STATE OF CALIFORNIA
 STANDARD AGREEMENT
 STD 213 (Rev 06/03)                                         AGREEMENT NUMBER
                                                             1CM04522
--------------------------------------------------------------------------------
                                                             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
      -------------------------
      CONTRACTORS NAME

      TELESCIENCE INTERNATIONAL, INC.
      -------------------------------

--------------------------------------------------------------------------------
2.    The term of this Agreement is: October 1, 2004 through September 30, 2007
--------------------------------------------------------------------------------
3.    The maximum amount of this  agreement  is:

      The total  estimated  amount of this contract shall not exceed SIX MILLION
      ONE HUNDRED SIXTY SIX Thousand TWENTY FIVE Dollars ($6,166,025.00).  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 nr  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
      NURSE  PRACTITIONER  (NP) SERVICES.  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                                        8 pages
      Exhibit B - Budget Detail and Payment Provisions                 1 page
      Exhibit B-1 - Bid  Proposal                                      4 pages
      Exhibit B-2 - Rate Sheet                                         5 pages
      Exhibit C' - General  Terms and  Conditions                      GTC304*

      Check mark one item below as Exhibit D:
      E Exhibit - D Special  Terms and  Conditions
        (Attached  hereto as part of this agreement)                  13 pages
      L__|_| J Exhibit - D. Special Terms and Conditions               ____NIA
      Exhibit E -  Additional  Provisions                              6 pages
      Exhibit F - List of  Participating Institutions                  2 pages
      Exhibit G - List of Regional  Accounting Offices                 1 page
      Exhibit  H -  Hierarchy  Chart                                   1 page
      Exhibit  I -  Business Associates Agreement (HIPAA)              NIA

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
www.otsdgs.ca.gov/Standard+Language

IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.
<TABLE>
<CAPTION>
<S>                                                                                  <C>
---------------------------------------------------------------------------------------------------------------------------
                                      CONTRACTOR                                      California Department of General
                                                                                             Services Use Only

--------------------------------------------------------------------------------
CONTRACTOR'S  NAME (if other than an  individual,  state whether a  corporation,
partnership, etc.)
TELESCIENCE INTERNATIONAL, INC.
--------------------------------------------------------------------------------
BY (Authorized Signature)                           DATE SIGNED


PRINTED NAME AND TITLE OF PERSON SIGNING
CHRISTOPHER M. WALLACE, V.P., Medical Systems Division
--------------------------------------------------------------------------------
ADDRESS
8150 Leesburg Pike, Suite 1200, Vienna, VA 22182            (703) 641-8890 X133
--------------------------------------------------------------------------------

                      STATE OF CALIFORNIA
--------------------------------------------------------------------------------
AGENCY NAME
Department of Corrections ______________________________________________________
                                             DATE SIGNED
BY (Authorized Signature)

----------------------------------------------------------------
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) &                           Exhibit A
Telescience International, inc.                                       ICM04522


                                  SCOPE OF WORK
                    TEMPORARY/RELIEF NURSE PRACTITIONER (NP)

1.    INTRODUCTION/SERVICES

      Contractor shall provide on an as-needed  basis,  twenty-four (24) hours a
      day, seven (7) days a week, Temporary/Relief Nurse Practitioner to provide
      direct and indirect  patient  care  services,  under  written and approved
      standardized  procedures,  to California  Department of Corrections  (CDC)
      institutions for the care of inmate/patients under the jurisdiction of the
      CDC.  Temporary/Relief  NP 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.

      Personnel  referred  by the  Contractor  must be able to perform the tasks
      associated  with  providing the above patient  service(s)  and assume full
      responsibility for services performed. Contractor agrees that all referred
      personnel will be required to render health services to any inmate/patient
      as needed. Staff will work under the clinical direction of the Health Care
      Manager/Chief  Medical  Officer  (HCM/CMO),  and/or designee 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  and/or severe  disability.  If
      health  care  service or  treatment  is  nonessential  or could  safely be
      deferred until the inmate/patient 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,

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.

<PAGE>

California Department of Corrections (CDC) &                           Exhibit A
Telescience International, Inc.                                         ICM04522


      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 during
            the ,+ assigned. If, Ucourse 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

3.    CONTRACTOR RESPONSIBILITIES

      Under  medical  supervision  of the Chief  Medical  Officer  (CMO),  staff
      services shall include, but not be limited to:

      Nurse Practitioner (NP)

      o     Providing clinical assessments and case management services
      o     Constructing and interpreting medical histories
      o     Performing and interpreting selected laboratory tests
      o     Developing and implementing treatment plans
      o     Referring   inmate/patients   to  a  physician  in  accordance  with
            standardized procedures and/ or as determined by the CMO


<PAGE>


California Department of Corrections (CDC) &                           Exhibit A
Telescience International, Inc.                                         ICM04522


      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/Days/Frequency/Holidays
            Temporary/Relief NP 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.

