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Escrow Agreement - MEDICAL STAFFING SOLUTIONS INC - 4-9-2004 - DOC

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Escrow Agreement - MEDICAL STAFFING SOLUTIONS INC - 4-9-2004 - DOC Powered By Docstoc
					EXHIBIT 10.10

                                         ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of March 11, 2004,
MEDICAL STAFFING SOLUTIONS, INC., a Nevada corporation (the "COMPANY"); the Buyer(s) listed
on the Securities Purchase Agreement, dated the date hereof (the "INVESTOR(S)"), and BUTLER
GONZALEZ, LLP, as Escrow Agent hereunder (the "ESCROW Agent").

                                              BACKGROUND

WHEREAS, the Company and the Investor(s) have entered into a Securities Purchase Agreement (the
"SECURITIES PURCHASE AGREEMENT"), dated as of the date hereof, pursuant to which the Company
proposes to sell secured convertible debentures (the "CONVERTIBLE DEBENTURES") which shall be
convertible into the Company's Common Stock, par value $0.001 per share (the "COMMON STOCK"), at a
price per share equal to the Purchase Price, as that term is defined in the Securities Purchase Agreement. The
Securities Purchase Agreement provides that the Investor(s) shall deposit the purchase amount in a segregated
escrow account to be held by Escrow Agent in order to effectuate a disbursement to the Company at a closing to
be held as set forth in the Securities Purchase Agreement (the "CLOSING").

WHEREAS, the Company intends to sell Convertible Securities (the "OFFERING").

WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds deposited with it in accordance
with the terms of this Agreement.

WHEREAS, in order to establish the escrow of funds and to effect the provisions of the Securities Purchase
Agreement, the parties hereto have entered into this Agreement.

NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as follows:

1. DEFINITIONS. The following terms shall have the following meanings when used herein:

a. "ESCROW FUNDS" shall mean the funds deposited with Escrow Agent pursuant to this Agreement.

b. "JOINT WRITTEN DIRECTION" shall mean a written direction executed by the Investor(s) and the
Company directing Escrow Agent to disburse all or a portion of the Escrow Funds or to take or refrain from
taking any action pursuant to this Agreement.

c. "ESCROW PERIOD" shall begin with the commencement of the Offering and shall terminate upon the earlier
to occur of the following dates:

(i) The date upon which Escrow Agent confirms that it has received in the Escrow Account all of the proceeds of
the sale of the Convertible Debentures;
(ii) The expiration of twenty (20) days from the date of commencement of the Offering (unless extended by
mutual written agreement between the Company and the Investor(s) with a copy of such extension to Escrow
Agent); or

(iii) The date upon which a determination is made by the Company and the Investor(s) to terminate the Offering
prior to the sale of all the Convertible Debentures.

During the Escrow Period, the Company and the Investor(s) are aware that they are not entitled to any funds
received into escrow and no amounts deposited in the Escrow Account shall become the property of the
Company or the Investor(s) or any other entity, or be subject to the debts of the Company or the Investor(s) or
any other entity.

2. APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT. The Investor(s) and the Company
hereby appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow Agent hereby accepts such
appointment and, upon receipt by wire transfer of the Escrow Funds in accordance with Section 3 below, agrees
to hold, invest and disburse the Escrow Funds in accordance with this Agreement.

a. The Company hereby acknowledges that the Escrow Agent is counsel to the Investor(s) in connection with the
transactions contemplated and referred herein. The Company agrees that in the event of any dispute arising in
connection with this Escrow Agreement or otherwise in connection with any transaction or agreement
contemplated and referred herein, the Escrow Agent shall be permitted to continue to represent the Investor(s)
and the Company will not seek to disqualify such counsel.

3. CREATION OF ESCROW FUNDS. On or prior to the date of the commencement of the Offering, the
parties shall establish an escrow account with the Escrow Agent, which escrow account shall be entitled as
follows: Medical Staffing Solutions, Inc./Cornell Capital Partners, LP Escrow Account for the deposit of the
Escrow Funds. The Investor(s) will instruct subscribers to wire funds to the account of the Escrow Agent as
follows:

          BANK:                                     Wachovia, N.A. of New Jersey
          ROUTING   #:                              031201467
          ACCOUNT   #:                              2020000659170
          NAME ON   ACCOUNT:                        Butler Gonzalez LLP as Escrow Agent
          NAME ON   SUB-ACCOUNT:                    Medical Staffing Solutions, Inc./
                                                    Cornell Capital Partners, LP Escrow account




4. DEPOSITS INTO THE ESCROW ACCOUNT. The Investor(s) agrees that they shall promptly deliver
funds for the payment of the Convertible Debentures to Escrow Agent for deposit in the Escrow Account.

                                                        2
5. DISBURSEMENTS FROM THE ESCROW ACCOUNT.

a. The Escrow Agent will continue to hold such funds until Cornell Capital Partners, LP on behalf of the Investor
(s) and Company execute a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds
pursuant to Joint Written Direction signed by the Company and the Investor(s). In disbursing such funds, Escrow
Agent is authorized to rely upon such Joint Written Direction from the Company and the Investor(s) and may
accept any signatory from the Company listed on the signature page to this Agreement and any signature from the
Investor(s) that the Escrow Agent already has on file.

b. In the event Escrow Agent does not receive the amount of the Escrow Funds from the Investor(s), Escrow
Agent shall notify the Company and the Investor(s). Upon receipt of payment instructions from the Company,
Escrow Agent shall refund to each subscriber without interest the amount received from each Investor(s), without
deduction, penalty, or expense to the subscriber. The purchase money returned to each subscriber shall be free
and clear of any and all claims of the Company, the Investor(s) or any of their creditors.

c. In the event Escrow Agent does receive the amount of the Escrow Funds prior to expiration of the Escrow
Period, in no event will the Escrow Funds be released to the Company until such amount is received by Escrow
Agent in collected funds. For purposes of this Agreement, the term "collected funds" shall mean all funds received
by Escrow Agent which have cleared normal banking channels and are in the form of cash.

6. COLLECTION PROCEDURE. Escrow Agent is hereby authorized to deposit the proceeds of each wire in
the Escrow Account.

7. SUSPENSION OF PERFORMANCE: DISBURSEMENT INTO COURT. If at any time, there shall exist
any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the
Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to
determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or
Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty
(30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a
successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of
the following actions:

a. suspend the performance of any of its obligations (including without limitation any disbursement obligations)
under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow
Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow
Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or

b. petition (by means of an interpleader action or any other appropriate method) any court of competent
jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty,
and to the extent required by law, pay into such court, for holding and disposition in accordance with the
instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent
of all fees

                                                         3
and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by
Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder.

c. Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such
suspension of performance or disbursement into court, specifically including any liability or claimed liability that
may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the
Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

8. INVESTMENT OF ESCROW FUNDS. Escrow Agent shall deposit the Escrow Funds in a non-interest
bearing account.

If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made,
Escrow Agent shall maintain the Escrow Funds, or such portion thereof, as to which no Joint Written Direction
has been received, in a non-interest bearing account.

9. RESIGNATION AND REMOVAL OF ESCROW AGENT. Escrow Agent may resign from the
performance of its duties hereunder at any time by giving thirty (30) days' prior written notice to the parties or
may be removed, with or without cause, by the parties, acting jointly, by furnishing a Joint Written Direction to
Escrow Agent, at any time by the giving of ten (10) days' prior written notice to Escrow Agent as provided herein
below. Upon any such notice of resignation or removal, the representatives of the Investor(s) and the Company
identified in Sections 13a.(iv) and 13b.(iv), below, jointly shall appoint a successor Escrow Agent hereunder,
which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus
in excess of $10,000,000.00. Upon the acceptance in writing of any appointment of Escrow Agent hereunder by
a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be
discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any
liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's
resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent
shall transmit all records pertaining to the Escrow Funds and shall pay all funds held by it in the Escrow Funds to
the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable
and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including court costs and
attorneys' fees) payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection
with the performance of its duties and the exercise of its rights hereunder.

10. LIABILITY OF ESCROW AGENT.

a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's
willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment,
and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have
no

                                                          4
implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not
specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity
and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent
shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to
sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for
incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take
any legal action or commence any proceeding in connection with the Escrow Funds, any account in which
Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend
any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any
dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties
hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully
indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel.
The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and
expenses of any such counsel.

b. Escrow Agent is hereby authorized, in its sole discretion, to comply with orders issued or process entered by
any court with respect to the Escrow Funds, without determination by Escrow Agent of such court's jurisdiction
in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any
court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be
stayed or enjoined by any court order, or in any case any order judgment or decree shall be made or entered by
any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in
its sole discretion, to rely upon and comply with any such order, writ judgment or decree which it is advised by
legal counsel selected by it, binding upon it, without the need for appeal or other action; and if Escrow Agent
complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any
other person or entity by reason of such compliance even though such order, writ judgment or decree may be
subsequently reversed, modified, annulled, set aside or vacated.

11. INDEMNIFICATION OF ESCROW AGENT. From and at all times after the date of this Agreement, the
parties jointly and severally, shall, to the fullest extent permitted by law and to the extent provided herein,
indemnify and hold harmless Escrow Agent and each director, officer, employee, attorney, agent and affiliate of
Escrow Agent (collectively, the "INDEMNIFIED PARTIES") against any and all actions, claims (whether or not
valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without
limitation reasonable attorney's fees, costs and expenses) incurred by or asserted against any of the Indemnified
Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in
any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any
person, including without limitation the parties to this Agreement, whether threatened or initiated, asserting a claim
for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to,
any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in
connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement
or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action
or proceeding, suit or the target of any such inquiry or

                                                          5
investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for
liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from
the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought
or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Company and the
Investor(s) hereunder in writing, and the Investor(s) and the Company shall assume the defense thereof, including
the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion,
have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion)
in any such action and to participate and to participate in the defense thereof, and the fees and expenses of such
counsel shall be paid by such Indemnified Party, except that the Investor(s) and/or the Company shall be required
to pay such fees and expense if (a) the Investor(s) or the Company agree to pay such fees and expenses, or (b)
the Investor(s) and/or the Company shall fail to assume the defense of such action or proceeding or shall fail, in
the sole discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party
in any such action or proceeding, (c) the Investor(s) and the Company are the plaintiff in any such action or
proceeding or (d) the named or potential parties to any such action or proceeding (including any potentially
impleaded parties) include both the Indemnified Party, the Company and/or the Investor(s) and the Indemnified
Party shall have been advised by counsel that there may be one or more legal defenses available to it which are
different from or additional to those available to the Company or the Investor(s). The Investor(s) and the
Company shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding
sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees
and expenses payable by the Company and/or the Investor(s) pursuant to the foregoing sentence shall be paid
from time to time as incurred, both in advance of and after the final disposition of such action or claim. The
obligations of the parties under this section shall survive any termination of this Agreement, and resignation or
removal of the Escrow Agent shall be independent of any obligation of Escrow Agent.

The parties agree that neither payment by the Company or the Investor(s) of any claim by Escrow Agent for
indemnification hereunder shall impair, limit, modify, or affect, as between the Investor(s) and the Company, the
respective rights and obligations of Investor(s), on the one hand, and the Company, on the other hand, under the
Placement Agency Agreement.

12. EXPENSES OF ESCROW AGENT. Except as set forth in Section 11 the Company shall reimburse
Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys' fees, travel expenses,
telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges),
copying charges and the like. All of the compensation and reimbursement obligations set forth in this Section shall
be payable by the Company, upon demand by Escrow Agent. The obligations of the Company under this Section
shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.

13. WARRANTIES.

a. The Investor(s) makes the following representations and warranties to Escrow Agent:

                                                          6
(i) The Investor(s) has full power and authority to execute and deliver this Agreement and to perform its
obligations hereunder.

(ii) This Agreement has been duly approved by all necessary corporate action of the Investor(s), including any
necessary shareholder approval, has been executed by duly authorized officers of the Investor(s), enforceable in
accordance with its terms.

(iii) The execution, delivery, and performance of the Investor(s) of this Agreement will not violate, conflict with, or
cause a default under the certificate of incorporation or bylaws of the Investor(s), any applicable law or
regulation, any court order or administrative ruling or degree to which the Investor(s) is a party or any of its
property is subject, or any agreement, contract, indenture, or other binding arrangement.

(iv) Mark Angelo has been duly appointed to act as the representative of the Investor(s) hereunder and has full
power and authority to execute, deliver, and perform this Escrow Agreement, to execute and deliver any Joint
Written Direction, to amend, modify, or waive any provision of this Agreement, and to take any and all other
actions as the Investor(s)'s representative under this Agreement, all without further consent or direction form, or
notice to, the Investor(s) or any other party.

(v) No party other than the parties hereto and the Investor(s)s have, or shall have, any lien, claim or security
interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is
on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow
Funds or any part thereof.

(vi) All of the representations and warranties of the Investor(s) contained herein are true and complete as of the
date hereof and will be true and complete at the time of any disbursement from the Escrow Funds.

b. The Company makes the following representations and warranties to the Escrow Agent:

(i) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the
State of Nevada and has full power and authority to execute and deliver this Agreement and to perform its
obligations hereunder.

(ii) This Agreement has been duly approved by all necessary corporate action of the Company, including any
necessary shareholder approval, has been executed by duly authorized officers of the Company, enforceable in
accordance with its terms.

(iii) The execution, delivery, and performance by the Company of this Agreement is in accordance with the
Securities Purchase Agreement and will not violate, conflict with, or cause a default under the certificate of
incorporation or bylaws of the Company, any applicable law or regulation, any court order or administrative
ruling or decree to which the Company is a party or any of its property is subject, or any agreement, contract,
indenture, or other binding arrangement, including without limitation to the Securities Purchase Agreement, to
which the Company is a party.

                                                           7
(iv) Dr. B.B. Sahay has been duly appointed to act as the representative of the Company hereunder and has full
power and authority to execute, deliver, and perform this Agreement, to execute and deliver any Joint Written
Direction, to amend, modify or waive any provision of this Agreement and to take all other actions as the
Company's Representative under this Agreement, all without further consent or direction from, or notice to, the
Company or any other party.

(v) No party other than the parties hereto and the Investor(s)s have, or shall have, any lien, claim or security
interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is
on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow
Funds or any part thereof.

