/State of California Form/
	CONTRACTOR NUMBER         AM NO.
	RJD-99-701             (blank)

	TAXPAYER FEDERAL IDENTIFICATION NUMBER
	95-4255962
STATE OF CALIFORNIA, CALIFORNIA
STANDARD AGREEMENT - APPROVED BY THE ATTORNEY GENERAL
STD. 2 (REV. 5-91)CDC ELECTRONIC (1/94)


THIS AGREEMENT, made and entered into this 1st day of July 1999, in the State
of California, by and between State of California, through its duly elected or
appointed, qualified and acting

TITLE OF OFFICER FOR STATE		AGENCY
WARDEN						RICHARD J. DONOVAN CORRECTIONAL FACILTY
hereafter called the state and

CONTRACTORS NAME
QUANTUM ENVIRONMENTAL SOLUTIONS & TECHNOLOGY, INC., (QCAL, INC)
hereafter called the Contractor

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

The California Department of Corrections (CDC), Joint Venture Program (JVP),
seeks to contract with privately owned businesses to produce goods or
services; and

The "Prison Inmate Labor Initiative of 1990", Proposition 139, authorizes
Adult Offenders (Adult Offenders [AOs] as used in this contract means anyone
under the care, custody and control of CDC.)  to manufacture, repair and
assemble products for sale, or provide services pursuant to the contract with
the public; and

The State's primary purpose of the JVP is to further the State's AO
rehabilitation, provide vocational training under real work settings, develop
job skills and qualify AOs for employment upon release from the institution;
and

The Contractor wishes to participate in a contract with the State and is
willing to provide personnel to train AOs and assist the State in establishing
operations program at the institution indicated which can meet the objectives
for AOs of the State.

The term of this contract is July 1, 1999 through June 30, 2002.

CONTINUED ON 32 SHEETS, EACH BEARING NAME OF CONTRACTOR AND CONTRACT NUMBER
===========================================================================

The provisions on the reverse side hereof constitute a part of this agreement.

IN WITNESS WHEREOF, This agreement has been executed by the parties hereto,
upon the date first above written.

<TABLE>
<CAPTION>

State of California	                        Contractor
--------------------------------------------------------------------------------
<C>	                                    <C>
Agency	                                   CONTRACTOR (if other than an
Richard J. Donovan Correctional Facility 	individual, state whether a
                                         	corporation, parthership, etc.,)
                                         	QUANTUM ENVIRONMENTAL SOLUTIONS
                                         	& TECHNOLOGY, INC.
--------------------------------------------------------------------------------
By (Authorized Signature)                	By (Authorized Signature)
/S/ John Ratelle	                         /S/ Ehrenfried Liebich
--------------------------------------------------------------------------------
PRINTED NAME OF PERSON SIGNING            	PRINTED NAME OF PERSON SIGNING
JOHN RATELLE	                              EHRENFRIED LIEBICH, PRESIDENT
--------------------------------------------------------------------------------
TITLE	                                     ADDRESS
WARDEN	                                    14771 Myford Road, Building B
                                          	Tustin, CA 92780 (714) 508-1478
--------------------------------------------------------------------------------
</TABLE>

STATE OF CALIFORNIA AND
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

Contractor agrees to enter into a cooperative venture with CDC, Richard
J. Donovan Correctional Facility, to manufacture, repair and assemble
products  for sale at the institution utilizing and hiring the services
of AOs of CDC in accordance with the Scope of Services and the General
Terms and Conditions stated in this contract.

The following are attached hereto and incorporated by reference into this
contract:

Attachment A - Scope of Services
Attachment B - General Terms and Conditions
Exhibit I - Inmate-Employee Work Agreement
Exhibit 2 - Specifications of Inmate Appeal Procedures
Exhibit 3 - Disputes (Departmental Operations Manual - Contracts 22040)

The existing warehouse, approximately 10,000 square feet, is leased to the
Contractor pursuant to Lease #L-1775 at the institution for the purpose of
implementing this program, is hereafter called Premises.









	2



STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

	SCOPE OF SERVICES

1.	GENERAL

	A	Term and Renewal

The term of this contract shall commence on July 1, 1999 and terminate no
later than June 30, 2002. This contract may be renewed in writing by mutual
consent of both parties, and approved by the Department of General Services.

