  is  subject  to any  additional  restrictions,
      limitations,  or conditions enacted by the Congress or any statute enacted
      by the Congress that may affect the  provisions,  terms or funding of this
      Agreement in any manner.

      The  parties  mutually  agree that if the  Congress  does not  appropriate
      sufficient  funds for the  program,  this  Agreement  shall be  amended to
      reflect any reduction in funds.

b.    The  department  has the  option  to void  the  Agreement  under  the (30)
      thirty-day cancellation provision or to amend the Agreement to reflect any
      reduction in funds.

c.    The  recipient  shall comply with the Single  Audit Act and the  reporting
      requirements  set forth in Office of Management  and Budget (OMB) Circular
      A-133. "Audits of States, Local Governments and Non-Profit Organizations."

d.    Contractor  warrants by  execution  of this  Agreement,  that no person or
      selling  agency has been  employed  or  retained to solicit or secure this
      Agreement upon agreement or  understanding  for a commission,  percentage,
      brokerage,  or contingent fee,  excepting bona fide employees or bona fide
      established  commercial or selling  agencies  maintained by the contractor
      for the  purpose of securing  business.  For breach or  violation  of this
      warranty,  the State shall, in addition to other remedies provided by law,
      have the right to annul this Agreement without liability,  paying only for
      the value of the work actually  performed,  or otherwise  recover the full
      amount of such commission, percentage, brokerage, or contingent fee.

9.    Hirinq CONSIDERATIONS

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

10.   SUBCONTRACTORS

For all  Agreements,  with the  exception of  Interagency  Agreements  and other
governmental   entitieslauxiliaries   that  are  exempt  from  bidding,  nothing
contained in this Agreement, or otherwise, shall create any contractual relation
between the State and any  subcontractors,  and no subcontract shall relieve the
Contractor of  Contractor's  responsibilities  and  obligations  hereunder.  The
Contractor  agrees  to be as fully  responsible  to the  State  for the acts and
omissions of its  subcontractors  and of persons  either  directly or indirectly
employed by any of


<PAGE>


Tel:Science International, Inc.                                        Exhibit E
CDC ADDITIONAL PROVISIONS                                 Contract No. ICMi04469


them as it is for the acts and  omissions  of persons  directly  employed by the
Contractor.  The  Contractor's  obligation  to  pay  its  subcontractors  is  an
independent  obligation  from the  State's  obligation  to make  payments to the
Contractor. As a result, the State shall have no obligation to pay or to enforce
the payment of any moneys to any subcontractor.


11.   Employment OF EX-OFFENDERS  (Supersedes provision number 14, Employment of
      Ex- Offenders, of Exhibit D

The  cortrector  cannot be and rail!  net either  directly  nr on a  subcontract
basis, employ in connection with this Agreement:

a.    Ex-Offenders  on active  parole or  probation,  or who have been on active
      parole  or  probation   during  the  last  three  years   preceding  their
      employment.

b.    Ex-Offenders required to register as a sex offender pursuant to Penal Code
      Section 290.

c.    Ex-offenders  convicted of drug  trafficking in a  prison/jail;  escape or
      aiding/abetting  escape;  battery on a Peace  Officer or Public  Official;
      arson  offenses;  or,  any  violations  of Penal Code  Sections  4570-4574
      (unauthorized Communications with Prisons and Prisoners Offenses).

The contractor  shall only employ  ex-offenders who can provide written evidence
of having  satisfactorily  completed parole or probation,  and who have remained
off parole or probation,  and have had no arrests or convictions within the past
three years.

The contractor  shall obtain prior written approval from the Chief of the Office
of Substance  Abuse Programs  (OSAP) to employ  ex-offenders  in a position that
provides direct supervision of inmates/parolees, and who have any conviction for
any offense listed in Penal Code Section 667.5(c). An ex-offender whose assigned
duties will  involve  administrative  or policy  decision-making,  accounting  .
procurement, oprocuremenfi, cashiering, auditing, nV or a other business-related
administrative function shall be fully bonded to cover any potential loss to the
State or  contractor.  Evidence  of such bond shall be  supplied to the Chief of
OSAP prior to the employment of the ex-offender.