(vi) All of the representations and warranties of the Company contained herein are true and complete as of the
date hereof and will be true and complete at the time of any disbursement from the Escrow Funds.

14. CONSENT TO JURISDICTION AND VENUE. In the event that any party hereto commences a lawsuit
or other proceeding relating to or arising from this Agreement, the parties hereto agree that the United States
District Court for the District of New Jersey shall have the sole and exclusive jurisdiction over any such
proceeding. If all such courts lack federal subject matter jurisdiction, the parties agree that the Superior Court
Division of New Jersey, Chancery Division of Hudson County shall have sole and exclusive jurisdiction. Any of
these courts shall be proper venue for any such lawsuit or judicial proceeding and the parties hereto waive any
objection to such venue. The parties hereto consent to and agree to submit to the jurisdiction of any of the courts
specified herein and agree to accept the service of process to vest personal jurisdiction over them in any of these
courts.

15. NOTICE. All notices and other communications hereunder shall be in writing and shall be deemed to have
been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return receipt requested and postage
prepaid, when delivered personally, one (1) day delivered to any overnight courier, or when transmitted by
facsimile transmission and upon confirmation of receipt and addressed to the party to be notified as follows:

                     If to Investor(s), to:                    Cornell Capital Partners, LP
                                                               101 Hudson Street - Suite 3606
                                                               Jersey City, NJ 07302
                                                               Attention: Mark Angelo
                                                                          Portfolio Manager
                                                               Telephone: (201) 985-8300
                                                               Facsimile: (201) 985-8266




                                                           8
              If to Escrow Agent, to:               Butler Gonzalez LLP
                                                    1416 Morris Avenue - Suite 207
                                                    Union, NJ 07083
                                                    Attention: David Gonzalez, Esq.
                                                    Telephone: (908) 810-8588
                                                    Facsimile: (908) 810-0973

              If to the Company, to:                Medical Staffing Solutions, Inc.
                                                    8150 Leesburg Pike - Suite 1200
                                                    Vienna, VA   22182
                                                    Attention: Dr. B.B. Sahay, President
                                                    Telephone: (703) 641-8890
                                                    Facsimile: (703) 641-8949

              With a copy to:                       Kirkpatrick & Lockhart LLP
                                                    201 South Biscayne Boulevard - Suite 2000
                                                    Miami, FL 33131-2399
                                                    Attention: Clayton E. Parker, Esq.
                                                    Telephone: (305) 539-3300
                                                    Facsimile: (305) 358-7095




Or to such other address as each party may designate for itself by like notice.

16. AMENDMENTS OR WAIVER. This Agreement may be changed, waived, discharged or terminated only
by a writing signed by the parties hereto. No delay or omission by any party in exercising any right with respect
hereto shall operate as waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of,
any right or remedy on any future occasion.

17. SEVERABILITY. To the extent any provision of this Agreement is prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition, or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.

18. GOVERNING LAW. This Agreement shall be construed and interpreted in accordance with the internal
laws of the State of Nevada without giving effect to the conflict of laws principles thereof.

19. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the parties relating to
the holding, investment, and disbursement of the Escrow Funds and sets forth in their entirety the obligations and
duties of the Escrow Agent with respect to the Escrow Funds.

20. BINDING EFFECT. All of the terms of this Agreement, as amended from time to time, shall be binding
upon, inure to the benefit of and be enforceable by the respective heirs, successors and assigns of the Investor(s),
the Company, or the Escrow Agent.

                                                         9
21. EXECUTION OF COUNTERPARTS. This Agreement and any Joint Written Direction may be executed in
counter parts, which when so executed shall constitute one and same agreement or direction.

22. TERMINATION. Upon the first to occur of the disbursement of all amounts in the Escrow Funds pursuant
to Joint Written Directions or the disbursement of all amounts in the Escrow Funds into court pursuant to Section
7 hereof, this Agreement shall terminate and Escrow Agent shall have no further obligation or liability whatsoever
with respect to this Agreement or the Escrow Funds.

                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                                        10
IN WITNESS WHEREOF the parties have hereunto set their hands and seals the day and year above set forth.

                             MEDICAL STAFFING SOLUTIONS, INC.

                                 By:      /s/ B.B. Sahay
                                    -------------------------------
                                 Name:    Dr. B.B. Sahay
                                 Title:   President




                                CORNELL CAPITAL PARTNERS, LP

                                 BY: YORKVILLE ADVISORS, LLC
                                      ITS: GENERAL PARTNER

                                 By:      /s/ Mark Angelo
                                    -------------------------------
                                 Name:    Mark Angelo
                                 Title:   Portfolio Manager




                                      BUTLER GONZALEZ LLP

                                 By:      /s/ David Gonzalez
                                    -------------------------------
                                 Name:    David Gonzalez, Esq.
                                 Title:   Partner




                                                   11
EXHIBIT 10.11

THIS DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY,
THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE
SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION
UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD
UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D
OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER
SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.

                                           SECURED DEBENTURE

                                 MEDICAL STAFFING SOLUTIONS, INC.

                                     5% CONVERTIBLE DEBENTURE

                                            DUE MARCH ___, 2006

No. ___ $250,000

This Debenture is issued by Medical Staffing Solutions, Inc., a Nevada corporation (the "COMPANY"), to
____________________________ (together with its permitted successors and assigns, the "HOLDER")
pursuant to exemptions from registration under the Securities Act of 1933, as amended.

                                                   ARTICLE I.

Section 1.01 PRINCIPAL AND INTEREST. For value received, on March 11, 2004, the Company hereby
promises to pay to the order of the Holder in lawful money of the United States of America and in immediately
available funds the principal sum of Two Hundred Fifty Thousand Dollars (US $250,000), together with interest
on the unpaid principal of this Debenture at the rate of five percent (5%) per year (computed on the basis of a
365-day year and the actual days elapsed) from the date of this Debenture until paid. At the Company's option,
the entire principal amount and all accrued interest shall be either (a) paid to the Holder on the second (2nd) year
anniversary from the date hereof or (b) converted in accordance with Section 1.02 herein.
Section 1.02 OPTIONAL CONVERSION. The Holder is entitled, at its option, to convert, and sell on the same
day, at any time and from time to time, until payment in full of this Debenture, all or any part of the principal
amount of the Debenture, plus accrued interest, into shares (the "CONVERSION SHARES") of the Company's
common stock, par value $0.001 per share ("COMMON STOCK"), at the price per share (the
"CONVERSION PRICE") equal to the lesser of (a) an amount equal to one hundred fifteen percent (115%) of
the closing bid price of the Common Stock as listed on a Principal Market (as defined herein), as quoted by
Bloomberg L.P. (the "CLOSING BID PRICE") as of the date hereof, or (b) an amount equal to eighty five
percent (85%) of the lowest Closing Bid Price of the Common Stock, as quoted by Bloomberg, LP, for the five
(5) trading days immediately preceding the Conversion Date (as defined herein). Subparagraphs (a) and (b)
above are individually referred to as a "CONVERSION PRICE". As used herein, "PRINCIPAL MARKET"
shall mean The National Association of Securities Dealers Inc.'s Over-The-Counter Bulletin Board, Nasdaq
SmallCap Market, or American Stock Exchange. If the Common Stock is not traded on a Principal Market, the
Closing Bid Price shall mean, the reported Closing Bid Price for the Common Stock, as furnished by the National
Association of Securities Dealers, Inc., for the applicable periods. No fraction of shares or scrip representing
fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest
whole share. To convert this Debenture, the Holder hereof shall deliver written notice thereof, substantially in the
form of Exhibit "A" to this Debenture, with appropriate insertions (the "CONVERSION NOTICE"), to the
Company at its address as set forth herein. The date upon which the conversion shall be effective (the
"CONVERSION DATE") shall be deemed to be the date set forth in the Conversion Notice.

Section 1.03 RESERVATION OF COMMON STOCK. The Company shall reserve and keep available out of
its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of this
Debenture, such number of shares of Common Stock as shall from time to time be sufficient to effect such
conversion, based upon the Conversion Price. If at any time the Company does not have a sufficient number of
Conversion Shares authorized and available, then the Company shall call and hold a special meeting of its
stockholders within sixty
(60) days of that time for the sole purpose of increasing the number of authorized shares of Common Stock.

Section 1.04 RIGHT OF REDEMPTION. The Company at its option shall have the right to redeem, with fifteen
(15) business days advance written notice (the "REDEMPTION NOTICE"), a portion or all outstanding
convertible debenture. The redemption price shall be one hundred fifteen percent (115%) of the amount
redeemed plus accrued interest.

In the event the Company exercises a redemption of either all or a portion the Convertible Debenture, the Holder
shall receive a warrant to purchase ten thousand (10,000) shares of the Company's Common Stock for every
One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be
exercisable on a "cash basis" and have an exercise price of one hundred twenty percent (120%) of the Closing
Bid Price of the Company's Common Stock on the Closing Date. The Warrant shall have "piggy-back" and
demand registration rights and shall survive for two (2) years from the Closing Date.

Section 1.05 REGISTRATION RIGHTS. The Company is obligated to register the resale of the Conversion
Shares under the Securities Act of 1933, as amended, pursuant to the terms of a

                                                         2
Registration Rights Agreement, between the Company and the Holder of even date
herewith (the "INVESTOR REGISTRATION RIGHTS AGREEMENT").

Section 1.06 INTEREST PAYMENTS. The interest so payable will be paid at the time of maturity or
conversion to the person in whose name this Debenture is registered. At the time such interest is payable, the
Holder, in its sole discretion, may elect to receive the interest in cash (via wire transfer or certified funds) or in the
form of Common Stock. In the event of default, as described in Article III Section 3.01 hereunder, the Holder
may elect that the interest be paid in cash (via wire transfer or certified funds) or in the form of Common Stock. If
paid in the form of Common Stock, the amount of stock to be issued will be calculated as follows: the value of
the stock shall be the Closing Bid Price on: (i) the date the interest payment is due; or (ii) if the interest payment is
not made when due, the date the interest payment is made. A number of shares of Common Stock with a value
equal to the amount of interest due shall be issued. No fractional shares will be issued; therefore, in the event that
the value of the Common Stock per share does not equal the total interest due, the Company will pay the balance
in cash.

Section 1.07 PAYING AGENT AND REGISTRAR. Initially, the Company will act as paying agent and
registrar. The Company may change any paying agent, registrar, or Company-registrar by giving the Holder not
less than ten (10) business days' written notice of its election to do so, specifying the name, address, telephone
number and facsimile number of the paying agent or registrar. The Company may act in any such capacity.

Section 1.08 SECURED NATURE OF DEBENTURE. This Debenture is secured by all of the assets and
property of the Company as set forth on Exhibit A to the Security Agreement dated the date hereof between the
Company and the Holder (the "SECURITY AGREEMENT"), subordinated to the rights of secured parties
which have entered into factoring agreements with the Company now and in the future. As set forth in the
Security Agreement, Holder's security interest shall terminate upon the occurrence of an Expiration Event as
defined in the Security Agreement.

                                                    ARTICLE II.

Section 2.01 AMENDMENTS AND WAIVER OF DEFAULT. The Debenture may not be amended without
the consent of the Holder. Notwithstanding the above, without the consent of the Holder, the Debenture may be
amended to cure any ambiguity, defect or inconsistency, to provide for assumption of the Company obligations to
the Holder or to make any change that does not adversely affect the rights of the Holder.

                                                    ARTICLE III.

Section 3.01 EVENTS OF DEFAULT. An Event of Default is defined as follows:
(a) failure by the Company to pay amounts due hereunder within fifteen (15) days of the date of maturity of this
Debenture; (b) failure by the Company to comply with the terms of the Irrevocable Transfer Agent Instructions
attached to the Securities Purchase Agreement; (c) failure by the Company's transfer agent to issue freely
tradeable Common Stock to the Holder within five (5) days of the Company's receipt of the attached Notice of
Conversion from Holder; (d) failure by the Company for ten (10) days after notice to it to comply with any of its
other agreements in the Debenture; (e) events of bankruptcy or insolvency; (f) a breach by the Company of its

                                                            3
obligations under the Securities Purchase Agreement or the Investor Registration Rights Agreement which is not
cured by the Company within ten (10) days after receipt of written notice thereof.

Section 3.02 FAILURE TO ISSUE UNRESTRICTED COMMON STOCK. As indicated in Article III
Section 3.01, a breach by the Company of its obligations under the Investor Registration Rights Agreement shall
be deemed an Event of Default, which if not cured within ten (10) days, shall entitle the Holder to accelerate full
repayment of all debentures outstanding and accrued interest thereon. The Company acknowledges that failure to
honor a Notice of Conversion shall cause irreparable harm to the Holder.

                                                 ARTICLE IV.

Section 4.01 RIGHTS AND TERMS OF CONVERSION. This Debenture, in whole or in part, may be
converted at any time following the date of closing, into shares of Common Stock at a price equal to the
Conversion Price as described in Section 1.02 above.

Section 4.02 RE-ISSUANCE OF DEBENTURE. When the Holder elects to convert a part of the Debenture,
then the Company shall reissue a new Debenture in the same form as this Debenture to reflect the new principal
amount.

Section 4.03 TERMINATION OF CONVERSION RIGHTS. The Holder's right to convert the Debenture into
the Common Stock in accordance with paragraph 4.01 shall terminate on the date that is the second (2nd) year
anniversary from the date hereof and this Debenture shall be automatically converted on that date in accordance
with the formula set forth in Section 4.01 hereof, and the appropriate shares of Common Stock and amount of
interest shall be issued to the Holder.

                                                  ARTICLE V.

Section 5.01 ANTI-DILUTION. In the event that the Company shall at any time subdivide the outstanding
shares of Common Stock, or shall issue a stock dividend on the outstanding Common Stock, the Conversion
Price in effect immediately prior to such subdivision or the issuance of such dividend shall be proportionately
decreased, and in the event that the Company shall at any time combine the outstanding shares of Common
Stock, the Conversion Price in effect immediately prior to such combination shall be proportionately increased,
effective at the close of business on the date of such subdivision, dividend or combination as the case may be.