	B.	Training of Contractor Employees (non-AOs)

Selected Contractor employees shall receive a minimum of five (5) days
training at and by the institution training staff. Training shall consist of
those items necessary for employees to operate the industry within the
institution in a consistent, secure and effective manner. Instructions shall
include the policies and procedures of the institution. Ongoing training shall
be provided and shall be scheduled as directed by the Warden.

	C.	Voluntary Work Agreement

This is a voluntary activity by AOs. If they choose to participate they will
be required to sign an Inmate-Employee Work Agreement (Exhibit 1), authorizing
the disbursement of their wages, i.e., room 	and board, restitution, savings
account, and family support.

	D.	Hours of employment

Inmates will be paid only for actual hours worked or in training (hours to be
negotiated). Inmates will work or be in training at least seven hours per day.
AOs need not be paid for training if their work does not contribute directly
to the production of goods or services for sale.



	3
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)


	V.	Custody Costs

During normal working hours, custody costs are the responsibility of the
institution. Under normal situations, if custody is available or budgeted for
the area that the joint Venture is located, no cost will be billed to the
Contractor. This includes overtime, weekend and holidays worked by AOs,
provided the area is normally staffed.

If the Contractor requires custody staff during nine periods not normally
covered by institutional custody staff, the Contractor may be charged for this
custody cost at the discretion of the Warden.

	VI.	Work Schedule

Normal working hours of the AOs of the Contractor will be Monday through
Friday, two shifts from 6:00 a.m. to 2:00 p.m. and 2:00 p.m. to 10:00 p.m.
Any changes to these working hours must be approved by the Warden.

The State agrees to allow Contractor to work any weekend or holiday necessary
with 72 hours prior notice given by the Contractor.

	Regular State Holidays:	January - 1st, and third Monday
						February - 12th and third Monday
						May - the last Monday
						July - 4th
						September - the first Monday
						October - the second Monday
						November - 11th, fourth Thursday and Friday
						December - 25th

When a holiday falls on a Sunday, the following Monday is observed as a
holiday

Contractor will pick up and deliver AOs to and from work.

	4
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)


		VII.	Shipment Verification

Upon request, Contractor shall provide shipping document(s) to the State. Such
documents shall indicate the description and quantity of items being shipped
from the institution. Contractor shall abide by reasonable shipping provisions
as mutually agreed to by the Warden and the Contractor.  Institution will
provide officer supervision for loading to process shipment in the most
expeditious manner.

	II	CONTRACTOR RESPONSIBILITIES

		A.	Program Operation

Contractor agrees to establish and operate an industry of crumb rubber and
rubber products manufacturing.

		B.	Employer

Contractor shall be considered the employer of all AOs employed in the program
at the Premises, for all purposes under the laws of the State of California.

		C.	Contractor's Policies

Contractor shall provide the institution with a copy of all policies and
procedures that relate to qualified and employed AOs.

		D.	Bond

Contractor will provide CDC with a guarantee of payment of all obligations to
CDC, including projected AO wages and any payments due for rent and utilities
in the amount of $10,000. Such guarantee will take the form of a certificate
of deposit, issued by a federally insured bank or savings and loan authorized
to do business in the State of California, payable to CDC for the appropriate
amount.  Such certificate must state that it is automatically renewable.


	5
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

	V.	Materials, Supplies, and Equipment

Contractor shall provide all raw materials, machinery aid equipment necessary
in the manufacturing of goods.   Supplies and equipment provided by the
Contractor shall remain and be at all times the property of the Contractor.

Contractor shall be responsible for its own equipment and raw material
inventory.

	VI.	Time Keeping

Contractor will provide a time clock. Contractor shall complete and safeguard
AO Work Incentive time keeping documentation according to CDC requirements.

	VII.	Wages of AOs

Contractor will pay AOs wages in accordance with Employment Development
Department (EDD) guidelines as developed for this contract.

Contractor shall be responsible for all payroll functions and all tax and
other legal deductions. Wage payments shall be made not less often than
semimonthly in the name of California Department of Corrections for (inmate
name and CDC         Number), and delivered according to instructions provided
by CDC.    CDC will cause the appropriate portions of the wages of each AO to
be distributed according to the requirements of JVP law and regulation.

