EXHIBIT 10.2


                       Addendum to Consulting Agreement


      This Addendum ("ADDENDUM") is made this 15th day of February, 2001,  to
 the Consulting Agreement ("AGREEMENT")  between Daniel Smith  ("CONSULTANT")
 and Tessa  Complete Health  Care, Inc.  ("TESSA")  dated January  23,  2001,
 hereinafter collectively referred to as the PARTIES.

      Whereas the PARTIES desire to make  this ADDENDUM to the AGREEMENT  and
 hereby agree to the terms of this ADDENDUM as follows:

      1.   Additional Compensation of  Consultant - In  consideration of  the
      performance of additional consulting and advisory services relating  to
      the restructuring  and reorganization  of TESSA,  CONSULTANT is  hereby
      granted the right to  purchase from TESSA shares  of common stock at  a
      price per share of $   .04. . The maximum  amount of common stock  that
      CONSULTANT may purchase under this ADDENDUM shall be 12,500,000 shares.

      2.   Restricted Securities - CONSULTANT understands that the shares  of
      common  stock  to  be  issued  pursuant  to  Paragraph  1  herein   are
      characterized as "restricted  securities" under the  Securities Act  of
      1933.  Consequently the transferability and resale of the common  stock
      will  be  limited.     Consultant  understands  that  any   certificate
      evidencing the shares of common stock to be issued hereunder will  bear
      a legend in substantially the following form:

           THE  SHARES  REPRESENTED  BY   THIS  CERTIFICATE  HAVE  NOT   BEEN
           REGISTERED UNDER THE SECURITIES ACT OF 1933.  THE SHARES HAVE BEEN
           ACQUIRED WITHOUT A VIEW  TO DISTRIBUTION AND  MAY NOT BE  OFFERED,
           SOLD, TRANSFERRED, PLEDGED  OR HYPOTHECATED IN  THE ABSENCE OF  AN
           EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT  AND
           UNDER ANY APPLICABLE  SECURITIES LAWS,  OR AN  OPINION OF  COUNSEL
           ACCEPTABLE TO  THE  CORPORATION  THAT  SUCH  REGISTRATION  IS  NOT
           REQUIRED AS TO SUCH SALE OR OFFER.

      3.   S-8 Registration Statement - TESSA shall take all corporate action
      necessary to reserve for issuance a sufficient number of shares of  its
      common stock  for  delivery  to  CONSULTANT  pursuant  to  Paragraph  1
      hereunder.  Immediately  upon execution of  this ADDENDUM, TESSA  shall
      file a registration statement on Form S-8 (or any successor forms) with
      respect to no  less than 12,500,000  shares of TESSA  common stock  and
      shall  use   its  reasonable   commercial  efforts   to  maintain   the
      effectiveness of such registration statement or registration statements
      for so long  as any  shares of common  stock are  earned by  consultant
      hereunder.

           IN WITNESS WHEREOF, the parties have executed this ADDENDUM on the
      day and year first above written.




      TESSA COMPLETE HEALTH CARE, INC.   CONSULTANT



      s/s Robert C. Flippin                        s/s Daniel Smith
      ---------------------                        ----------------
      By: Robert C. Flippin                        Daniel Smith

      Title: President & Chief Executive Officer