Section 5.02 CONSENT OF HOLDER TO SELL CAPITAL STOCK OR GRANT SECURITY
INTERESTS. Except for the Standby Equity Distribution Agreement dated the date hereof between the
Company and Cornell Capital Partners, LP. so long as any of the principal of or interest on this Note remains
unpaid and unconverted, the Company shall not, without the prior consent of the Holder, issue or sell (i) any
Common Stock or Preferred Stock without consideration or for a consideration per share less than its fair market
value determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock, warrant, option, right,
contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock
without consideration or for a consideration per share less than such Common Stock's fair market value
determined immediately prior to its issuance, (iii) enter into any security instrument granting the

                                                        4
holder a security interest in any of the assets of the Company, or (iv) file any registration statement on Form S-8
until at least six (6) month after the effective date of the registration statement filed pursuant the Registration
Rights Agreement.

                                                   ARTICLE VI.

Section 6.01 NOTICE. Notices regarding this Debenture shall be sent to the parties at the following addresses,
unless a party notifies the other parties, in writing, of a change of address:

             If to the Company, to:                  Medical Staffing Solutions, Inc.
                                                     8150 Leesburg Pike - Suite 1200
                                                     Vienna, VA   22182
                                                     Attention:        Dr. B.B. Sahay, President
                                                     Telephone:        (703) 641-8890
                                                     Facsimile:        (703) 641-8949

             With a copy to:                         Kirkpatrick & Lockhart LLP
                                                     201 South Biscayne Boulevard - Suite 2000
                                                     Miami, FL 33131-2399
                                                     Attention:        Clayton E. Parker, Esq.
                                                     Telephone:        (305) 539-3300
                                                     Facsimile:        (305) 358-7095




If to the Holder:

                With a copy to:                         Butler Gonzalez LLP
                                                        1416 Morris Avenue - Suite 207
                                                        Union, NJ 07083
                                                        Attention:        David Gonzalez, Esq.
                                                        Telephone:        (908) 810-8588
                                                        Facsimile:        (908) 810-0973




Section 6.02 GOVERNING LAW. This Debenture shall be deemed to be made under and shall be construed in
accordance with the laws of the State of Nevada without giving effect to the principals of conflict of laws thereof.
Each of the parties consents to the jurisdiction of the U.S. District Court sitting in the District of the State of New
Jersey or the state courts of the State of New Jersey sitting in Hudson County, New Jersey in connection with
any dispute arising under this Debenture and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on FORUM NON CONVENIENS to the bringing of any such
proceeding in such jurisdictions.

                                                           5
Section 6.03 SEVERABILITY. The invalidity of any of the provisions of this Debenture shall not invalidate or
otherwise affect any of the other provisions of this Debenture, which shall remain in full force and effect.

Section 6.04 ENTIRE AGREEMENT AND AMENDMENTS. This Debenture represents the entire agreement
between the parties hereto with respect to the subject matter hereof and there are no representations, warranties
or commitments, except as set forth herein. This Debenture may be amended only by an instrument in writing
executed by the parties hereto.

Section 6.05 COUNTERPARTS. This Debenture may be executed in multiple counterparts, each of which shall
be an original, but all of which shall be deemed to constitute on instrument.

IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company as executed this Debenture
as of the date first written above.

                                MEDICAL STAFFING SOLUTIONS, INC.

                                     By:        /s/ B. B. Sahay
                                        -----------------------------
                                        Name:    Dr. B.B. Sahay
                                        Title: President
                                                EXHIBIT "A"

                                       NOTICE OF CONVERSION

             (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE NOTE)

TO:

The undersigned hereby irrevocably elects to convert $ of the principal amount of the above Note into Shares of
Common Stock of Medical Staffing Solutions, Inc., according to the conditions stated therein, as of the
Conversion Date written below.

         CONVERSION DATE:                     ________________________________________________

         APPLICABLE CONVERSION PRICE:         ________________________________________________

         SIGNATURE:                           ________________________________________________

         NAME:                                ________________________________________________

         ADDRESS:                             ________________________________________________

         AMOUNT TO BE CONVERTED:              $_______________________________________________

         AMOUNT OF DEBENTURE
         UNCONVERTED:                         $_______________________________________________

         CONVERSION PRICE PER SHARE:          $_______________________________________________

         NUMBER OF SHARES OF COMMON
         STOCK TO BE ISSUED:                  ________________________________________________

         PLEASE ISSUE THE SHARES OF
         COMMON STOCK IN THE FOLLOWING
         NAME AND TO THE FOLLOWING
         ADDRESS:                             ________________________________________________

         ISSUE TO:                            ________________________________________________

         AUTHORIZED SIGNATURE:                ________________________________________________

         NAME:                                ________________________________________________

         TITLE:                               ________________________________________________

         PHONE NUMBER:                        ________________________________________________

         BROKER DTC PARTICIPANT CODE:         ________________________________________________

         ACCOUNT NUMBER:                      ________________________________________________




                                                      A-1
EXHIBIT 10.12

                         INVESTOR REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of March 11, 2004, by and
among MEDICAL STAFFING SOLUTIONS, INC., a Nevada corporation, with its principal office located at
8150 Leesburg Pike - Suite 1200 Vienna, Virginia 22182 (the "COMPANY"), and the undersigned investors
(each, an "INVESTOR" and collectively, the "INVESTORS").

                                                   WHEREAS:

A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith
(the "SECURITIES PURCHASE AGREEMENT"), the Company has agreed, upon the terms and subject to the
conditions of the Securities Purchase Agreement, to issue and sell to the Investors secured convertible debentures
(the "CONVERTIBLE DEBENTURES") which shall be convertible into that number of shares of the Company's
common stock, par value $0.001 per share (the "COMMON STOCK"), pursuant to the terms of the Securities
Purchase Agreement for an aggregate purchase price of up to Six Hundred Thousand Dollars ($600,000).
Capitalized terms not defined herein shall have the meaning ascribed to them in the Securities Purchase
Agreement.

B. To induce the Investors to execute and deliver the Securities Purchase Agreement, the Company has agreed
to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations
there under, or any similar successor statute (collectively, the "1933 ACT"), and applicable state securities laws.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
and the Investors hereby agree as follows:

1. DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings:

(a) "PERSON" means a corporation, a limited liability company, an association, a partnership, an organization, a
business, an individual, a governmental or political subdivision thereof or a governmental agency.

(b) "REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration effected by preparing and
filing one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to
Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed
basis ("RULE 415"), and the declaration or ordering of effectiveness of such Registration Statement(s) by the
United States Securities and Exchange SEC (the "SEC").
(c) "REGISTRABLE SECURITIES" means the shares of Common Stock issuable to Investors upon conversion
of the Convertible Debentures pursuant to the Securities Purchase Agreement and the shares issued as a fee
under the Standby Equity Distribution Agreement.

(d) "REGISTRATION STATEMENT" means a registration statement under the 1933 Act which covers the
Registrable Securities.

2. REGISTRATION.

(a) Subject to the terms and conditions of this Agreement, the Company shall prepare and file, no later than thirty
(30) days from the date hereof (the "SCHEDULED FILING DEADLINE"), with the SEC a registration
statement on Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) under the 1933 Act (the
"INITIAL REGISTRATION STATEMENT") for the registration for the resale by all Investors who purchased
Convertible Debentures pursuant to the Securities Purchase Agreement 43,607,000 shares of Common Stock to
be issued upon conversion of the Convertible Debentures issued pursuant to the Securities Purchase Agreement.
The Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have
been sold. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a copy of the
Initial Registration Statement to the Investors, and Butler Gonzalez, LLP for their review and comment. The
Investors and Butler Gonzalez LLP shall furnish comments on the Initial Registration Statement to the Company
within twenty-four (24) hours of the receipt thereof from the Company.

(b) EFFECTIVENESS OF THE INITIAL REGISTRATION STATEMENT. The Company shall use its best
efforts (i) to have the Initial Registration Statement declared effective by the SEC no later than one hundred
twenty (120) days after the date hereof (the "SCHEDULED EFFECTIVE DEADLINE") and (ii) to insure that
the Initial Registration Statement and any subsequent Registration Statement remains in effect until all of the
Registrable Securities have been sold, subject to the terms and conditions of this Agreement.

(c) FAILURE TO FILE OR OBTAIN EFFECTIVENESS OF THE REGISTRATION
STATEMENT. In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not
declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement
has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether
because of a failure to keep the Registration Statement effective, failure to disclose such information as is
necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of
Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by
reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which
remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated
damages (the "LIQUIDATED DAMAGES") to the holder, at the holder's option, either a cash amount or shares
of the Company's Common Stock within three (3) business days, after demand therefore, equal to two percent
(2%) of the liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty
(30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be.

                                                         2
(d) LIQUIDATED DAMAGES. The Company and the Investor hereto acknowledge and agree that the sums
payable under subsection 2(c) above shall constitute liquidated damages and not penalties and are in addition to
all other rights of the Investor, including the right to call a default. The parties further acknowledge that (i) the
amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amounts
specified in such subsections bear a reasonable relationship to, and are not plainly or grossly disproportionate to
the probable loss likely to be incurred in connection with any failure by the Company to obtain or maintain the
effectiveness of a Registration Statement, (iii) one of the reasons for the Company and the Investor reaching an
agreement as to such amounts was the uncertainty and cost of litigation regarding the question of actual damages,
and
(iv) the Company and the Investor are sophisticated business parties and have been represented by sophisticated
and able legal counsel and negotiated this Agreement at arm's length.

3. RELATED OBLIGATIONS.

(a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the date
on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement (the
"REGISTRATION PERIOD"), which Registration Statement (including any amendments or supplements thereto
and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein, or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading.

(b) The Company shall prepare and file with the SEC such amendments (including post-effective amendments)
and supplements to a Registration Statement and the prospectus used in connection with such Registration
Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be
necessary to keep such Registration Statement effective at all times during the Registration Period, and, during
such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company covered by such Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or
sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a
Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this
Section 3(b)) by reason of the Company's filing a report on Form 10-KSB, Form 10-QSB or Form 8-K or any
analogous report under the Securities Exchange Act of 1934, as amended (the "1934 ACT"), the Company shall
incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments
or supplements with the SEC on the same day on which the 1934 Act report is filed which created the
requirement for the Company to amend or supplement the Registration Statement.

                                                          3
(c) The Company shall furnish to each Investor whose Registrable Securities are included in any Registration
Statement, without charge, (i) at least one (1) copy of such Registration Statement as declared effective by the
SEC and any amendment(s) thereto, including financial statements and schedules, all documents incorporated
therein by reference, all exhibits and each preliminary prospectus, (ii) ten (10) copies of the final prospectus
included in such Registration Statement and all amendments and supplements thereto (or such other number of
copies as such Investor may reasonably request) and (iii) such other documents as such Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by such
Investor.

(d) The Company shall use its best efforts to (i) register and qualify the Registrable Securities covered by a
Registration Statement under such other securities or "blue sky" laws of such jurisdictions in the United States as
any Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-
effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain
the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all
other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection therewith or as a condition thereto to
(w) make any change to its certificate of incorporation or by-laws, (x) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation
in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company
shall promptly notify each Investor who holds Registrable Securities of the receipt by the Company of any
notification with respect to the suspension of the registration or qualification of any of the Registrable Securities
for sale under the securities or "blue sky" laws of any jurisdiction in the United States or its receipt of actual notice
of the initiation or threat of any proceeding for such purpose.

(e) As promptly as practicable after becoming aware of such event or development, the Company shall notify
each Investor in writing of the happening of any event as a result of which the prospectus included in a
Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a
material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading (provided that in no event shall such notice contain
any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or
amendment to each Investor. The Company shall also promptly notify each Investor in writing (i) when a
prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration
Statement or any post-effective amendment has become effective (notification of such effectiveness shall be
delivered to each Investor by facsimile on the same day of such effectiveness), (ii) of any request by the SEC for
amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of
the Company's reasonable determination that a post-effective amendment to a Registration Statement would be
appropriate.

                                                           4
(f) The Company shall use its best efforts to prevent the issuance of any stop order or other suspension of
effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities
for sale in any jurisdiction within the United States of America and, if such an order or suspension is issued, to
obtain the withdrawal of such order or suspension at the earliest possible moment and to notify each Investor
who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt
of actual notice of the initiation or threat of any proceeding for such purpose.

(g) At the reasonable request of any Investor, the Company shall furnish to such Investor, on the date of the
effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may
reasonably request (i) a letter, dated such date, from the Company's independent certified public accountants in
form and substance as is customarily given by independent certified public accountants to underwriters in an
underwritten public offering, and (ii) an opinion, dated as of such date, of counsel representing the Company for
purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten
public offering, addressed to the Investors.

(h) The Company shall make available for inspection by (i) any Investor and (ii) one (1) firm of accountants or
other agents retained by the Investors (collectively, the "INSPECTORS") all pertinent financial and other records,
and pertinent corporate documents and properties of the Company (collectively, the "RECORDS"), as shall be
reasonably deemed necessary by each Inspector, and cause the Company's officers, directors and employees to
supply all information which any Inspector may reasonably request; provided, however, that each Inspector shall
agree, and each Investor hereby agrees, to hold in strict confidence and shall not make any disclosure (except to
an Investor) or use any Record or other information which the Company determines in good faith to be
confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records
is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required
under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or
order from a court or government body of competent jurisdiction, or (c) the information in such Records has
been made generally available to the public other than by disclosure in violation of this or any other agreement of
which the Inspector and the Investor has knowledge. Each Investor agrees that it shall, upon learning that
disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through
other means, give prompt notice to the Company and allow the Company, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.

(i) The Company shall hold in confidence and not make any disclosure of information concerning an Investor
provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state
securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission
in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has
been made generally available to the public other than by disclosure in violation of this Agreement or any other
agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an
Investor is sought in or by a court or governmental

                                                          5
body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow
such Investor, at the Investor's expense, to undertake appropriate action to prevent disclosure of, or to obtain a
protective order for, such information.

(j) The Company shall use its best efforts either to cause all the Registrable Securities covered by a Registration
Statement (i) to be listed on each securities exchange on which securities of the same class or series issued by the
Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of
such exchange or (ii) the inclusion for quotation on the National Association of Securities Dealers, Inc. OTC
Bulletin Board for such Registrable Securities. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this
Section 3(j).