	VIII.	Employee Benefits

Contractor shall be responsible for making employer contributions to Social
Security, California State Unemployment, and appropriate State and Federal
taxes. Disability Insurance (DI) is not deducted from AOs pay checks.  The
Contractor is not required to pay Federal Unemployment Tax Act (FUTA) tax.


	6
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

	IX.	Work Force

Contractor shall provide a non-inmate supervisor for the first 20 or fewer AOs
employed. If the number of AOs exceeds 20, Contractor will provide additional
non-inmate supervisors at a ratio of not less than one supervisor to 20 AOs.

Contractor shall employ a minimum of seven (7) full-time AO employees who have
successfully completed training. Failure to comply with this section may
result in the termination of this contract. This number may increase as
business marketing dictates.  Contractor plans to expand up to 40 full-time
AOs, which shall be provided by State.

	II	Displacement

The Contractor agrees not to displace its non-inmate employees with inmate
employees and that the Contractor's business will not result in the
displacement of non-inmate workers performing the same work.

	II	Security Procedures

Contractor shall abide by all necessary security procedures as determined by
the Warden of the institution.  When the Warden deems it necessary for
security of the institution and the safety of the AOs and staff, he/she may
order a complete lock down of the institution which may cause the industry to
cease operations.  The Warden shall determine whether all or some AOs can
continue to remain on the job for an extended amount of time during such a
lock down and to facilitate return to work as soon as possible after the lock
down ends.

Contractor shall be allowed with the consent of the Warden to have company
employees (non-AOs) on the Premises during the lock down.

Contractor understands that institution security procedures are a matter of
public and institution safety and take precedence over contractor's business
operations.      Institution security procedures may change frequently. The
State shall not be liable to contractor for any increased costs or damages or
business disruption costs caused by any such security procedures.



	7
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)


	II	Safety Rules

State and Contractor shall ensure compliance with all federal, state and local
health and safety laws and regulations. Periodic inspection by governmental
agencies shall be conducted.  Contractor will institute and adhere to all
safety programs as required by the State.

III.    STATE RESPONSIBILITIES

	A.	Coordinator

The Warden or his/her designee is appointed as Program Coordinator during the
term of this contract.

	B.	Evaluation

An evaluation of the Contractor's performance will be prepared by the Program
Coordinator in accordance with Federal certification guidelines within 30 days
after completion of the contract.

	C.	Maintenance

State shall maintain Premises in reasonable functional condition during the
term of this Contract. Janitorial services will be provided by the Contractor.

	D.	Utilities

State shall provide the use of gas, electricity and water for the Contractor
per Lease Agreement #L-1775. Contractor shall reimburse CDC the rate which
will be equal to that paid by the State as provided in Lease #L-1775.

	E.	Providing Names of Eligible Adult Offenders

State shall provide the Contractor with a list of AOs who have met the pre-
determined minimum qualifications as defined by the Contractor and the State.


	8
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

IV	MUTUAL RESPONSIBILITIES

	A.	Selection of AOs

Selection of AOs for this program shall be a joint responsibility of the State
and Contractor.  Final decision on employment of AOs shall remain with the
Contractor. It is understood that selection of AOs into the program is a
privilege, not a right.

	B.	Discipline

Discipline of the AOs is the responsibility of State. Contractor personnel
shall report through established channels all acts of AOs contrary to law,
regulations or Contractor rules, and assist State staff in determining
disciplinary action.    Furthermore, Contractor personnel shall cooperate with
State personnel in control of AOs in emergency situations only when under the
direct supervision and guidance of custody staff.

	C.	Job Description

Contractor with the Program Coordinator and the Institutional Classification
Committee shall draft minimum job requirements, minimum selection criteria,
and job descriptions.

	D.	Hiring Process

The Program Coordinator or designee shall review all applications.

The Program Coordinator or designee shall forward a list of approved AO
applicants to the Contractor who shall conduct interviews with those AOs
applying for the positions.

An ongoing eligibility list shall be updated routinely and shall be provided
by the Inmate Assignment Lieutenant.