      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 -         6:30 a.m.     to         2:30 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 beginningslendings
            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 fails 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.


<PAGE>

California Department of Corrections (CDC) &                           Exhibit A
Telescience International, Inc.                                         ICM04522


                  (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  HCM!CMO  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.

            (2)   Holiday 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 actual holiday.  Services are to be provided for a variety
                  of shifts,  which are not limited to the  following:  Example:
                  The  Christmas  Holiday  would  be paid at time  and  one-half
                  (1-1/2) as follows:

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

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

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

      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 HCMICMO 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  HCMICMO 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


<PAGE>

California Department of Corre eiicr.                                  Exhibit A
Telescience International, Inc                                          ICM04522


            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 (1/2) the hours staff
            would have worked at the daily 2'"d 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  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.

            Staff ListiPersonnel 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.


<PAGE>

California Department of Corrections (CDC) &                           Exhibit A
       Telescience International, Inc.                                  ICM04522


                  (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 HCM/CMO or designee and
                        the Contractor.

            (2)   Personnel Resumes
                  Contractor  shall  obtain a resume for a!!  referred  registry
                  personnel  and submit the  document  to the  Institution  upon
                  referrel Such records shall induce the following:

                  (a)   Qualifying  experience at the licensed  skill level as a
                        Nurse Practitioner (NP)
                  (b)   Certification  as  a  Nurse   Practitioner   Name(s)  of
                        previous employer(s) including:
                        i.    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
                        staff 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        Nurse
                        Practitioner__________________________License   and   NP
                        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
                        acute care nursing setting  (accumulated  part-time work
                        to meet the one (1) year requirement is acceptable).

                        ii.   Specialty  Services:   In  addition  to  he  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.

                        iii.  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.

<PAGE>

California Department of Corrections (CDC) &                           Exhibit A
Telescience International, Inc.                                         ICM04522


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 r-u
            (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
            (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 Contractor,  Contractor's  subcontractor,  or referred registry
            personnel will be paid for the time spent in the  orientation  crass
            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  HCM/CMO or  designee  at
            various  times  during  the term of this  Agreement  to check on the
            quality and quantity of work.


<PAGE>


California Department of Corrections (CDC) &                           Exhibit A
Telescience International, Inc.                                         ICM04522


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


<PAGE>


California Department of Corrections &                                 Exhibit A
Teiescience international, Inc.                        Agreement Number ICM04522


BUDGET DETAIL AND PAYMENT PROVISIONS

1.    Invoicing and Payment

      a.    For services satisfactorily  rendered, and upon receipi 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 part 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  shall be made in  accordance  with and within the
      time specified in Chapter 4.5, Government Code 927 et seq.


<PAGE>


California Department of Corrections
Telescience International, Inc.                                      Exhibit B-1
BID PROPOSAL


                        TEMPORARY/RELIEF NURSING SERVICES

                                 Bid No. 0043223

The bidder hereby  agrees to provide all I bor,  materials,  supplies  licenses,
permits,  ee,uipmerit  and  transportation  necessary  to perform  all  services
required  for the  foregoing  titled  .;pork in  accordance  with this  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,' et 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 slated  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 all bids and before
              award of any contracts.


--------------------------------------------------------------------------------
COMPANY NAME:
        TeleScience International, Inc.
--------------------------------------------------------------------------------
STREET ADDRESS:
        815Q Leesburg Pik          Sufic
CITY, STATE AND ZIP CODE:
        Vienna VA 22182
--------------------------------------------------------------------------------
TELEPHONE NUMEER:                  FAX NUMBER:
        (703) 641-8890 X 133      (703) 641-8949
--------------------------------------------------------------------------------
FEDERAL ID or SOCIAL SECURITY NUMBER:    EMAIL ADDRESS:
        54-1433399                       cwallace@telescience.corn
--------------------------------------------------------------------------------
X STATUS [ ] Individual/Sole Proprietor  [ ] Estate or Trust  [ ] Partnership
         pc ] Corporation (Stale in which incorporated VA___)     Other:
--------------------------------------------------------------------------------
IlJT NAME AND TITLE OF AUTHORIZED REPRESE!JTATI E
Christopher M. Wallace VP Medical Systems Division
--------------------------------------------------------------------------------
IRE OF AUTHORIZED REFF.ESEI;TATIVE:
[GRAPHIC OMMITTED]     C r.T E-
--------------------------------------------------------------------------------
                                                                     24-Auqwt-04


<PAGE>

California Department of Corrections &                               Exhibit B-1
Telescience International, Inc.                                         1CM04522

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 necess,ry 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 shail 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>

California  Department of Corrections &                              Exhibit B-1
Telescience  International,  Inc.  ICfvi04522  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.dos.ca.qov/osbcr.