(k) The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the
extent applicable, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such
certificates to be in such denominations or amounts, as the case may be, as the Investors may reasonably request
and registered in such names as the Investors may request.

(l) The Company shall use its best efforts to cause the Registrable Securities covered by the applicable
Registration Statement to be registered with or approved by such other governmental agencies or authorities as
may be necessary to consummate the disposition of such Registrable Securities.

(m) The Company shall make generally available to its security holders as soon as practical, but not later than
ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with the
provisions of Rule 158 under the 1933 Act) covering a twelve (12) month period beginning not later than the first
day of the Company's fiscal quarter next following the effective date of the Registration Statement.

(n) The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the
SEC in connection with any registration hereunder.

(o) Within two (2) business days after a Registration Statement which covers Registrable Securities is declared
effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the
transfer agent for such Registrable Securities (with copies to the Investors whose Registrable Securities are
included in such Registration Statement) confirmation that such Registration Statement has been declared effective
by the SEC in the form attached hereto as EXHIBIT A.

(p) The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the
Investors of Registrable Securities pursuant to a Registration Statement.

                                                           6
4. OBLIGATIONS OF THE INVESTORS.

Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 3(f) or the first sentence of 3(e), such Investor will immediately discontinue disposition
of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such
Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or
receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a
transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with
any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to
the Investor's receipt of a notice from the Company of the happening of any event of the kind described in
Section 3(f) or the first sentence of 3(e) and for which the Investor has not yet settled.

5. EXPENSES OF REGISTRATION.

All expenses incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications fees, printers, legal and accounting fees shall
be paid by the Company.

6. INDEMNIFICATION.

With respect to Registrable Securities which are included in a Registration Statement under this Agreement:

(a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and
defend each Investor, the directors, officers, partners, employees, agents, representatives of, and each Person, if
any, who controls any Investor within the meaning of the 1933 Act or the 1934 Act (each, an "INDEMNIFIED
Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable
attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "CLAIMS") incurred in
investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken
from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto
("INDEMNIFIED DAMAGES"), to which any of them may become subject insofar as such Claims (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any
untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under the securities or
other "blue sky" laws of any jurisdiction in which Registrable Securities are offered ("BLUE SKY FILING"), or
the omission or alleged omission to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained
in any final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement
thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the
statements made therein, in light of the circumstances under which the statements

                                                             7
therein were made, not misleading; or (iii) any violation or alleged violation by the Company of the 1933 Act, the
1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation there
under relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in
the foregoing clauses (i) through (iii) being, collectively, "VIOLATIONS"). The Company shall reimburse the
Investors and each such controlling person promptly as such expenses are incurred and are due and payable, for
any legal fees or disbursements or other reasonable expenses incurred by them in connection with investigating or
defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a): (x) shall not apply to a Claim by an Indemnified Person arising out of or
based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to
the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration
Statement or any such amendment thereof or supplement thereto; (y) shall not be available to the extent such
Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by
the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c); and (z)
shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive
the transfer of the Registrable Securities by the Investors pursuant to Section 9 hereof.

(b) In connection with a Registration Statement, each Investor agrees to severally and not jointly indemnify, hold
harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company,
each of its directors, each of its officers, employees, representatives, or agents and each Person, if any, who
controls the Company within the meaning of the 1933 Act or the 1934 Act (each an "INDEMNIFIED Party"),
against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the
1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or is based upon any
Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in
conformity with written information furnished to the Company by such Investor expressly for use in connection
with such Registration Statement; and, subject to Section 6(d), such Investor will reimburse any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to
contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld;
provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a
Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of
Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the
Registrable Securities by the Investors pursuant to Section 9. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(b) with respect to any prospectus shall not inure
to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the
prospectus was corrected and such new prospectus was delivered to each Investor prior to such Investor's use
of the prospectus to which the Claim relates.

                                                          8
(c) Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the
commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim,
such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement
thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party
so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party,
as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to
retain its own counsel with the fees and expenses of not more than one (1) counsel for such Indemnified Person
or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the
indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the
indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified
Person or Indemnified Party and any other party represented by such counsel in such proceeding. The
Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such
action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at
all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party
shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent;
provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.
No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person,
consent to entry of any judgment or enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person
of a release from all liability in respect to such claim or litigation. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations relating to the matter for which indemnification has been
made. The failure to deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in
its ability to defend such action.

(d) The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are received or Indemnified Damages are
incurred.

(e) The indemnity agreements contained herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying
party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

                                                          9
7. CONTRIBUTION.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount
to the net amount of proceeds received by such seller from the sale of such Registrable Securities.

8. REPORTS UNDER THE 1934 ACT.

With a view to making available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any
similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to
the public without registration ("RULE 144") the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144;

(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933
Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that
nothing herein shall limit the Company's obligations under Section 4(c) of the Securities Purchase Agreement) and
the filing of such reports and other documents as are required by the applicable provisions of Rule 144; and

(c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a
written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act
and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested
to permit the Investors to sell such securities pursuant to Rule 144 without registration.

9. AMENDMENT OF REGISTRATION RIGHTS.

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with the written consent of the Company and
Investors who then hold at least two-thirds (2/3) of the Registrable Securities. Any amendment or waiver effected
in accordance with this Section 9 shall be binding upon each Investor and the Company. No such amendment
shall be effective to the extent that it applies to fewer than all of the holders of the Registrable Securities. No
consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any
provision of any of this Agreement unless the same consideration also is offered to all of the parties to this
Agreement.

                                                         10
10. MISCELLANEOUS.

(a) A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to
own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections
from two (2) or more Persons with respect to the same Registrable Securities, the Company shall act upon the
basis of instructions, notice or election received from the registered owner of such Registrable Securities.

(b) Any notices, consents, waivers or other communications required or permitted to be given under the terms of
this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with a
nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.
The addresses and facsimile numbers for such communications shall be:

              If to the Company, to:                Medical Staffing Solutions, Inc.
                                                    8150 Leesburg Pike - Suite 1200
                                                    Vienna, VA   22182
                                                    Attention: Dr. B.B. Sahay, President
                                                    Telephone: (703) 641-8890
                                                    Facsimile: (703) 641-8949

              With a copy to:                       Kirkpatrick & Lockhart LLP
                                                    201 South Biscayne Boulevard - Suite 2000
                                                    Miami, FL 33131-2399
                                                    Attention: Clayton E. Parker, Esq.
                                                    Telephone: (305) 539-3300
                                                    Facsimile: (305) 358-7095




If to an Investor, to its address and facsimile number on the Schedule of Investors attached hereto, with copies to
such Investor's representatives as set forth on the Schedule of Investors or to such other address and/or facsimile
number and/or to the attention of such other person as the recipient party has specified by written notice given to
each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given
by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically
generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of
the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.

(c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in
exercising such right or remedy, shall not operate as a waiver thereof.

                                                        11
(d) The laws of the State of Nevada shall govern all issues concerning the relative rights of the Company and the
Investors as its stockholders. All other questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by the internal laws of the State of New Jersey, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New Jersey or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Jersey.
Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Superior Courts of the State of
New Jersey, sitting in Hudson County, New Jersey and federal courts for the District of New Jersey sitting
Newark, New Jersey, for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in
any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of
this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other
jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR
ANY TRANSACTION CONTEMPLATED HEREBY.

(e) This Agreement, the Irrevocable Transfer Agent Instructions, the Securities Purchase Agreement and related
documents including the Convertible Debentures and the Escrow Agreement dated the date hereof by and among
the Company, the Investors set forth on the Schedule of Investors attached hereto and Butler Gonzalez LLP (the
"ESCROW AGREEMENT") and the Security Agreement dated the date hereof (the "SECURITY
AGREEMENT") constitute the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or
referred to herein and therein. This Agreement, the Irrevocable Transfer Agent Instructions, the Securities
Purchase Agreement and related documents including the Convertible Debentures, the Escrow Agreement and
the Security Agreement supersede all prior agreements and understandings among the parties hereto with respect
to the subject matter hereof and thereof.

(f) This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each
of the parties hereto.

(g) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                                                           12
(h) This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all
of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be
delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of
the party so delivering this Agreement.

(i) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.

The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent and no rules of strict construction will be applied against any party.

(j) This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

                      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Investor Registration Rights Agreement to be duly
executed as of day and year first above written.

                                       COMPANY:
                             MEDICAL STAFFING SOLUTIONS, INC.

                                  By:          /s/ B. B. Sahay
                                        ----------------------------
                                        Name:   Dr. B.B. Sahay
                                        Title: President
                                     SCHEDULE I

                               SCHEDULE OF BUYERS

                                                                                       ADDRESS/FA
              NAME                                SIGNATURE                             NUMBER OF
____________________________   __________________________________________   _____________________
Cornell Capital Partners, LP   By:      Yorkville Advisors, LLC             101 Hudson Street - S
                               Its:     General Partner                     Jersey City, NJ 0730
                                                                            Facsimile:        (20

                               By:_______________________________________
                               Name:    Mark A. Angelo
                               Its:     Portfolio Manager
                                                       17

                                                  EXHIBIT A

                                FORM OF NOTICE OF EFFECTIVENESS
                                  OF REGISTRATION STATEMENT

[INSERT]

Attention:

                             Re: MEDICAL STAFFING SOLUTIONS, INC.

Ladies and Gentlemen:

We are counsel to Medical Staffing Solutions, Inc., a Nevada corporation (the "COMPANY"), and have
represented the Company in connection with that certain Securities Purchase Agreement (the "SECURITIES
PURCHASE AGREEMENT") entered into by and among the Company and the investors named therein
(collectively, the "INVESTORS") pursuant to which the Company issued to the Investors shares of its Common
Stock, par value $0.001 per share (the "COMMON STOCK"). Pursuant to the Purchase Agreement, the
Company also has entered into a Registration Rights Agreement with the Investors (the "INVESTOR
REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company agreed, among other things, to
register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of
1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration
Rights Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________
(File No. 333-_____________) (the "REGISTRATION STATEMENT") with the Securities and Exchange
SEC (the "SEC") relating to the Registrable Securities which names each of the Investors as a selling stockholder
there under.

In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone
that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER
TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been
issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the
Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.

Very truly yours,

                                   KIRKPATRICK & LOCKHART LLP

                                                       By:

cc: [LIST NAMES OF INVESTORS]
EXHIBIT 10.13

                               MEDICAL STAFFING SOLUTIONS, INC.
                                PLACEMENT AGENT AGREEMENT

                                         Dated as of: March 11, 2004

Newbridge Securities Corporation
1451 Cypress Creek Road, Suite 204
Fort Lauderdale, Florida 33309

Ladies and Gentlemen:

The undersigned, Medical Staffing Solutions, Inc., a Nevada corporation (the "COMPANY"), hereby agrees
with Newbridge Securities Corporation (the "PLACEMENT AGENT") and Cornell Capital Partners, LP, a
Delaware Limited Partnership (the "INVESTOR"), as follows:

1. OFFERING. The Company hereby engages the Placement Agent to act as its exclusive placement agent in
connection with the Standby Equity Distribution Agreement dated the date hereof (the "STANDBY EQUITY
DISTRIBUTION AGREEMENT"), pursuant to which the Company shall issue and sell to the Investor, from
time to time, and the Investor shall purchase from the Company (the "OFFERING") up to Fifteen Million Dollars
($15,000,000) of the Company's common stock (the "COMMITMENT AMOUNT"), par value $0.001 per
share (the "COMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the
Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the
Standby Equity Distribution Agreement and advising the Company with respect to those terms.

All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them
as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with
respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company
and the Investor dated the date hereof (the "REGISTRATION RIGHTS AGREEMENT"). The documents to be
executed and delivered in connection with the Offering, including, but not limited, to the Company's latest
Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this
Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow
Agreement dated the date hereof (the "ESCROW AGREEMENT"), are referred to sometimes hereinafter
collectively as the "OFFERING MATERIALS." The Company's Common Stock purchased by the Investor
hereunder is sometimes referred to hereinafter as the "SECURITIES." The Placement Agent shall not be
obligated to sell any Securities.
2. COMPENSATION.

A. Upon the execution of this Agreement, the Company shall issue to the Placement Agent or its designee shares
of the Company's Common Stock in an amount equal to Ten Thousand (10,000) shares of the Company's
Common Stock on the date hereof (the "PLACEMENT AGENT'S SHARES"). The Placement Agent shall be
entitled to "piggy-back" registration rights, which shall be triggered upon registration of any shares of Common
Stock by the Investor with respect to the Placement Agent's Shares pursuant to the Registration Rights
Agreement dated the date hereof.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT.

A. The Placement Agent represents, warrants and covenants as follows:

(i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the
transactions contemplated hereby.

(ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the
transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default
under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or
its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute,
rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the
Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in
accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and
affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of
equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy.

(iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this
Agreement to the Company or its counsel and the Investor or its counsel.

(iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the
Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ACT"), the Securities
Exchange Act of 1934 (the "1934 ACT"), the respective rules and regulations promulgated thereunder (the
"RULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction.

(v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-
dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities
will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the
Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the
Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

                                                            2
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

A. The Company represents and warrants as follows:

(i) The execution, delivery and performance of each of this Agreement, the Standby Equity Distribution
Agreement, the Escrow Agreement, and the Registration Rights Agreement has been or will be duly and validly
authorized by the Company and is, or with respect to this Agreement, the Standby Equity Distribution
Agreement, the Escrow Agreement, and the Registration Rights Agreement will be, a valid and binding agreement
of the Company, enforceable in accordance with its respective terms, except to the extent that (a) the
enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or
thereof is subject to general principles of equity or (c) the indemnification provisions hereof or thereof may be
held to be in violation of public policy. The Securities to be issued pursuant to the transactions contemplated by
this Agreement and the Standby Equity Distribution Agreement have been duly authorized and, when issued and
paid for in accordance with this Agreement, the Equity Line of Agreement and the certificates/instruments
representing such Securities, will be valid and binding obligations of the Company, enforceable in accordance
with their respective terms, except to the extent that (1) the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of
creditors generally, and (2) the enforceability thereof is subject to general principles of equity. All corporate
action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly
taken by the Company.