In addition,  ex-offenders convicted of a Penal Code Section 10222.5 offense for
use of a firearm, or for burglary, extortion, or robbery will not necessarily be
precluded employment in the In-Prison Substance Abuse Programs (SAPS), Substance
Abuse Services  Coordination  Agencies  (SASCA),  Female Offender  Treatment and
Employment  Program (FOTEP),  and the Parolee Services Networks (PSN). The Chief
of OSAP shall  review such  ex-offenders  on a  case-by-case  basis to determine
whether or not the applicant will be approved for employment.


<PAGE>


TelcScience International, Inc.                                        Exhibit E
CDC ADDITIONAL PRCVISIC                                    Contract No. ICM04469


12.   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
agreement be insured dyalnsl. t: uC

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:

      The insurer will not cancel the irnsured'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.

State  of  California,  the  Department  of  Corrections  must  be  named  as  a
"Certificate  Holder" on the Commercial General Liability  Insurance,  and shall
include:

            State of California
            Department of
            Corrections Office of Contract Services
            P.O. Box 942883
            Sacramento, CA 94283-0001

13.   WORKER'S COMPENSATION

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


<PAGE>


<TABLE>
<CAPTION>

State of California and                                                                        Exhibit F
TeleScience International, Inc.                                                    Contract No. ICM04469


                                   List of Participating Institutions

-----------------------------------------------   ------------------------------------------------------
                  Institution                                           Institution
-----------------------------------------------   ------------------------------------------------------
<S>                                               <C>
Avenal State Prison (ASP)                         California Correctional Center (CCC)
1 Kings Way                                       711-045 Center Road
Avenal, CA 93204                                  Susanville, CA 96127
(559) JO6-7426; FdA `JJ9) .786-7 40I              (530) 257-2181 A1217; Fax (530) 252-3038
-----------------------------------------------   ------------------------------------------------------
CALIFORNIA CORRECTIONAL Institution (CCI)         California Institution for Men (CIM)
End of Highway 202                                14901 South Central Avenue
Tehach(pi, CA 93561                               CI I I ICJ, CA 91710
(661) 822-4402; Fax (661) 823-5043                (909) 606-7192; Fax (909) 606-7009
-----------------------------------------------   ------------------------------------------------------
CALIFORNIA Institution for Women  (CIWV)          CALIFORNIA 7VIEDICAL FACILITY (CMF)
16756 Chino-Corona Road                           1600 California Drive
Frontera, CA 92880                                Vacaville, CA 95687
(909) 597-1771; Fax (909) 393-8061                (707) 453-7040; Fax (707) 453-7027
-----------------------------------------------   ------------------------------------------------------
CALIFORNIA Mens COLONY (CMC)                      California Rehabilitation Center (CRC)
Highway 1                                         5th Street & Western
San Luis Obispo, CA 93409-8101                    Norco, CA 91760
L (805) 547-7900; Fax (805) 547-7513              I (909) 737-2683; Fax: (909) 736-1488
CALIFORNIA STATE PRISON-CORCORAN (COR)            ------------------------------------------------------
4001 King Avenue                                  California STATE Prison, LOS ANGELES COUNTY (LAC)
Corcoran, CA 93212-8309                           44750 60th Street West
(559) 992-8800 x7992; Fax (559) 992-6196          Lancaster, CA 93536-7620
-----------------------------------------------   (661) 729-2000 x7046; Fax: (661) 729-6909
CALIFORNIA STATE PRISON-SACRAMENTO (SAC)          ------------------------------------------------------
Prison Road                                       CALIFORNIA  STATE  PRISON - SAN  QUENTIN  (SQ)
Represa, CA 95671                                 San Quentin,  CA  94964
(916) 985-8610 x6170; Fax (916) 985-3521          (415)  454-1460; Fax (415) 455-5091
-----------------------------------------------   ------------------------------------------------------
CALIFORNIA STATE Prison - SOLARO (SOL)            CALIFORNIA Substance Abuse Treatment FACILITY
2100 Peabody Road                                 AND STATE PRISON AT CORCORAN (CSATF-CSA)
Vacaville, CA 95687                               900 Quebec Avenue
(831) 678-5500 x5804; Fax (831) 678-5504          Corcoran, CA 93212
-----------------------------------------------   (559) 992-7100 x5434; Fax (559)992-7104
CALIPATRIA STATE PRISON (CAL)                     ------------------------------------------------------
7018 Blair Road                                   Centinela STATE PRISON (CEN)
Calipatria, CA 92233                              2302 Brown Road
(760) 348-7000; Fax (760) 348-7169                Imperial, CA 92251
                                                  (760) 337-7900 x7080: Fax (760) 337-7665
-----------------------------------------------   ------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
State of California and                                                                        Exhibit F
TeleScience International. Inc.                                                    Contract No. 1CM04469