The CDC must identify all contractors,  subcontractors  and consultants who will
provide  labor or r 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  consultants)  not
currently  certified as a  Small/Micro  business or D1/BE,  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:

o     I am a Small Business Enterprise. My DGS reference number is:
      I am a Microbusiness  Enterprise. My DGS reference number is:
      I am a large business.

NOTE:  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>


California Department of Corrections &                              Exhibit  B-1
Telescience International. Inc.                                         iCM04522


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 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://www.osp.dgs.ca.aov
                            -------------------------

--------------------------------------------------------------------------------
Please  place an "X" in the box next to the bidding  preference  program(s)  for
which you are qualified

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

EZA   O A copy of form 831 must be  submitted  with your bid  proposal to verify
      EZA LAMBRA Cl 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>

California Department of Corrections &
Teiescience International, Inc.                        Agreement Number ICM04522


                                 BID NO. 040228

                                                                     Exhibit 3-2

                               STATE OF CALIFORNIA
                            Department of Corrections
                  TEMPORARY/RELIEF NURSE PRACTITIONER SERVICES
                                  RA I E orii=E


Bidder  shall  provide one bid rate for  all___________________institutions  the
group, however, the bidder is not required to bid on all groups.

Please  Note,  the  asterisk  (`)  Indicates no services are needed at specified
institutions at this time, however rates are required for possible future needs.

Contractor proposes to provide  TemporarylRefief  Nurse Practitioner Services at
the following the follyng rates:

TemDorarv/Relief Nurse PRACTIONER (NP):

[tables to come]


<PAGE>




--------------------------------------------------------------------------------
Contractor may offer a discount on invoices in order for the invoices to be paid
v'rithin thirty (30) days of receipt. Discount offered must be at least one-half
of one percent and a minimum of `5.n0.

Discount   offered  on   invoices   fo  be  paid   within  30  days  of  receipt
=______________________0, 5 zp

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


<PAGE>



California Department of Corrections (CDC) &                           Exhibit D
Telescience International, Inc                         Agreement Number 1CM04522

SPECIAL TERMS AND CONDITIONS


1.    Contract DISPUTES (Supersedes provision number 6, Disputes, of Exhibit C)

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 faiiure 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.

b.    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>


California Department of Corrections (CDC) 8                           Exhibit D
Telescience International, Inc.                      Agreement Number iCIVI04522


CDC SPECIAL TERhti1S AND CONDITIONS


      ____________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,  claim,  or demand is made 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.


<PAGE>


California Department of Corrections (CDC) &                           Exhibit D
Telescience International, Inc.                        Agreement Number ICM04522


CDC SPECIAL TERMS AND CONDITIONS

2.    Right 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 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  statewide/regionalized
Agreement.  The State may exercise its option to cancel the  remaining  years of
this Agreement,  should it be decided that with additional  institutions  and/or
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 contractor or State's premises or equipment are destroyed
by fire or other catastrophe, or so substantially damaged that it is impractical
to continue service,  or in the event the contractor is unable to render service
as a result of any action by any governmental authority.

3.       RESPONSIBILITY HEARING

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.
         Confidentiality  ____~P~r>    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.


<PAGE>


California Department of Corrections (CDC) &                           Exhibit D
Telescience International, inc.                        Agreement Number ICM04522


CDC SPECIAL TERMS AND CONDITIONS


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 Caiifornia Civil Code Sections
1798, et seq., regarding the coiiectien, maintenance, and uisciosure of personal
and confidential information about individuals.

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 Manaqernent 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.

7.    Accountinq Principles

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

8.    Liability for Nonconforminq 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.


<PAGE>

California Department of Corrections (CDC) &                           Exhibit D
Telescience International, Inc.                    Agreen-Pro* `,lumber ICM04522


CDC SPECIAL. TERMS AND CONDIT;L;

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 mechanioal  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.

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.