(ii) The Company has a duly authorized, issued and outstanding capitalization as set forth herein and in the
Standby Equity Distribution Agreement. The Company is not a party to or bound by any instrument, agreement
or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities,
except for this Agreement, the agreements described herein and as described in the Standby Equity Distribution
Agreement, dated the date hereof and the agreements described therein. All issued and outstanding securities of
the Company, have been duly authorized and validly issued and are fully paid and non-assessable; the holders
thereof have no rights of rescission or preemptive rights with respect thereto and are not subject to personal
liability solely by reason of being security holders; and none of such securities were issued in violation of the
preemptive rights of any holders of any security of the Company. As of the date hereof, the authorized capital
stock of the Company consists of 300,000,000 shares of Common Stock, par value $0.001 per share and
30,000,000 shares of Preferred Stock of which 45,200,005 shares of Common Stock and no shares of
Preferred Stock were issued and outstanding as of the date thereof.

(iii) The Common Stock to be issued in accordance with this Agreement and the Standby Equity Distribution
Agreement has been duly authorized and, when issued and paid for in accordance with this Agreement and the
Standby Equity Distribution Agreement, the certificates/instruments representing such Common Stock will be
validly issued, fully-paid and non-assessable; the holders thereof will not be subject to personal liability solely by
reason of being such holders; such Securities are not and will not be subject to the preemptive rights of any
holder of any security of the Company.

                                                           3
(iv) The Company has good and marketable title to, or valid and enforceable leasehold estates in, all items of real
and personal property necessary to conduct its business (including, without limitation, any real or personal
property stated in the Offering Materials to be owned or leased by the Company), free and clear of all liens,
encumbrances, claims, security interests and defects of any material nature whatsoever, other than those set forth
in the Offering Materials and liens for taxes not yet due and payable.

(v) There is no litigation or governmental proceeding pending or, to the best of the Company's knowledge,
threatened against, or involving the properties or business of the Company, except as set forth in the Offering
Materials.

(vi) The Company has been duly organized and is validly existing as a corporation in good standing under the
laws of the State of Nevada. Except as set forth in the Offering Materials, the Company does not own or control,
directly or indirectly, an interest in any other corporation, partnership, trust, joint venture or other business entity.
The Company is duly qualified or licensed and in good standing as a foreign corporation in each jurisdiction in
which the character of its operations requires such qualification or licensing and where failure to so qualify would
have a material adverse effect on the Company. The Company has all requisite corporate power and authority,
and all material and necessary authorizations, approvals, orders, licenses, certificates and permits of and from all
governmental regulatory officials and bodies (domestic and foreign) to conduct its businesses (and proposed
business) as described in the Offering Materials. Any disclosures in the Offering Materials concerning the effects
of foreign, federal, state and local regulation on the Company's businesses as currently conducted and as
contemplated are correct in all material respects and do not omit to state a material fact. The Company has all
corporate power and authority to enter into this Agreement, the Standby Equity Distribution Agreement, the
Registration Rights Agreement, and the Escrow Agreement, to carry out the provisions and conditions hereof and
thereof, and all consents, authorizations, approvals and orders required in connection herewith and therewith have
been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other
body is required by the Company for the issuance of the Securities or execution and delivery of the Offering
Materials except for applicable federal and state securities laws. The Company, since its inception, has not
incurred any liability arising under or as a result of the application of any of the provisions of the 1933 Act, the
1934 Act or the Rules and Regulations.

(vii) There has been no material adverse change in the condition or prospects of the Company, financial or
otherwise, from the latest dates as of which such condition or prospects, respectively, are set forth in the Offering
Materials, and the outstanding debt, the property and the business of the Company conform in all material
respects to the descriptions thereof contained in the Offering Materials.

(viii) Except as set forth in the Offering Materials, the Company is not in breach of, or in default under, any term
or provision of any material indenture, mortgage, deed of trust, lease, note, loan or Standby Equity Distribution
Agreement or any other material agreement or instrument evidencing an obligation for borrowed money, or any
other material agreement or instrument to which it is a party or by which it or any of its properties may be bound
or affected. The Company is not in violation of any provision of its charter or by-laws or in violation of any
franchise, license, permit, judgment, decree or order, or in violation of any

                                                           4
material statute, rule or regulation. Neither the execution and delivery of the Offering Materials nor the issuance
and sale or delivery of the Securities, nor the consummation of any of the transactions contemplated in the
Offering Materials nor the compliance by the Company with the terms and provisions hereof or thereof, has
conflicted with or will conflict with, or has resulted in or will result in a breach of, any of the terms and provisions
of, or has constituted or will constitute a default under, or has resulted in or will result in the creation or imposition
of any lien, charge or encumbrance upon any property or assets of the Company or pursuant to the terms of any
indenture, mortgage, deed of trust, note, loan or any other agreement or instrument evidencing an obligation for
borrowed money, or any other agreement or instrument to which the Company may be bound or to which any of
the property or assets of the Company is subject except (a) where such default, lien, charge or encumbrance
would not have a material adverse effect on the Company and (b) as described in the Offering Materials; nor will
such action result in any violation of the provisions of the charter or the by-laws of the Company or, assuming the
due performance by the Placement Agent of its obligations hereunder, any material statute or any material order,
rule or regulation applicable to the Company of any court or of any foreign, federal, state or other regulatory
authority or other government body having jurisdiction over the Company.

(ix) Subsequent to the dates as of which information is given in the Offering Materials, and except as may
otherwise be indicated or contemplated herein or therein and the securities offered pursuant to the Securities
Purchase Agreement dated the date hereof, the Company has not (a) issued any securities or incurred any liability
or obligation, direct or contingent, for borrowed money, or (b) entered into any transaction other than in the
ordinary course of business, or
(c) declared or paid any dividend or made any other distribution on or in respect of its capital stock. Except as
described in the Offering Materials, the Company has no outstanding obligations to any officer or director of the
Company.

(x) There are no claims for services in the nature of a finder's or origination fee with respect to the sale of the
Common Stock or any other arrangements, agreements or understandings that may affect the Placement Agent's
compensation, as determined by the National Association of Securities Dealers, Inc.

(xi) The Company owns or possesses, free and clear of all liens or encumbrances and rights thereto or therein by
third parties, the requisite licenses or other rights to use all trademarks, service marks, copyrights, service names,
trade names, patents, patent applications and licenses necessary to conduct its business (including, without
limitation, any such licenses or rights described in the Offering Materials as being owned or possessed by the
Company) and, except as set forth in the Offering Materials, there is no claim or action by any person pertaining
to, or proceeding, pending or threatened, which challenges the exclusive rights of the Company with respect to
any trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses
used in the conduct of the Company's businesses (including, without limitation, any such licenses or rights
described in the Offering Materials as being owned or possessed by the Company) except any claim or action
that would not have a material adverse effect on the Company; the Company's current products, services or
processes do not infringe or will not infringe on the patents currently held by any third party.

                                                            5
(xii) Except as described in the Offering Materials, the Company is not under any obligation to pay royalties or
fees of any kind whatsoever to any third party with respect to any trademarks, service marks, copyrights, service
names, trade names, patents, patent applications, licenses or technology it has developed, uses, employs or
intends to use or employ, other than to their respective licensors.

(xiii) Subject to the performance by the Placement Agent of its obligations hereunder the offer and sale of the
Securities complies, and will continue to comply, in all material respects with the requirements of Rule 506 of
Regulation D promulgated by the SEC pursuant to the 1933 Act and any other applicable federal and state laws,
rules, regulations and executive orders. Neither the Offering Materials nor any amendment or supplement thereto
nor any documents prepared by the Company in connection with the Offering will contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading. All statements of material facts
in the Offering Materials are true and correct as of the date of the Offering Materials.

(xiv) All material taxes which are due and payable from the Company have been paid in full or adequate
provision has been made for such taxes on the books of the Company, except for those taxes disputed in good
faith by the Company

(xv) None of the Company nor any of its officers, directors, employees or agents, nor any other person acting on
behalf of the Company, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other
than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee
or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any
government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other
person who is or may be in a position to help or hinder the business of the Company (or assist it in connection
with any actual or proposed transaction) which (A) might subject the Company to any damage or penalty in any
civil, criminal or governmental litigation or proceeding, or (B) if not given in the past, might have had a materially
adverse effect on the assets, business or operations of the Company as reflected in any of the financial statements
contained in the Offering Materials, or (C) if not continued in the future, might adversely affect the assets,
business, operations or prospects of the Company in the future.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR.

A. The Investor represents, warrants and covenants as follows:

(i) The Investor has the necessary power to enter into this Agreement and to consummate the transactions
contemplated hereby.

(ii) The execution and delivery by the Investor of this Agreement and the consummation of the transactions
contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any
agreement or instrument to which the Investor is a party or by which the Investor or its properties are bound, or
any judgment, decree, order or, to the Investor's knowledge, any statute, rule or regulation applicable

                                                          6
to the Investor. This Agreement when executed and delivered by the Investor, will constitute the legal, valid and
binding obligations of the Investor, enforceable in accordance with their respective terms, except to the extent
that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability
hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof
may be held to be in violation of public policy.

(iii) The Investor will promptly forward copies of any and all due diligence questionnaires compiled by the
Investor to the Placement Agent.

(iv) The Investor is an Accredited Investor (as defined under the 1933 Act).

(v) The Investor is acquiring the Securities for the Inventor's own account as principal, not as a nominee or agent,
for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in
whole or in part and no other person has a direct or indirect beneficial interest in such Securities. Further, the
Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or
grant participations to such person or to any third person, with respect to any of the Securities.

(vi) The Investor acknowledges the Investor's understanding that the offering and sale of the Securities is intended
to be exempt from registration under the 1933 Act by virtue of Section 3(b) of the 1933 Act and the provisions
of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the Investor represents and
warrants as follows:

(a) The Investor has the financial ability to bear the economic risk of the Investor's investment, has adequate
means for providing for the Inventor's current needs and personal contingencies and has no need for liquidity with
respect to the Investor's investment in the Company; and

(b) The Investor has such knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of the prospective investment. The Inventor also represents it has not been
organized for the purpose of acquiring the Securities.

(vii) The Investor has been given the opportunity for a reasonable time prior to the date hereof to ask questions
of, and receive answers from, the Company or its representatives concerning the terms and conditions of the
Offering, and other matters pertaining to this investment, and has been given the opportunity for a reasonable time
prior to the date hereof to obtain such additional information in connection with the Company in order for the
Investor to evaluate the merits and risks of purchase of the Securities, to the extent the Company possesses such
information or can acquire it without unreasonable effort or expense. The Investor is not relying on the Placement
Agent or any of its affiliates with respect to the accuracy or completeness of the Offering Materials or for any
economic considerations involved in this investment.

                                                          7
6. CERTAIN COVENANTS AND AGREEMENTS OF THE COMPANY.

The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows:

A. To advise the Placement Agent and the Investor of any material adverse change in the Company's financial
condition, prospects or business or of any development materially affecting the Company or rendering untrue or
misleading any material statement in the Offering Materials occurring at any time as soon as the Company is either
informed or becomes aware thereof.

B. To use its commercially reasonable efforts to cause the Common Stock issuable in connection with the
Standby Equity Distribution Agreement to be qualified or registered for sale on terms consistent with those stated
in the Registration Rights Agreement and under the securities laws of such jurisdictions as the Placement Agent
and the Investor shall reasonably request. Qualification, registration and exemption charges and fees shall be at
the sole cost and expense of the Company.

C. Upon written request, to provide and continue to provide the Placement Agent and the Investor copies of all
quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company,
other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the
Company's stockholders.

D. To deliver, during the registration period of the Standby Equity Distribution Agreement, to the Investor upon
the Investor's request, within forty five (45) days, a statement of its income for each such quarterly period, and its
balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in
reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close
of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a
statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet,
statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable
detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial
statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at
the time that such documents, reports and information are furnished to its stockholders.

E. To comply with the terms of the Offering Materials.

F. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates
be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would
be available in an "arm's length" transaction with an independent third party.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY.

A. The Company hereby agrees that it will indemnify and hold the Placement Agent

                                                            8
and each officer, director, shareholder, employee or representative of the Placement Agent and each person
controlling, controlled by or under common control with the Placement Agent within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act or the SEC's Rules and Regulations promulgated
thereunder (the "RULES AND REGULATIONS"), harmless from and against any and all loss, claim, damage,
liability, cost or expense whatsoever (including, but not limited to, any and all reasonable legal fees and other
expenses and disbursements incurred in connection with investigating, preparing to defend or defending any
action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim
whatsoever or in appearing or preparing for appearance as a witness in any action, suit or proceeding, including
any inquiry, investigation or pretrial proceeding such as a deposition) to which the Placement Agent or such
indemnified person of the Placement Agent may become subject under the 1933 Act, the 1934 Act, the Rules
and Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based
upon (i) any untrue statement or alleged untrue statement of a material fact contained in (a) Section 4 of this
Agreement, (b) the Offering Materials (except those written statements relating to the Placement Agent given by
the Placement Agent for inclusion therein), (c) any application or other document or written communication
executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in
order to qualify the Common Stock under the securities laws thereof, or any state securities commission or
agency; (ii) the omission or alleged omission from documents described in clauses (a), (b) or (c) above of a
material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) the
breach of any representation, warranty, covenant or agreement made by the Company in this Agreement. The
Company further agrees that upon demand by an indemnified person, at any time or from time to time, it will
promptly reimburse such indemnified person for any loss, claim, damage, liability, cost or expense actually and
reasonably paid by the indemnified person as to which the Company has indemnified such person pursuant
hereto. Notwithstanding the foregoing provisions of this Paragraph 7(A), any such payment or reimbursement by
the Company of fees, expenses or disbursements incurred by an indemnified person in any proceeding in which a
final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered
against the Placement Agent or such indemnified person based upon specific finding of fact that the Placement
Agent or such indemnified person's gross negligence or willful misfeasance will be promptly repaid to the
Company.