	8
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

	E.	Adult Offender Performance

All AOs assigned and employed by the Contractor are expected to produce a
normal day's work. In the event an AO malingers, refuses to work, loiters on
the job or fails to accomplish a satisfactory daily output of work, or other
unacceptable conduct, and continues to do so after a reasonable and realistic
cooperative effort by both contracting parties to salvage the AO for this
program through counseling or minor disciplinary procedures to produce proper
work habits, the AO shall be dismissed from employment by Contractor and/or
State.

If an AO's behavior becomes disruptive to daily operation, AO will no longer
be eligible to participate in this program. This decision can be made by
Contractor.



	11
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

GENERAL TERMS AND CONDITIONS

1.	Approval

This contract is of no effect unless and until approved by the State of
California, Department of General Services, or under its authority by the
Department of Corrections.

2.	Conflict of Interest

An organization will not be awarded a contract if financial interests are held
by a current officer or employee of the State. Additionally, a contract will
not be awarded to an officer or employee of the State as an independent
contractor to provide goods and services. Likewise, the contracting agency
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 official channels; and

	E.	Affecting adversely the confidence of the public or local officials
in the integrity of the program.

Former State employees will not be awarded a contract for two years from the
date of separation if that employee had any part of the decision making
process relevant to the contract, or for one year from the date of separation
if that employee was in a policy-making position in the same general subject
area as the proposed contract within the 12-month period prior to his/her
separation from State service.


	11
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)


3 .	National Labor Relations Board Certification

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

4.	Amendments

Any modification to this Agreement must be in writing, signed by both parties,
and approved in accordance with the laws of the State of California. An
amendment shall not be effective until approved by the Department of General
Services.

5.	Governing Laws

This contract shall be governed by and executed in accordance with the laws of
the State of California.

6.	Subrogation Waived

To the extent authorized by any fire and extended coverage insurance policy
issued to Contractor for the Premises, Contractor hereby waives the
subrogation rights of the insurer and releases the State from liability for
any loss or damage covered by insurance.

7.	Statement of Compliance

Contractor by signing this contract does swear under penalty of perjury under
the laws of the State of California that the Contractor has, unless exempted,
complied with the nondiscrimination program requirements of Government Code
Section 12990 (a-f) and Title 2, California Code of Regulations, Section 8103

	12
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)


8.	Hold Harmless

This provision supersedes Paragraph I on the back of the Standard Agreement
(Std. 2).

The Contractor agrees to indemnify, defend and hold harmless the State, its
officers, agents and employees from any and all claims and losses occurring or
resulting to any other persons, firm or corporation furnishing or supplying
work, services, materials or supplies in connection with the performance to
this contract, and from any and all claims and losses occurring or resulting
to any person, firm or corporation who may be injured or damaged by the
Contractor in the performance of this contract, unless such liability arises
out of the sole negligence, recklessness, intentional or willful acts or
misconduct of the State, its officials, employees, or agents.

9.	Liability and Claims for Damages

This contract is made upon the express condition that the State is to be free
from liability and claims for damages by reason of any injury to any person or
persons or property of any kind whatsoever while in, upon, or in any way
connected  with the Premises during the term of this contract and occupancy
hereunder, unless such liability arises out of the sole negligence,
recklessness, intentional or willful acts or misconduct of the State, its
officials, employees, or agents.  Contractor agrees to defend, indemnify, and
save harmless the State from all liability, loss, cost or obligation on
account of or arising out of any such injury or loss.

10.	Licenses and Permits

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


	13
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

In the event any license(s) and/or permit(s) expire at any time during the
term of this contract, Contractor agrees to provide CDC a copy of the renewed
license(s) and/or permit(s) within 30 days following the expiration date. In
the event 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 contract upon occurrence of such event.

11.	Insurance

Contractor shall provide to the State a Certificate of Insurance (COI) for
commercial general liability.

The COI must state that there is commercial general liability insurance
presently in effect for the Contractor of not less than $1,000,000 per
occurrence for bodily injury and property damage liability combined and Fire
Legal Liability of at least $500,000.

The certificate of insurance must include the following provisions stating
that:

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

b.	The State of California, its officers, agents, and employees are included
as additional insureds, but only insofar as the operations under this contract
are concerned.