<PAGE>


California Department of Corrections (CDC) &                           Exhibit D
Telescience International, Inc.                        Agreement Number ICM04522


CDC SPECIAL TERMS AND CONDITIONS

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.

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  permit(s)  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  and  any  resulting   contract  shall  be  subject  to  all
requirements  as set forth in Sections 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 or certification of registration
must be supplied  within five (5) state business 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 et seq., and 87300
et seq.,  Public  Contract Code (PCC)  Sections 10335 et seq. and 10410 et seq.,
California Code of Regulations (CCR),


<PAGE>


California Department of Corrections (CDC) &                           Exhibit D
Telescience International, Inc.                        Agreement Number ICM04522


CDC SPECIAL TERMS AND CONDITIONS

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 performs the same or substantially all the
            same  duties for the CDC that would  otherwise  be  performed  by an
            individual  hording 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 an 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


<PAGE>


California Department of Corrections (CDC) &                           Exhibit D
Telescience International, Inc                         Agreement Number ICM04522


CDC SPECIAL TERMS AND CONDITIONS



            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 poiicymaking  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,
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,
limited partnership, sole proprietorship,  or other person or business entity of
any kind that is wholly or partially  owned or  controlled,  either  directly or
indirectly,   by  the  contractor  or  by  the  contractor's  owners,  officers,
principals, directors and/or shareholders.

The  contractor  shall have a  continuing  duty to  disclose  to the  State,  in
writing,  all  interests  and  activities  that  create an  actual or  potential
conflict of interest in performance of the 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  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 ether than payment for each meeting of the board or commission,
payment for preparatory time and payment for per diem.


<PAGE>


California Department of Corrections (CDC) &                           Exhibit D
Telescience International, Inc.                        Agreement Number ICM04522


CDC SPECIAL TERMS AND CONDITIONS

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 Clearance/Fingerprinting

The State reserves the right to conduct fingerprinting andlor 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 Chanqes

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.

22.   NON Eliqible 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 Pathoqens

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

24.   Tuberculosis (TB) Testinq

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.


<PAGE>


California Department of Corrections (CDC) &                           Exhibit D
Telescience International, Inc.                      Agreement Number ICP,104522


CDC SPECIAL TERMS AND CONDITIONS


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.

      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 shad 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  vehicle  at any time.  Refusal  by
      individuals  to submit to a search of their person,  property,  or vehicle
      may be cause for denial of access to the premises.

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

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)


<PAGE>



California Department of Corrections (CDC) &                           Exhibit D
Telescience International, Inc.                        Agreement Number ICM04522


CDC SPECIAL TERMS AND CONDITIONS

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 illegall 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
      4574

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

      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: OCR, Title 15, Section 3171 (b) (3)

j-    Interviews with SPECIFIC  INiv1ATES 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


<PAGE>


California Department of Corrections (CDC) &                           Exhibit D
Telescience International, Inc.                        Agreement Number lCM04522


CDC SPECIAL TERMS AND CONDITIONS

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 Regulations

      Unless  otherwise  directed by the entrance gate officer  and/or  Contract
      Manager, the contractor,  contractor's  empioyees 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 aii  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.

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 with the operations of the institution.

h.    No picketing is allowed on State property.

28.   GATE CLEARANCE

Contractor and contractor's  employee(s) and/or subcontractor(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


<PAGE>


California Department of Corrections (CDC) &                           Exhibit D
Telescience international, Inc.                        Agreement Number lCM04522


CDC SPECIAL TERMS AND CONDITIONS


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 &                                 Exhibit E
Telescience International, Inc.                      Agreement Number ICfv104522

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 certified DVBEs that will be used
      in  the  performance  of  this  Agreement.

      2.    Small Business and DVBE

      Participation - 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 inmate/patient  medical 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 Insurance
      Portability and  Accountability  Act of 1996 (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 alfegation(s) 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


<PAGE>


California Department of Corrections & Telescience International, Inc.
CDC ADDITICNAL FRO` iSiC S
                                                                       Exhibit E
                                                       Agreement Number ICM04522

      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  records.  Notwithstanding  the foregoing,
      and without  waiving any  obligation of the  eariiractor,  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) 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 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.    Right  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

      el der th ~- --- PC agrees to______pay  travel, -- ----------  -----------
      p------------------------------  --  _-rformanco______________of  serviccc
      described   at   rates   ----------------------   not  to   e-xe-eed-these
      approved-lay-t-he  --Dep. -l-Ad  in__________istration  for nonrepfesented
      ----------  ernplayee(s).  o This  provision  has been  deleted  from this
      section as it does not  pertain to this terms of this  Agreement.
                                  Initial here