B. The Placement Agent hereby agrees that it will indemnify and hold the Company and each officer, director,
shareholder, employee or representative of the Company, and each person controlling, controlled by or under
common control with the Company within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations, harmless from and
against any and all loss, claim, damage, liability, cost or expense whatsoever (including, but not limited to, any and
all reasonable legal fees and other expenses and disbursements incurred in connection with investigating,
preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation,
commenced or threatened, or any claim whatsoever or in appearing or preparing for appearance as a witness in
any action, suit or proceeding, including any inquiry, investigation or pretrial proceeding such as a deposition) to
which the Company or such indemnified person of the Company may become subject under the 1933 Act, the
1934 Act, the Rules and Regulations, or any other federal or state law or regulation, common law or otherwise,
arising out of or based upon (i) the material breach of any representation, warranty, covenant or agreement made
by the Placement Agent in this Agreement, or (ii) any false or misleading information provided to the Company in
writing by

                                                          9
one of the Placement Agent's indemnified persons specifically for inclusion in the Offering Materials.

C. The Investor hereby agrees that it will indemnify and hold the Placement Agent and each officer, director,
shareholder, employee or representative of the Placement Agent, and each person controlling, controlled by or
under common control with the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act or the Rules and Regulations, harmless from and against any and all loss, claim, damage, liability,
cost or expense whatsoever (including, but not limited to, any and all reasonable legal fees and other expenses
and disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or
proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever or in
appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry,
investigation or pretrial proceeding such as a deposition) to which the Placement Agent or such indemnified
person of the Placement Agent may become subject under the 1933 Act, the 1934 Act, the Rules and
Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based
upon (i) the conduct of the Investor or its officers, employees or representatives in its acting as the Investor for
the Offering, (ii) the material breach of any representation, warranty, covenant or agreement made by the Investor
in the Offering Materials, or (iii) any false or misleading information provided to the Placement Agent by one of
the Investor's indemnified persons.

D. The Placement Agent hereby agrees that it will indemnify and hold the Investor and each officer, director,
shareholder, employee or representative of the Investor, and each person controlling, controlled by or under
common control with the Investor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act or the Rules and Regulations, harmless from and against any and all loss, claim, damage, liability, cost or
expense whatsoever (including, but not limited to, any and all reasonable legal fees and other expenses and
disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or
proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever or in
appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry,
investigation or pretrial proceeding such as a deposition) to which the Investor or such indemnified person of the
Investor may become subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any other federal
or state law or regulation, common law or otherwise, arising out of or based upon the material breach of any
representation, warranty, covenant or agreement made by the Placement Agent in this Agreement.

E. Promptly after receipt by an indemnified party of notice of commencement of any action covered by Section 7
(A), (B), (C) or (D), the party to be indemnified shall, within five (5) business days, notify the indemnifying party
of the commencement thereof; the omission by one (1) indemnified party to so notify the indemnifying party shall
not relieve the indemnifying party of its obligation to indemnify any other indemnified party that has given such
notice and shall not relieve the indemnifying party of any liability outside of this indemnification if not materially
prejudiced thereby. In the event that any action is brought against the indemnified party, the indemnifying party
will be entitled to participate therein and, to the extent it may desire, to assume and control the defense thereof
with counsel chosen by it which is reasonably acceptable to the indemnified party. After notice from

                                                         10
the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying
party will not be liable to such indemnified party under such Section 7(A), (B), (C), or (D) for any legal or other
expenses subsequently incurred by such indemnified party in connection with the defense thereof, but the
indemnified party may, at its own expense, participate in such defense by counsel chosen by it, without, however,
impairing the indemnifying party's control of the defense. Subject to the proviso of this sentence and
notwithstanding any other statement to the contrary contained herein, the indemnified party or parties shall have
the right to choose its or their own counsel and control the defense of any action, all at the expense of the
indemnifying party if (i) the employment of such counsel shall have been authorized in writing by the indemnifying
party in connection with the defense of such action at the expense of the indemnifying party, or (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to such indemnified party to have
charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii)
such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or
them which are different from or additional to those available to one or all of the indemnifying parties (in which
case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the
indemnified party or parties), in any of which events such fees and expenses of one additional counsel shall be
borne by the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any
one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstance, be liable for the reasonable fees and expenses of more than one separate firm
of attorneys at any time for all such indemnified parties. No settlement of any action or proceeding against an
indemnified party shall be made without the consent of the indemnifying party.

F. In order to provide for just and equitable contribution in circumstances in which the indemnification provided
for in Section 7(A) or 7(B) is due in accordance with its terms but is for any reason held by a court to be
unavailable on grounds of policy or otherwise, the Company and the Placement Agent shall contribute to the
aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in
connection with the investigation or defense of same) which the other may incur in such proportion so that the
Placement Agent shall be responsible for such percent of the aggregate of such losses, claims, damages and
liabilities as shall equal the percentage of the gross proceeds paid to the Placement Agent and the Company shall
be responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation within the
meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section 7(F), any person controlling, controlled by or
under common control with the Placement Agent, or any partner, director, officer, employee, representative or
any agent of any thereof, shall have the same rights to contribution as the Placement Agent and each person
controlling, controlled by or under common control with the Company within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act and each officer of the Company and each director of the Company
shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a
claim for contribution may be made against the other party under this Section
7(D), notify such party from whom contribution may be sought, but the omission to so notify such party shall not
relieve the party from whom contribution may be sought from any obligation they may have

                                                        11
hereunder or otherwise if the party from whom contribution may be sought is not materially prejudiced thereby.

G. The indemnity and contribution agreements contained in this
Section 7 shall remain operative and in full force and effect regardless of any investigation made by or on behalf
of any indemnified person or any termination of this Agreement.

H. The Company hereby waives, to the fullest extent permitted by law, any right to or claim of any punitive,
exemplary, incidental, indirect, special, consequential or other damages (including, without limitation, loss of
profits) against the Placement Agent and each officer, director, shareholder, employee or representative of the
placement agent and each person controlling, controlled by or under common control with the Placement Agent
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations
arising out of any cause whatsoever (whether such cause be based in contract, negligence, strict liability, other
tort or otherwise). Notwithstanding anything to the contrary contained herein, the aggregate liability of the
Placement Agent and each officer, director, shareholder, employee or representative of the Placement Agent and
each person controlling, controlled by or under common control with the Placement Agent within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations shall not exceed the
compensation received by the Placement Agent pursuant to Section 2 hereof. This limitation of liability shall apply
regardless of the cause of action, whether contract, tort (including, without limitation, negligence) or breach of
statute or any other legal or equitable obligation.

8. PAYMENT OF EXPENSES.

The Company hereby agrees to bear all of the expenses in connection with the Offering, including, but not limited
to the following: filing fees, printing and duplicating costs, advertisements, postage and mailing expenses with
respect to the transmission of Offering Materials, registrar and transfer agent fees, escrow agent fees and
expenses, fees of the Company's counsel and accountants, issue and transfer taxes, if any.

9. CONDITIONS OF CLOSING.

The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent
hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and
the Investor herein as of the date hereof and as of the Date of Closing (the "CLOSING DATE") with respect to
the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the
accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the
provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its
covenants and obligations hereunder and to the following further conditions:

A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the
Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date
thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the
Placement Agent.

B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents,
certificates and opinions as it may reasonably require for the

                                                        12
purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering
Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations,
warranties or conditions herein contained.

C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a
prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company
from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no
transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase
Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering
Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company
shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a
waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the
Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials)
or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have
been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent
or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been
pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law
or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened
before or by any court or federal or state commission, board or other administrative agency, domestic or foreign,
wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or
financial condition or income of the Company, except as set forth in the Offering Materials.

D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed
by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the
conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the
representations and warranties of the Company set forth herein are true and correct.

E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of
payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its
terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement
Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of
the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

10. TERMINATION.

This Agreement shall be co-terminus with, and terminate upon the same terms and conditions as those set forth in,
the Standby Equity Distribution Agreement. The rights of the Investor and the obligations of the Company under
the Registration Rights Agreement, and the rights of the Placement Agent and the obligations of the Company
shall survive the termination of this Agreement unabridged.

                                                         13
11. MISCELLANEOUS.

A. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an
original, but all which shall be deemed to be one and the same instrument.

B. Any notice required or permitted to be given hereunder shall be given in writing and shall be deemed effective
when deposited in the United States mail, postage prepaid, or when received if personally delivered or faxed
(upon confirmation of receipt received by the sending party), addressed as follows to such other address of
which written notice is given to the others):

                  If to Placement Agent, to:          Newbridge Securities Corporation
                                                      1451 Cypress Creek Road, Suite 204
                                                      Fort Lauderdale, FL 33309
                                                      Attention: Doug Aguililla
                                                      Telephone: (954) 334-3450
                                                      Facsimile: (954) 229-9937

                  If to the Company, to:              Medical Staffing Solutions, Inc.
                                                      8150 Leesburg Pike - Suite 1200
                                                      Vienna, VA   22182
                                                      Attention: Dr. B. B. Sahay
                                                      Telephone: (703) 641-8890
                                                      Facsimile: (703) 641-8949

                  With a copy to:                     Kirkpatrick & Lockhart LLP
                                                      201 South Biscayne Boulevard - Suite 2000
                                                      Miami, FL 33131-2399
                                                      Attention: Clayton E. Parker, Esq.
                                                      Telephone: (305) 539-3300
                                                      Facsimile: (305) 358-7095

           If to the Investor:                        Cornell Capital Partners, LP
                                                      101 Hudson Street - Suite 3606
                                                      Jersey City, NJ 07302
                                                      Attention: Mark A. Angelo
                                                                 Portfolio Manager
                                                      Telephone: (201) 985-8300
                                                      Facsimile: (201) 985-8266

           With Copies to:                            Butler Gonzalez LLP
                                                      1416 Morris Avenue - Suite 207
                                                      Union, NJ 07083
                                                      Attention: David Gonzalez, Esq.
                                                      Facsimile: (908) 810-0973




                                                       14
C. This Agreement shall be governed by and construed in all respects under the laws of the State of Nevada,
without reference to its conflict of laws rules or principles. Any suit, action, proceeding or litigation arising out of
or relating to this Agreement shall be brought and prosecuted in such federal or state court or courts located
within the State of New Jersey as provided by law. The parties hereby irrevocably and unconditionally consent to
the jurisdiction of each such court or courts located within the State of New Jersey and to service of process by
registered or certified mail, return receipt requested, or by any other manner provided by applicable law, and
hereby irrevocably and unconditionally waive any right to claim that any suit, action, proceeding or litigation so
commenced has been commenced in an inconvenient forum.

D. This Agreement and the other agreements referenced herein contain the entire understanding between the
parties hereto and may not be modified or amended except by a writing duly signed by the party against whom
enforcement of the modification or amendment is sought.

E. If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision of this Agreement.

                      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

                                       COMPANY:
                             MEDICAL STAFFING SOLUTIONS, INC.

                                       By:      /S/ B. B. SAHAY
                                          ---------------------
                                       Name:    Dr. B. B. Sahay
                                       Title:   President




                                  PLACEMENT AGENT:
                           NEWBRIDGE SECURITIES CORPORATION

                                      By:       /S/ GUY S. AMICO
                                      Name:     Guy S. Amico
                                      Title:    President




                                         INVESTOR:
                                CORNELL CAPITAL PARTNERS, LP

                                 BY: YORKVILLE ADVISORS, LLC
                                      ITS: GENERAL PARTNER

                                     By:       /S/ MARK A. ANGELO
                                     Name:     Mark A. Angelo
                                     Title:    Portfolio Manager
                                                EXHIBIT 10.14

                                 COMMONWEALTH OF PENNSYLVANIA
                                 DEPARTMENT OF GENERAL SERVICES
                                       BUREAU OF PURCHASE
                                 ROOM 414, NORTH OFFICE BUILDING
                                       HARRISBURG PA 17125

5 February 2004

TeleScience International Inc.
Attn: [Richard E. Meccarielli]
8150 Lessburg Pike
Suite 1200
Vienna VA 22182

SUBJECT: Contract Renewal
Renewal of Contract: #2550-09 "Personal Protection Equipment PPE)"


                                                 (4600005189)

Term of Renewal: July 1, 2004 thru June 30, 2005 Amount of Security: None
Renewal Security Required: Yes |_| No |X|

Mr. Sakowitz:

Per the terms of the original Invitation-For-Bid the Commonwealth is interested in exercising t the Option to
Renew clause contained within the referenced Contract. The clause states: "The contract(s) or any part of the e
contract(s) may be renewed, for an additional one (1) year(s) term by mutual agreement between the
Commonwealth and the Contract(s). If the Contract(s) is/are renewed the same terms and conditions shall
apply."

We are therefore, requesting your concurrence as to the renewal of the above referenced Contract. If you agree
to the renewal, please indicate below by checking the "Yes" block at the bottom of this letter and signing where
indicated.

If there is an "X" in the "Yes" box above at "Renewal Security Required" you will receive a separate letter from
our Security Officer requesting the required Security, Do not forward any security until requested to do to by our
Security Officer.

Please complete the bottom section of this letter and fax a copy to us at (717) 783-6241 to be received by us no
later than close of business 26 February 2004. Thank you for your immediate response. Should you have any
questions, you may contact me at 717-787-4103.

Sincerely,

Richard R. Woodworth

I agree to the renewal of the above referenced Contract for the above stated Term of Renewal. All terms,
conditions and prices shall remain the same as in the current contract.

Yes |X| No |_|

Signature [/s/ Richard E. Meccarielli]                   Company Name [/s/ Telescience International, Inc.]
          ----------------------------------                          -------------------------------------

Printed Name [Richard E. Meccarielli                     Title [UP Technology Division]
              ------------------------------                   ------------------------
(PERSON SIGNING THIS RENEWAL AGREEMENT MUST HAVE THE POWER TO BIND THEIR
COMPANY BY THEIR SIGNATURE.)
                                                 EXHIBIT 10.15

                                                 February 23, 2004

Mr. Alan McAdams
Director
Mobile Healthcare Solutions, Inc.
124A East Broad Street
Falls Church, VA 22046

Re: Strategic Alliance

Dear Alan:

Further to our recent meeting and discussions, this memorandum of understanding sets forth the principal areas o
(pound) our strategic alliance in order to pursue select opportunities jointly. To that end, each of Telescience
International, Inc. ("TII") and Mobile Healthcare Solutions, Inc, ("MHS") hereby agree as follows:

1. TII and MHS will utilize the disabled veteran owned Management and Technology Solutions, Inc. ("MTS") as
a partner for joint bidding on select projects where .it makes strategic sense to do so.