Contractor agrees that the insurance herein provided for shall be in effect at
all times during the term of this contract.  In the event said insurance
coverage expires at any time or times during the time of this contract,
Contractor agrees to provide at least 30 days prior to said expiration date, a
new certificate of insurance evidencing insurance coverage as provided for
herein for not less than the remainder of the term of the contract, or for a
period of not less than one year. New certificates of insurance are subject to
the approval of the Department of General Services and Contractor agrees that
no work or services shall be performed prior to such approval. In the event
the Contractor fails to keep in effect at all times insurance coverage as
herein provided, State may, in addition to any other remedies terminate this
contract.


	14

<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

12.	Workers' Compensation

CDC will provide workers' compensation coverage for inmates employed in the
JVP.  Inmate-employees shall be covered under existing State of California
Labor Code provisions in accordance with the CDC's Inmate Workers Compensation
Program. In return, the Contractor agrees to pay a fee equal to 75 percent of
the published rate for the classification of similar private employers as
outlined in the California Workers Compensation Insurance Manual. The
published rate for class code #4410 is $9.19. Therefore, the Contractor shall
be responsible to pay $6.89. Fees shall be paid directly to CDC on a quarterly
basis in arrears for coverage under these terms.

This workers' compensation coverage extends only to CDC's inmates employed by
Contractor. The State is to be free from liability for injuries to inmates
that arise out of or are in any way connected with negligence, recklessness,
or intentional or willful acts or misconduct of the Contractor, its officials,
employees, agents, or servants.

By signing this contract, the Contractor hereby warrants that it carries
Workers' Compensation Insurance for all of its employees who will be engaged
in the performance of this contract.

Notwithstanding paragraph 4 of Attachment B of this contract, the CDC may
revoke or revise this section in whole or in part upon 90 days written notice
to the Contractor.

13.	Nondiscrimination Clause (Std. 17A)

During the performance of this contract, Contractor and its subcontractors
shall not unlawfully discriminate, harass or allow harassment, against any
employee or applicant for employment because of sex, race, color, ancestry,
religious creed, national origin, physical disability (including HIV and
AIDS), mental disability, medical condition (cancer), age (over 40), marital
status, and denial of family care leave. Contractors and subcontractors shall
insure that the evaluation and treatment of their employees and applicants for
employment are free of such discrimination and harassment. Contractors and
subcontractors shall comply with the provisions of the Fair Employment and
Housing Act (Government Code, Section 12900, et seq.) and the applicable


	15
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)


regulations promulgated thereunder (California Code of Regulations, Title 2,
Section 7285.0, et. seq.). The applicable regulations of the Fair Employment
and Housing Commission implementing Government  Code Section 12990 (a-f), set
forth in Chapter 5 of Division 4 of Title 2 of the California Code of
Regulations are incorporated into this contract by reference and made a part
hereof as if set forth in full, Contractor and its subcontractors shall give
written notice of their obligations under this clause to labor organizations
with which they have a collective bargaining or other agreement.

This Contract shall include the nondiscrimination and compliance provisions of
this clause in all subcontracts to perform work under the contact.

14.	Right of Entry

During the term of  this contract, there shall be and is hereby expressly
reserved to State and to any of its agencies, contractors, agents, employees,
representatives or licensees, the rights at any and all times to temporarily
enter upon the Premises for survey or other lawful State purposes.  The state
requires a three-day notice, whenever possible, to secure gate clearances for
Contractor's vendors.

One set of keys to the work area will be five to the Warden or his designee.
The keys will only be used with the approval of the Warden or his designee.

15.	Right to Terminate

Each party reserves the right to terminate this contract subject to 30 days
written notice of termination.

If a new institution is constructed during this contract, requiring the use of
the Premises,  this Standard Agreement will terminate by giving the Contractor
written notice 90 days prior to termination.

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

	16
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

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

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

16.	Inmate Appeal

Contractor agrees to carry out the principles of CDC's approved Inmate Appeal
Procedures (See Exhibit 2) as required by law pursuant to Title 15, California
Code of Regulations, Section 3084.1(a), wherein an AO may appeal the substance
or application of any written or unwritten policy of CDC or of the Contractor
to which the AO is assigned, or appeal any behavior or action directed toward
the AO by the staff of either the State, Contractor or another AO.