                               List of Participating Institutions (Cont'd)


-----------------------------------------------   ------------------------------------------------------
<S>                                               <C>
Central California Women's Facility  (CCWF)       CHUCKAWALLA VALLEY STATE PRISON (CVSP)
23370 Road 22                                     19025 Wileys Well Road
Chowchilla, CA 93610                              Blythe, CA 92225
(559) 665-5531 x7012; Fax (559) 665-6064          (760) 922-5300 x5225; Fax (760) 922-9780
-----------------------------------------------   ------------------------------------------------------
Correctional Training Facility (CTF)              Deuel Vocational Institution (DVI)
Highway 101N                                      23500 Kasson Road
Soledad, CA 93960                                 Tracy, CA 95376
(831) 678-3951; Fax: (831) 678-5907               (209) 835-4141 x5420; Fax (209) 830-3808
-----------------------------------------------   ------------------------------------------------------
FOLSOM State Prison (FSP)                         High Desert State Prison (HDSP)
Prison Road                                       475-750 Rice Canyon Road
Represa, CA 95671                                 Susanville, CA 96130
(916) 985-2561 x3034; Fax (916) 351-3001          (530) 251-5100 x5400; Fax (530) 251-5101
-----------------------------------------------   ------------------------------------------------------
IRONWOOD State Prison (ISP)                       MULE CREEK STATE Prison (MC)
19005 Wileys Well Road                            4001 Highway 104
Blythe, CA 92225                                  lone, CA 95640
(760) 921-3000; Fax (760) 921-4395                (209) 274-4911; Fax (209) 274-4861
-----------------------------------------------   ------------------------------------------------------
NORTH KERN State Prison (NK)                      Pleasant VAIIEY STATE Prison (PVSP)
2737 West Cecil Avenue                            24863 West Jayne Avenue
Delano, CA 93215                                  Coalinga, CA 93210
(661) 721-2345; Fax (661) 721-2913                (559) 935-4900 x5433; Fax (559) 935-7081
-----------------------------------------------   ------------------------------------------------------
PELICAN BAY STATE PRISON (PB)                     SALINAS VALLEY STATE Prison (SVSP)
5905 Lake Earl Drive                              31625 Highway 101
Crescent City; CA 95531                           Soledad, CA 93960
(707) 465-1000; Fax (707) 465-9107                (831) 678-5500; Fax (831) 678-5503
-----------------------------------------------   ------------------------------------------------------
RICHARD J. DONOVAN CORRECTIONAL FACILITY          VALLEY STATE PRISON FOR WOMEN (VSPW)
AT ROCK Mountain (RJD)                            21633 Avenue 24
480 Alta Road                                     Chowchilla, CA 93610
San Diego, CA 92179                               (559) 665-6100;) Fax (559) 665-6102
(619) 661-6500; Fax (619) 661-6253                ------------------------------------------------------
-----------------------------------------------   WASCO STATE PRISON Reception Center
SIERRA CONSERVATION CENTER (SCC)                  (WSP)
5100 0' Byrnes Ferry Road                         701 Scofield Avenue
Jamestown, CA 95327                               Wasco, CA 93280
(209) 984-5291 x5536; Fax (209) 984-0151          (661) 758-8400 x5975; Fax (661) 758-7088
-----------------------------------------------   ------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

State of California and                                                                        Exhibit G
TeleScience International, inc.                                                    Contract No. ICM04469


                                   LIST OF REGIONAL ACCOUNTING OFFICES

               Invoices shall be submitted to the appropriate Regional Accounting Offices:


         Accounting Office                                      Institutions
-----------------------------------------------   ------------------------------------------------------
<S>                                               <C>
Bakersfield Regional Accounting Office            California Correctional Institution (CCI)
Attention: Accounts Payable                       California State Prison-Los Angeles (LAC)
P.O. Box 12050                                    North Kern State Prison (NK)
Bakersfield, CA 93309                             Wasco State Prison (WSP)
(661) 334-3702 Fax (661) 334-3720
-----------------------------------------------   ------------------------------------------------------
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)
(805) 237-6900  Fax: (805) 237-3103               Salinas Valley State Prison (SVSP)
-----------------------------------------------   ------------------------------------------------------
CENTRAL VALLEY REGIONAL Accounting OFFICE         Deuel Vocational Institution (DV!)
Attention: Accounts Payable                       Mule Creek State Prison (MC)
P.O. Box 4147                                     Sierra Conservation Center (SCC)
Stockton, CA 95204-0147
(209) 948-7100 Fax: (209) 948-7162
-----------------------------------------------   ------------------------------------------------------
CORCORAN REGIONAL Accounting OFFICE               California State Prison-Corcoran (COR)
Attention: Accounts Payable                       California Substance Abuse Treatment
P.O. Box 5240                                     Facility & State Prison at Corcoran (CSA)
Corcoran, CA 93212                                Central California Women's Facility (CCWF)
(559) 992-7073 Fax: (559) 992-7020                Valley State Prison for Women (VSPW)
-----------------------------------------------   ------------------------------------------------------
EL CENTRO REGIONAL Accounting Office              Centinela State Prison (CEN)
Attention: Accounts Payable                       Chuckawalla State Prison (CVSP)
P.O. Box C5282                                    Ironwood State Prison (ISP)
El Centro, CA 92244                               California State Prison-Calipatria (CAL)
(760) 337-4810 Fax: (760) 337-4854
-----------------------------------------------   ------------------------------------------------------
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 (SO)
Sacramento, CA 95818-7016                         Pelican Bay State Prison (PB)
(916) 322-9009 Fax: (916) 322-6821
-----------------------------------------------   ------------------------------------------------------
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)
(916) 358-2042 Fax: (916) 358-2039
-----------------------------------------------   ------------------------------------------------------
Southern California Regional Accounting Office
Attention: Accounts Payable                       California Institution for Men (CIM)
P.O. Box 6000                                     California Institution for Women (CIW)
Rancho Cucamonga, CA 91729-6000                   California Rehabilitation Center (CRC)
(909) 483-1546 Fax: (909) 483-1548                Richard J. Donovan Correctional Training Center (RJD)
-----------------------------------------------   ------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
California Department of Corrections &                                                                 Exhibit H
Telescience International                                                                  Contract No. ICM04469

                                                HIERARCHY CHART


----------------------------------------------------------------------------------------------------------------
       institution           Registered Nurse     Licensed Vocational     Certified Nursing   medical Assistant
         Group                    (RN)                Nurse (LVN)         Assistant (CNA}          (MA)
----------------------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>                     <C>                 <C>
 I
  1. PBSP                         16th                    13th                6th                  7th
----------------------------------------------------------------------------------------------------------------

  2. CCC, HDSP                    17th                    18th                6th                  7th
----------------------------------------------------------------------------------------------------------------

  3. DVI, MC, SCC                 23td                    21st                9th                  13th
----------------------------------------------------------------------------------------------------------------

  4. CMF, SOL                     14th                    16th                8th                  13th
----------------------------------------------------------------------------------------------------------------

  5. FSP, SAC                     22nd                    22nd                11th                 17th
----------------------------------------------------------------------------------------------------------------

  6. SQ                           20th                    17th                14th                 17th
----------------------------------------------------------------------------------------------------------------
  7. CCWF, VSPW                   J1st                   Loth                  9th        i        21st
----------------------------------------------------------------------------------------------------------------

  8. SVSP, CTF                    25th                    22nd                16th                 11th
----------------------------------------------------------------------------------------------------------------

 9. ASP, PVSP                     29th                    24th                14th                 13th
----------------------------------------------------------------------------------------------------------------

 10. COR, CSA                     31st                    23rd                15th                 15th
----------------------------------------------------------------------------------------------------------------

 it NKSP, WSP                     28th                    13tH                 9th                 15th
----------------------------------------------------------------------------------------------------------------

 12. CCI, LAC                     23rd                    15th                12tH             Above Cutoff
----------------------------------------------------------------------------------------------------------------

 13. CMC                           8th                     9th                14th                 14tH
----------------------------------------------------------------------------------------------------------------

 14. CIM, CIW, CRC                20th                    17th                18tH                 18th
----------------------------------------------------------------------------------------------------------------
 15. CAL, CEN                     14th                    14th                14th                 14th
----------------------------------------------------------------------------------------------------------------

 16. CVSP, ISP                    28th                    22nd                 9th                  7th
----------------------------------------------------------------------------------------------------------------

 17. RJD                          24th                    19th                18th                 17th
----------------------------------------------------------------------------------------------------------------
</TABLE>