2. MHS will look to TII to provide staffing for various hospitals with which it has relationships.

3. TII and MHS will explore a possible strategic investment by TII into MHS and/or a possible business
combination between the two companies.

4. TII and MHS will each keep all information disclosed to the other confidential except as required by law or
legal process.

5. TII and MHS will issue a joint press release announcing this strategic alliance with the wording of such release
acceptable to both parties.

We look forward to working together

Sincerely,


                                              B.B. Sahay, President

AGREED TO:

MOBILE HEALTHCARE SOLUTIONS, INC,

By:

Its:
                                                    EXHIBIT 10.16(A)
                                                                           ------------------------------
                                                                                    ORIGINAL
                                                                                    PURCHASE ORDER NO. 45
                                                                                    PURCHASE ORDER DATE:
                                                                           ------------------------------
                                                                           ------------------------------
                                                                            Purchasing Agent:
                                                                            Name: Richard Woodworth
                                                                            Phone: 717-787-4103
                                                                            Fax: 717-783-6241
                                                                            E-mail: rwoodworth@state.pa.u
                                                                            Valid from/to: 09/01/2003
---------------------------------------------------------------------------------------------------------
Your vendor number with us: 176710                                          Please Deliver To:
--------------------------------------------------------------------------
Vendor Name/Address:
TELESCIENCE INTERNATIONAL INC                                                          *** TBD AT TIME OF
8150 LEESBURG PIKE STE 1200
VIENNA, VA 22182-2714                                                                      *** UNLESS SPE




Vendor Fax Number: 703-641-8949
---------------------------------------------------------------------------------------------------------
Your Quotation:                                        Date:                Payment Terms: NET 30
Collective No:
Our Quotation:
---------------------------------------------------------------------------------------------------------
The Commonwealth of Pennsylvania, through the Department of General Services, accepts the submission of
the awarded item(s) at the price(s) set forth below in accordance with: 1) the RFQ submitted by the Bidd
the documents attached to this Contract or incorporated by reference, if any, and 3) the contract terms
the website address at www.dgs.state.pa.us for this type of Contract as of the date of the RFQ, if any,
this Contract, all of which, as appropriate, are incorporated herein by reference. When the Bidder/Con
from a Commonwealth agency, the order constitutes the Bidder/Contractor's authority to furnish the it
time(s) and place(s) specified in the order. RFQ, as used herein, means Request for Quotations, Invitat
for Proposals, as appropriate.
---------------------------------------------------------------------------------------------------------
      Item                Description                     Quantity          UOM         Price           P
                     Material/Service No.
---------------------------------------------------------------------------------------------------------
      00010          Decon Equip Acc-SWEDE
---------------------------------------------------------------------------------------------------------
      00020          Decon Equip Tents& Trailers - SWEDE

 ................................................. SUPPLEMENTAL INFORMATION .............................




         NO FURTHER INFORMATION FOR THIS CONTRACT




---------------------------------------------------------------------------------------------------------
                                                                                                   Curren
                                                                                                   ------

                                                                                                   ------

---------------------------------------------------------------------------------------------------------
                                                        EXHIBIT 10.16 (B)
                                                                            -------------------------------
                                                                                  REPRINT
                                                                                  PURCHASE ORDER No. 450009
                                                                                  PURCHASE ORDER DATE: 12/1
                                                                            -------------------------------
                                                                             Please Deliver To:
                                                                             DPW Selinsgrove Center
                                                                             1000 US Highway 522
-----------------------------------------------------------------------      Selinsgrove, PA 17870
Your vendor number with us: 176710
-----------------------------------------------------------------------
Vendor Name/Address:                                                        -------------------------------
TELESCIENCE INTERNATIONAL INC                                                Please Bill To:
8150 LEESBURG PIKE STE 1200                                                  Commonwealth of Pennsylvania
VIENNA, VA 22182-2714                                                        DPW Selinsgrove Center
                                                                             PHHS Comptroller Officer
                                                                             P.O. Box 2675
Vendor Fax Number: 703-641-8949                                              Harrisburg, Pennsylvania 17105
-----------------------------------------------------------------------
Purchaser:                                                                -------------------------------
Name: Rose Heller                                                          Payment Terms: NET 30
Phone: 570-372-5671
Fax: 570-372-5675
E-mail: roheller@state.pa.us
---------------------------------------------------------------------------------------------------------
This Purchase Order constitutes the Contractors authority to deliver the item(s) listed below at the
accordance with: 1) the RFQ, if any, related to this Purchase Order; 2) the Contract, if any, related to
documents attached to this Purchase Order or incorporated by reference, if any; and 4) the contract ter
the website address at www.dgs.state.pa.us for this type of Purchase Order, all of which, as approp
reference herein. RFQ, as used herein, means Request for Quotations, Invitation for Bids, Invitation
Proposals, as appropriate.
---------------------------------------------------------------------------------------------------------
      Item           Material/Service        Qty               UOM        Delivery Date        Price
                       Description
---------------------------------------------------------------------------------------------------------
      00010                               1,050,000             H           12/10/2003         55.00
          PHARMACIST
          Rel. ord. Against contract 4700002944 Item 00010
Item Text
          December 3, 2003 THROUGH JUNE 30, 2004

 ............................................ GENERAL REQUIREMENTS FOR ALL ITEMS ........................

READER TEXT
         REFERENCE: CN00005434
         *** NO FURTHER INFORMATION FOR THIS PO***




---------------------------------------------------------------------------------------------------------
Quotation #:

Quotation Date:


---------------------------------------------------------------------------------------------------------
                                                      EXHIBIT 10.16(C)
                                                                            -------------------------------
                                                                                     ORIGINAL
                                                                                     PURCHASE ORDER NO. 450
                                                                                     PURCHASE ORDER DATE:
                                                                            -------------------------------
                                                                             Please Deliver To:
                                                                             CORR SCI Camp Hill
                                                                             2500 Lisburn Road
                                                                             Camp Hill PA 17001-8837
-------------------------------------------------------------------------
Your vendor number with us: 176710
-------------------------------------------------------------------------
Vendor Name/Address:
                                                                            -------------------------------
TELESCIENCE INTERNATIONAL INC                                                Please Bill To:
8150 LEESBURG PIKE STE 1200                                                  Commonwealth of Pennsylvania
VIENNA, VA 22182-2714                                                        CORR SCI Camp Hill
                                                                             PP&R Comptroller Office
                                                                             P.O. Box 8005
Vendor Fax Number: 703-641-8949                                              Harrisburg, Pennsylvania 17105
-------------------------------------------------------------------------
Purchaser:
                                                                          -------------------------------
Name: Delores Stephens                                                     Payment Terms: NET 30
Phone: 717-737-4531
Fax: 717-975-2245
E-mail: destephens@state.pa.us
---------------------------------------------------------------------------------------------------------
This Purchase Order constitutes the Contractors authority to deliver the item(s) listed below at the p
accordance with: 1) the RFQ if any, related to this Purchase Order; 2) the Contract, if any, related to t
documents attached to this Purchase Order or incorporated by reference, if any; and 4) the contract term
the website address at www.dgs.state.pa.us for this type of Purchase Order, all of which, as appropr
reference herein. RFQ, as used herein, means Request for Quotations, Invitation for Bids, Invitation
Proposals, as appropriate.

---------------------------------------------------------------------------------------------------------
      Item          Material/Service       Qty                UOM         Delivery Date        Price
                      Description
---------------------------------------------------------------------------------------------------------
      00010          Service Item           1                  AU           07/01/2003       47,304.00
            LPN Weekday
THE ITEM COVERS THE FOLLOWING SERVICES:
Activity: 3100628 NURSE, SUPPLEMENTAL
                                        1,752,000              H                               27.00
.........................................................................................................

      00020         Service Item              1                     AU        07/01/2003       34,944.00
           LPN Weekday
THE ITEM COVERS THE FOLLOWING SERVICES:
Activity: 3100628 NURSE, SUPPLEMENTAL
                                          1,248,000                 H                            28.00

 ............................................. GENERAL REQUIREMENTS FOR ALL ITEMS .......................

READER TEXT
         To Provide temporary nursing services

         Payment will be made upon submission of time slips approved by the institution.

         Receipt of the PO id to be considered the Notice to Proceed
         *** NO FURTHER INFORMATION FOR THIS PO***

---------------------------------------------------------------------------------------------------------
Quotation #:

Quotation Date:


---------------------------------------------------------------------------------------------------------
                                                 EXHIBIT 10.17

                               APPROVED BY THE ATTORNEY GENERAL


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

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

-------------------------------------------- --------------------------------
TITLE OF OFFICER ACTING FOR STATE            AGENCY
Institution Medical Contracts Section        Department of Corrections,       hereafter called the State,
CONTRACTOR'S NAME
-------------------------------------------- --------------------------------
TELESCIENCE INTERNATIONAL, INC., DBA,                                         hereafter called the Contra
     TELESCIENCE MEDICAL SYSTEMS
-----------------------------------------------------------------------------




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

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

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

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

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

The estimated contract amount shall not exceed FOURTEEN MILLION FOUR HUNDRED NINETY TWO
THOUSAND NINE HUNDRED TWENTY FIVE DOLLARS ($14,492,925.00). The State makes no
commitment, written or implied, as to the total amount to be expended during the term of this agreement.
CONTINUED ON                    40     SHEETS, EACH BEARING NAME OF CONTRACTOR AND CONTRACT NUMBER.
=========================================================================================================
The provisions, on the reverse side hereof constitute a part of this agreement.
IN WITNESS WHEREOF, this agreement has been executed by the parties hereto, upon the date first above wri
=========================================================================================================
                 STATE OF CALIFORNIA                                         CONTRACTOR
------------------------------------------------ --------------------------------------------------------
AGENCY                                           CONTRACTOR (if other than an individual, state whether a
                                                 partnership, etc.)

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




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

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

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

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

5. Time is of the essence in this agreement.

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

7. The consideration to be paid Contractor, as , provided herein, shall be in compensation for all of Contractor's
expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so
provided.
=========================================================================================================
AMOUNT ENCUMBERED BY THIS                PROGRAM/CATEGORY (CODE AND TITLE)                       FUND TITL
DOCUMENT                                 99-Clearing Account                                     General F
                                        -----------------------------------------------------------------
$0                                       (OPTIONAL USE)
----------------------------------------
PRIOR AMOUNT ENCUMBERED FOR              Various
                                        -----------------------------------------------------------------
THIS CONTRACT                            ITEM                                 CHAPTER         STATUTE
                                                                              157             2003
                                                                              Pending         2004
                                                                              Pending         2005
                                         5240-001-0001-Various                Pending         2006
----------------------------------------
TOTAL AMOUNT ENCUMBERED TO
                                        -----------------------------------------------------------------
DATE                                     OBJECT OF EXPENDITURE (CODE AND TITLE)
$0
---------------------------------------------------------------------------------------------------------
I hereby certify upon my own personal knowledge that budgeted funds are available     T.B.A. NO.       B.R
for the period and purpose of the expenditure stated above.
---------------------------------------------------------------------------------------------------------
SIGNATURE OF ACCOUNTING OFFICER                                                                  DATE
X
=========================================================================================================




                                                  HIERARCHY CHART

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




                                         STATE OF CALIFORNIA
                                     DEPARTMENT OF CORRECTIONS

                                              SCOPE OF SERVICES

                   TEMPORARY RELIEF PSYCHIATRIC TECHNICIAN SERVICES

                                          CONTRACT NO. ICM03232

INTRODUCTION/SERVICES

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

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

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

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

INMATE HEALTH CARE

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

DUTIES/PERFORMANCE

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

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

2. Conduct daily clinical rounds and monitoring of inmates/patients with signs and symptoms of mental illness.
3. Under general supervision, performs psychiatric nursing procedures such as administering medications and
treatments, including, hypodermic injections, urinary catheterizations, enemas and taking and charting
temperature, pulse, blood pressure and respiration.

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

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

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

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

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

9. Gives first aid as needed.

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

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

HOURS OF OPERATION

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

REQUEST FOR SERVICE

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

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

When requesting services, CDC shall inform the Contractor of 1) the duration of services, 2) the number of
Psychiatric Technician's required, and 3) the shift assignment(s). The Contractor must be able to provide
Psychiatric Technician(s) who will work a regular work schedule of eight (8), ten (10) or twelve (12) hours per
day. If the needs of the Institution are for a shift greater than eight (8) hours (i.e., 10 or 12 hours), the Contractor
shall provide sufficient personnel to cover the requested shift. The Contractor may use multiple staff to cover any
shift greater than eight (8) hours in order to avoid the payment of overtime. Any overtime related to this coverage
shall be paid for by the Contractor. If the duration of services must be extended, CDC shall make every attempt
to notify the Contractor not less than seventy-two (72) hours before the end of the current service period. The
Institution's HCM/CMO, Chief Psychiatrist or designee shall document the request in writing.
CDC may cancel or change the Psychiatric Technician(s) assignments by telephone, without incurring any liability,
up to eight (8) hours before a scheduled reporting time. If CDC cancels or changes a requested assignment less
than eight (8) hours before a scheduled, reporting time, and referred personnel reports as scheduled, CDC shall
pay staff for half the hours staff would have worked at the daily 2nd Shift rate.

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

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

SCHEDULING

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

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

1. The duration of services,

2. The number of Psychiatric Technicians required, and

3. The shift assignment(s).

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

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

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

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

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

HOLIDAY PAY RATE ALLOWANCES

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

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

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

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

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

FAILURE TO PERFORM

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

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

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

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

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

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

1. Resume

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

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

4. Tuberculosis Clearance.

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

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

PERSONNEL

The institutions shall approve in advance all required personnel assigned to the contract. If any employee of the
Contractor is unable to perform due to illness, resignation, or factors beyond the Contractor's control, the
Contractor shall immediately submit qualifications of proposed substitute personnel to the Institution for approval.
Failure to do so may be cause for termination of this contract.
Personnel referred through this contract must be proficient in the English language: be able to speak fluently,
understand oral and written communications, and write effectively in the English language. Any personnel referred
who fails to meet the minimum qualifications shall not be permitted to perform service. The HCM/CMO, Chief
Psychiatrist or designee shall state in writing the reason(s) the referred personnel does not meet minimum
qualifications. CDC shall not pay the Contractor for any hours worked by the referred personnel.