17.	Loss of Property

All personal property, inventory, equipment, improvements and/or fixtures or
other property of any kind or description whatsoever, installed or brought
into the area by the Contractor or the Contractor's employees or agents, shall
be at the Contractor's or the Contractor's employees' or agents' sole risk and
neither the State nor any employees nor agents thereof shall be liable for any
damage done to or loss of such personal property or for damage or loss
suffered by an individual, the business or occupation of the Contractor
arising from any acts or occurrence whatsoever including, but not limited to,
fire, malicious mischief, theft, and water damage, except where the damage or
loss due to the sole negligence of the State or an employee or agent thereof.
If the State is held liable, loss or damage shall be limited to the
replacement costs, or the repair cost of damaged or destroyed property,
whichever is less. Consequential or punitive damages shall not be recoverable.


	17
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

18.	Resolution of Disputes

The parties hereto mutually agree that the resolution of any claims or
disputes arising under this contract shall be resolved pursuant to the
provisions of the Department of Corrections' Operations Manual (DOM) Section
22040.16 (Exhibit 3).

19.	Drug-Free Workplace Certification

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

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

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

		1.	The dangers of drug abuse in the workplace;

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

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

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

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

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


	18
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

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

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

20.	Background Checks

	The State reserves the right to conduct a background check on the
Contractor and/or the Contractor's personnel as the State deems necessary
prior to award or during the term of the contract.  The State further reserves
the right to take all appropriate measures to preserve institutional security
including but not limited to exclusion of personnel or termination of the
contract.

21.	Fingerprinting

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

22.	Digest of Laws

	For information and guidance of persons visiting or working with or
around prison inmates of the Department of Corrections, the following is a
digest of laws and rules related to association with inmates.

	a.	A warning sign is posted at the entrance to all public and business
roadways onto the grounds of institutions, camps and other department
facilities where inmates or parolees are housed indicating that by entering
these grounds you consent to the search of your person, property, or vehicle.

		Reference:	California Code of Regulations (CCR) Title 15
Division (Div.) 3 Sections 3173 and 3288.

<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)


	b.	It is a crime to enter institution property for unauthorized
		purposes. It is also a crime to refuse to leave when requested to do
		so by an official.

		Reference:     Penal Code (PC) Section 602; CCR Title 15 Div. 3
		Section 3 289.


	c.	Abetting or assisting inmates to escape is a crime. It is also a
		crime to bring firearms, deadly weapons, explosives, or tear gas on
		facility grounds.   It is a crime to give inmates firearms, weapons,
		explosives, alcoholic beverages, narcotics, including cocaine or
		marijuana, or any other drug.

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

	d.	It is a crime to give or take letters from inmates without the
		authorization of the Warden.

		Reference:     PC Section 4570; CCR Title 15 Div. 3 Section 3 401.

	e.	Giving gifts or presents to inmates is not permitted.

		Reference:     PC Section 2541; CCR Title 15 Div. 3 Sections 3010
		and 3 399.

	f.	Receiving gifts from inmates is not permitted.

		Reference:     PC Sections 2540 and 2541; CCR Title 15 Div. 3
		Sections 3010, 3399 and 3424.

	g.	It is a crime to falsify one's identity to gain admission to a
		facility. It is a crime for a person previously convicted of a
		felony in this state to enter the grounds of a facility without
		permission of the official in charge.

		Reference:     PC Sections 4570.5 and 4571; CCR Title 15 Div. 3
		Section 3 173.

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<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

	h.	Refusal of visitors to submit to search and inspection of their
		person and property, and/or vehicles brought onto institution
		grounds may be cause for denial of visit.

		Reference: PC Sections 2601, 5054, and 5058; CCR Title 15 Div. 3
Sections 3173 and 3177.

	i.	Persons normally permitted to enter a departmental facility or
institution may be barred for cause by the Director, Warden, Superintendent,
or Regional Administrator.

		Reference: PC Sections 5054 and 5058; CCR Title 15 Div. 3
SectionN3176.

	j.	Persons who are not departmental employees but are assigned to or
engaged in work in any departmental facility shall observe all rules,
regulations, and laws governing the conduct of employees. Failure to comply
may lead to expulsion.

		Reference: PC Sections 5054 and 5058; CCR Title 15 Div. 3 Sections
3285 and 3415.

	k.	In the event of an emergency situation that affects a significant
portion of the inmate population at an institution, the visiting program and
other program activities may be suspended during the period of emergency.