<PAGE>


California Department of Corrections &                                 Exhibit E
Telescience International, Inc.                        Agreement Number ICM04522

CDC ADDITIONAL PROVISIONS

      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
            Trade 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  entities/auxiliaries  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


<PAGE>


California Department of Corrections &                                 Exhibit E
Telescience International, Inc.                        Agreement Number ICM04522

CDC ADD{TiO+NAL r Crv"~SiOI~S


      omissions  of  its  subcontractors  and  of  persons  either  directly  or
      indirectly  employed by any of 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 contractor  cannot be and will not either directly or 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,  cashiering,  auditing,  or any
      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>



California Department of Corrections &                                 Exhibit E
Telescience international, Inc.                        Agreement Number ICM04522

CDC ADDITiONAL PROVISIONS

      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 against:

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

            The insurer will not cancel the insured's  coverage  without 30 days
            prior written notice to the State; and

            The  State of  California,  its  officers,  agents,  employees,  and
            servants  are  hereby  named as  additional  insured  but only  with
            respect to work performed for the State of California

      For companies  and/or  businesses,  and individual  providers,  contractor
      hereby  represents  and warrants  that  contractor  is currently and shall
      remain for the duration of this agreement,  at  contractor's  own expense,
      insured against:

      Auto Liability - By signing this Agreement,  the Contractor certifies that
      the Contractor and any employees, subcontractors or servants possess valid
      automobile  coverage in accordance with  California  Vehicle Code Sections
      16450 to 16457,  inclusive.  The State reserves the right to request proof
      at any time.  Coverage  shall be  maintained  throughout  the term of this
      Agreement.  In the event the Contractor or any employee,  subcontractor or
      servant of the Contractor fails to keep the proper  insurance  coverage in
      effect at all times,  the State may, in addition to any other  remedies it
      may have, terminate this Agreement.

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

      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


<PAGE>


California Department of Corrections                                   Exhibit E
& Telescience International, Inc.                      Agreement Number ICM04522

CDC ADDITIONAL PROVISIONS

      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 &                                                                          Exhibit F
Telescience International, Inc.                                               Agereement Number ICM04522

                                   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 &                                                                          Exhibit F
Telescience International, Inc.                                               Agereement Number ICM04522

                               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 &                                                                          Exhibit G
Telescience International, Inc.                                                Agreement Number 1CM04522

                                   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>


State of California &                                                  Exhibit H
TELESCIENCE INTERNATIONAL, INC.                        Agreement Number ICM04522


--------------------------------------------------------------------------------
    -      -      Groups                      --- HIECL-~RC1IY              -- ,
             1 Through 17
--------------------------------------------------------------------------------
          Group l             PBSP               -     = Seventh       = _
--------------------------------------------------------------------------------
          Group 2              CCC                         Sixth
                               UDSP
--------------------------------------------------------------------------------
          Group 3             DVI                          Sevenib
                               MC
                              SCC
--------------------------------------------------------------------------------
          Group 4             CMF      -                 Seventh
                              SoL
--------------------------------------------------------------------------------
         Group                FSP                           -
         Group 5             SAC _                    Above Cutoff Rate
--------------------------------------------------------------------------------
         Grou   6              SQ                     _
                                                          Eleventh
--------------------------------------------------------------------------------
          Group 7              CC<<'F                       Sixth
                              VSP\V
--------------------------------------------------------------------------------
          Group 8            S'~-SP                        Ninth
                              CTF
--------------------------------------------------------------------------------
          Group 9             ASP        -                 Ninth

                                         --     -
                         ----
                             PvSP
--------------------------------------------------------------------------------
         Group 10             =COR-_        -
                                         Sixth
                              CSA
--------------------------------------------------------------------------------
         Group 11              NKSP                        Ninth
                              "S P
--------------------------------------------------------------------------------
         Group 12             CCI                --__   _         --
                                         --=--        ,       - -     --
                                                          Ninth
                              LAC
--------------------------------------------------------------------------------
         Group 13             CMC                         Eighth
--------------------------------------------------------------------------------
         Group 14                                         Eighth
                             C11T
                              CRC
--------------------------------------------------------------------------------
         Group 15             CAL                         Fifth
                              CEN
--------------------------------------------------------------------------------
         Group 16            CUSP                        Seventh
-----------=
                             1SP
                                      -
--------------------------------------------------------------------------------
         Group 17             RID        -   =-_-        Ni~ith=-=----
--------------------------------------------------------------------------------