		Reference:   PC Section 2 60 1; CCR Title 1 5 Div. 3 Section 3 3 8
3.

	l.	Employees shall not permit the taking of hostages by inmates or
others in an attempt to escape, or otherwise interfere with orderly
institution operations. Hostages will not be recognized for bargaining
purposes. All inmates, visitors, and staff will be informed of this
regulation.

		Reference:   PC Sections 5054 and 5058; CCR Title 15 Div. 3 Section
3 3 04.

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<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

	m.	It is a crime for a person to make verbal or written statements
concerning a discharged inmate to procure or deprive the inmate of employment
or for the purpose of extortion.

	Reference:     PC Section 2947.

23.	Corporate Status Verification

	Contractor, if a corporation, does certify under penalty of perjury that
tile corporation is currently in good standing with the Office of the
Secretary of State and is qualified to do business in the State of California.
The Contractor will maintain both requirements throughout the contract period
and failure to do so constitutes a breach.

24.	Disclosure and No Liability

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

25.	Independent Contractor

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

26.	Tuberculosis Testing

	Prior to performance of contracted duties, Contractor 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 tuberculosis (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.

	22
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

	Contractors and their employees shall be required to furnish to the
institution, at no cost to CDC, a CDC 7336 Employee Initial/Annual
Tuberculosis (TB) Skin Test and CDC 7354 Infectious Free Certification prior
to assuming their contracted duties and annually thereafter, showing that the
Contractor and their employees have been found free of TB in an infectious
stage. If an employee does not complete the test or is not found free from TB
in an infectious stage, Contractor will immediately notify the Warden and that
employee may be excluded from the institution. The CDC 7336 and CDC 7354 will
be provided by the institution upon Contractor's request.

27.	Audits

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

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

28.	Minimum Wage

	Contractor agrees to pay its employee's wages not less than current
California minimum wage.

29.	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.


	23
<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)

30.	Disability Placement

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

31.	Confidentiality of Data

All financial, statistical, personal, technical and other data and information
relating to State's operation, which are designated confidential by the State
and made available to carry out this contract, or which become available to
the Contractor in order to carry out this contract, shall be protected by the
Contractor from unauthorized use and disclosure.
If the methods and Procedures employed by the Contractor for the protection of
the Contractor's data and information are deemed by the State to be adequate
for the protection of the State's confidential information, such method and
procedures may be used with the written consent of the State. The Contractor
shall not be required under the provisions of this paragraph to keep
confidential any data already rightfully in the Contractor's possession that
is independently developed by the Contractor outside the scope of the contract
or is rightfully obtained from third parties.

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

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

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<PAGE>
STATE OF CALIFORNIA AND	Attachment A
Quantum Environmental Solutions	Contract Number RJD 99-701
and Technology, Inc. (QCal, Inc.)


32.	Reportable Payment Identification and Classification Requirements

Contractor shall comply with State and Federal Reportable Payment
Identification and Classification Requirements by fully completing the "Vendor
Data Record".

33.	Notification of Personnel Changes

Contractor must notify the State, in writing, of any changes of those
personnel allowed access to State premises for the purpose of providing
services outlined here.

34.	Year 2000 Compliance

The Contractor warrants and represents that the goods or services sold,
leased, or licensed to the State of California, its agencies, or its political
subdivisions, pursuant to this contract are "Year 2000 compliant." For
purposes of this contract a good or service is Year 2000 compliant if it will
continue to fully function before, at, and after the Year 2000 without
interruption and, if applicable, with full ability to calculate, manipulate,
and otherwise utilize date information. This warranty and representation
supersedes all warranty disclaimers and limitations and all limitations on
liability provided by or through the Contractor.

35.	Bloodborne Pathogens

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

36.	Child Support Compliance Act

The contractor acknowledges in accordance with Public Contract Code Section
7110, that:  (a) the contractor recognizes the importance of child and family
support obligations and shall fully comply with all applicable state and
federal laws relating to child and family support enforcement, including, but
not limited to disclosure of information and compliance with earnings
assignment orders, as provided in Chapter 8 (commencing with Section 5200 of
Part 5 of Division 9 of the Family Code); and (b) the contractor, to the best
of its knowledge is fully complying with the earnings assignment orders of all
employees and is providing the names of all new employees to the New Hire
Registry maintained by the California Employment Development Department.

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