CONTRACT LIAISON

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

CONTRACT OR'S RESPONSIBILITIES

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

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

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

1. Name of person contacted and date

2. Name of previous facility/areas/units worked

3. Length of employment, and

4. Rehire status

CDC ORIENTATION/TRAINING

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

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

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

3. Infection Control

4. OSHA regulations relating to Bloodborne Pathogen:

5. CDC Tuberculosis (TB) Exposure Control Plan
6. Patient/Personal Safety relating to fire, electrical, disaster preparedness, hazardous material, equipment safety
and management, Proposition 65/"Employee Right to Know," Advanced Directives and Patients Rights

7. Inmate security policies and procedures

8. Reporting for beginning/ending of shift assignment

9. Rules governing overtime

10. Uniform or dress code

11. Reporting of personal illness

12. Reporting of industrial illness or injury

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

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

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

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

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

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

INSPECTIONS

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

DEPARTMENT OF CORRECTIONS CONTACT INFORMATION

Should questions or problems arise during the term of this contract, the Contractor should contact the following
offices:
SCOPE OF SERVICES/PERFORMANCE ISSUES

                                              Refer to Attachment D

BILLING PAYMENT ISSUES:

                                              Refer to Attachment E

GENERAL CONTRACT ISSUES:

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

SECURITY REGULATIONS

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

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

No picketing is allowed on State property.

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

CLOTHING/ATTIRE

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

GATE CLEARANCE

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

Gate clearance may be denied for the following reasons individual's presence in the institution presents a serious
threat to security, individual has been charged with a serious crime committed on institution property, inadequate
information is available to establish positive identity of prospective individual, arid/or deliberate falsification of
identity by the prospective individual.
The Contractor must notify the State of any changes of those personnel allowed access to State premises for the
purpose of providing services outlined herein. The State reserves the right to conduct fingerprinting and clearance
of all Contract personnel through the Department of Justice, Bureau of Criminal Identification and Information
prior to being permitted access to the premises.

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

VEHICLES, PARKING AND SITE ACCESS

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

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

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

INSPECTIONS

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

INVOICING REQUIREMENTS

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

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

2. CDC institution;

3. Type of service;

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

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

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

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

8. All required worksheets and recaps.
Telescience International, Inc., DBA Attachment B Telescience Medical Systems

                                        STATE OF CALIFORNIA
                                    DEPARTMENT OF CORRECTIONS

                            GENERAL GENERALTERMS AND CONDITIONS

                   TEMPORARY/RELIEF PSYCHIATRIC TECHNICIAN SERVICES

                                          CONTRACT NO. ICM03232

INVOICING AND PAYMENT

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

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

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

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

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

ACCOUNTING PRINCIPLES

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

AUDITS

The State or any of its duly authorized representatives will perform periodic financial and operational reviews to
determine compliance with contract provisions and shall have access and right to examine, audit, excerpt, or
transcribe any books, documents, papers and records of the Contractor, which in the opinion of the State may be
related or pertinent to the contract.
The contracting parties shall be subject to the examination and audit of the State Auditor for a period of three (3)
years after final payment under the contract (Government Code Section 8546.7). The examination and audit shall
be confined to those matters connected with the performance of the contract, including, but not limited to, the
costs of administering the contract.

MINIMUM WAGE

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

WORKERS' COMPENSATION

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

LICENSES AND PERMITS

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

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

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

LIABILITY FOR NONCONFORMING WORK

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

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

CONTRACT VIOLATIONS

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

RIGHT TO TERMINATE

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

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

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

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

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

TEMPORARY NONPERFORMANCE

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

DISPUTE CLAUSE

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

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

NATIONAL LABOR RELATIONS BOARD CERTIFICATION

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

NONDISCRIMINATION CLAUSE

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

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

DRUG-FREE WORKPLACE CERTIFICATION

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

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

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

a. The dangers of drug abuse in the workplace;

b. The person's or organization's policy of maintaining a drug-free workplace;
c. Any available counseling, rehabilitation and employee assistance programs; and

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

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

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

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

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

STATEMENT OF COMPLIANCE

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

FORCED, CONVICT, AND INDENTURED LABOR

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

EMPLOYMENT OF EX-OFFENDERS

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

1. Ex-Offenders on active parole or probation;

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

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

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

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

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

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

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

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

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

AMENDMENTS

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

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

REPORTABLE PAYMENT IDENTIFICATION AND CLASSIFICATION REQUIREMENTS

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

INSURANCE REQUIREMENTS

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

COMMERCIAL GENERAL LIABILITY - Contractor agrees to carry a minimum of $1,000,000 per
occurrence for bodily injury and property damage liability combined. The' certificate of insurance must include the
following provisions:
    THE INSURER WILL NOT CANCEL THE INSURED'S COVERAGE WITHOUT 30 DAYS
                  PRIOR WRITTEN NOTICE TO THE STATE; AND

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

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

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

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

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

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

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

BACKGROUND CHECKS

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

NOTIFICATION OF PERSONNEL CHANGES

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

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

LIABILITY FOR LOSS AND DAMAGES

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

BLOODBORNE PATHOGENS

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

TUBERCULOSIS (TB) TESTING

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

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

DIGEST OF LAWS

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

1. Persons who are not employed by CDC, but are engaged in work at any institution/facility or camp must
observe and abide by all laws, rules and regulations governing the conduct of their behavior in associating with
prison inmates. Failure to comply with these guidelines may lead to expulsion from CDC institutions/facilities or
camps.
SOURCE: California Penal Code (PC) Sections 5054 and 5058; California Code of Regulations (CCR), Title
15, Sections 3285 and 3415

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SOURCE: CCR, Title 15, Section 3171 (b) (3)
10. Interviews with SPECIFIC INMATES are not permitted. Conspiring with an inmate to circumvent policy
and/or regulations constitutes a rule violation that may result in appropriate legal action.

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

INDEPENDENT CONTRACTOR

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

CORPORATE STATUS VERIFICATION

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

DISCLOSURE

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

ANTITRUST CLAIMS

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

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

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

RECYCLE CONTENT

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

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

HIRING CONSIDERATIONS

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

OFFSET CREDIT PARTICIPATION

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

CHILD SUPPORT COMPLIANCE ACT

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

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

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

UNION ORGANIZING

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

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

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

3) Contractor will not, for any business conducted under this agreement, use any state property to hold meetings
with employees or supervisors, if the purpose of such meetings is to assist, promote or deter union organizing,
unless the state property is equally available to the general public for holding meetings.
4) If Contractor incurs costs, or makes expenditures to assist, promote or deter union organizing, Contractor will
maintain records sufficient to show that no reimbursement from state funds has been sought for these costs, and
that Contractor shall provide those records to the Attorney General upon request.

UNION ACTIVITIES

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

AIR OR WATER POLLUTION VIOLATION

                               Under the State laws, the Contractor shall not be:

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

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

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

CONFLICT OF INTEREST

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

CONTRACTORS AND THEIR EMPLOYEES:

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

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

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

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

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

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

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

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

(a) Using an official position for private gain;

(a) Giving preferential treatment to any particular person;

(b) Losing independence or impartiality;

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

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

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

FORMER STATE EMPLOYEES:

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

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

In addition to the above, the Contractor shall avoid any conflict of interest whatsoever with respect to any
financial dealings, employment services, or opportunities offered to inmates or parolees. The Contractor shall not
itself employ or offer to employ inmates or parolees either directly, or indirectly through an affiliated company,
person or business unless specifically authorized in writing by the CDC. In addition, the Contractor shall not
(either directly, or indirectly through an affiliated company, person or business) engage in financial dealings with
inmates or parolees, except to the extent that such financial dealings create no actual or potential conflict of
interest, are available on the same terms to the general public, and have been approved in advance in writing by
the CDC. For the purposes of this paragraph, "affiliated
company, person or business" means any company, business, corporation, non-profit corporation, partnership,
limited partnership, sole proprietorship, or other person or business entity of any kind which has any ownership
or control interest whatsoever in the Contractor, or which is wholly or partially owned (more than 5% ownership)
or controlled (any percentage) by the Contractor or , by the Contractor's owners, officers, principals, directors
and/or shareholders, either directly or indirectly. "Affiliated companies, persons or businesses" include, but are
not limited to, subsidiary-, parent-, or sister- companies or corporations, and any company, corporation, non-
profit corporation, partnership, limited partnership, sole proprietorship, or other person or business entity of any
kind that is wholly- or partially- owned or controlled, either directly or indirectly, by the Contractor or by the
Contractor's owners, officers, principals, directors and/or shareholders.

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

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

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

Members of boards and commissions are exempt from this section if they do not receive payment other than
payment of each meeting of the board or commission, payment for preparatory time and payment for per diem.
Telescience International, Inc., DBA Attachment C Telescience Medical Systems

                                        STATE OF CALIFORNIA
                                    DEPARTMENT OF CORRECTIONS

                                                BID PROPOSAL

                   TEMPORARY/RELIEF PSYCHIATRIC TECHNICIAN SERVICES

                                     CONTRACT NUMBER ICM03232

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

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

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

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

       STREET ADDRESS:                                                   P.O. BOX:
       8150 Leesburg Pike No. 1200

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

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

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

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

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

       SIGNATURE OF AUTHORIZED REPRESENTATIVE:                           DATE:
       /s/ Christopher M. Wallace                                        /s/ 6 January 2004
Rates must be provided for all services listed on Attachment C-1. Failure to provide the required rates shall be
cause for rejection of your bid.

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

SMALL BUSINESS PREFERENCE.

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

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

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

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

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

1. The principal office is located in California

2. The officers are domiciled in California

3. The business is independently owned and operated

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

5. a. For Small Business, either:
1) The business, together with any affiliates, has 100 or fewer employees and averaged annual gross receipts of
$10,000,000 or less over the previous three years, or

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

b. For Micro Business, either:

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

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

PRIME CONTRACTOR NAME: __________________________________________

[ ] I am a small business enterprise.

My DGS reference number is: _____________________________________

[ ] I am a microbusiness enterprise.

My DGS reference number is: _____________________________________

[ ] I am a large business.

NOTE: FAILURE TO COMPLETE THIS SECTION WELL RESULT IN THE CLASSIFICATION
OF YOUR BUSINESS AS A LARGE BUSINESS.
Telescience International, Inc., DBA Attachment C-1 Telescience Medical Systems

                                        STATE OF CALIFORNIA
                                    DEPARTMENT OF CORRECTIONS

                   TEMPORARY/RELIEF PSYCHIATRIC TECHNICIAN SERVICES

                                                  RATE SHEET

                                          CONTRACT NO. ICM03232

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

---------------------------------------------------------------------------------------------------------
                                                      EST. NO.
           INSTITUTION               HOURLY           OF HOURS             TOTAL # OF                TOTA
                                      RATE               PER                 MONTHS                     P
                                                       MONTH.                                         BAS
---------------------------------------------------------------------------------------------------------
1.   PBSP                           $ 27.00    X         320        X          36          =           $3
---------------------------------------------------------------------------------------------------------
2.   CCC, HDSP                      $ 25.00    X         960        X          36          =           $8
---------------------------------------------------------------------------------------------------------
3.   DVI, MA, SCC                   $ 25.00    X        1,356       X          36          =          $1,
---------------------------------------------------------------------------------------------------------
4.   CMF, SOL                       $ 25.00    X         680        X          36          =           $6
---------------------------------------------------------------------------------------------------------
5.   FSP, SAC                       $ 25.00    X         839        X          36          =           $7
---------------------------------------------------------------------------------------------------------
6.   SQ                             $ 25.00    X         880        X          36          =           $7
---------------------------------------------------------------------------------------------------------
7.   CCWF, VSPW                     $ 25.00    X        1,008       X          36          =           $9
---------------------------------------------------------------------------------------------------------
8.   SVSP, CTF                      $ 26.00    X         480        X          36          =           $4
---------------------------------------------------------------------------------------------------------
9.   ASP, PVSP                      $ 26.00    X         696        X          36          =           $6
---------------------------------------------------------------------------------------------------------
10. COR, CSA                        $ 25.00    X         824        X          36          =           $7
---------------------------------------------------------------------------------------------------------
11. NKSP, WSP                       $ 26.00    X         280        X          36          =           $2
---------------------------------------------------------------------------------------------------------
12. CCI, LAC                        $ 25.00    X        1,528       X          36          =          $1,
---------------------------------------------------------------------------------------------------------
13. CMC                             $ 25.00    X         304        X          36          =           $2
---------------------------------------------------------------------------------------------------------
14. CIM, CIW, CRC                   $ 26.00    X         330        X          36          =           $3
---------------------------------------------------------------------------------------------------------
15. CAL, CEN                        $ 26.00    X         664        X          36          =           $6
---------------------------------------------------------------------------------------------------------
16. CVSP, ISP                       $ 26.00    X         150        X          36          =           $1
---------------------------------------------------------------------------------------------------------
17. RJD                             $ 21.00    X        1,600       X          36          =          $1,
---------------------------------------------------------------------------------------------------------
Contractor may offer a discount on invoices in order for the invoices to be paid within thirty (30) days of receipt.
Discount offered must be at least one-half of one percent and a minimum of $5.00.

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

In the event of a tie, absent other determining factors, the lowest responsible bid with the highest discount shall
prevail.
Telescience International, Inc., DBA
       Telescience Medical Systems

                                                  LIST OF PARTICIPATING INSTITUTIONS

-------------------------------------------------- ----------------------   ----------------------- -------
                                                      Estimated # Of
                    Institution                         Psychiatric                                 Estimat
                                                        Technicians              Shift Hours         Psychi
-------------------------------------------------- ----------------------   ----------------------- -------
Avenal State Prison (ASP)
1 Kings Way
Avenal, CA 92104                                             2                8:00 am - 4:00 pm
Lynda Holm Chase (559) 386-7426
-------------------------------------------------- ----------------------   ----------------------- -------
California Correctional Center (CCC)
711-045 Center Road
Susanville, CA 96127                                         2                7:00 am - 5:00 pm
Steve Jones (530) 257-2181 ext. 5182 or 1215
-------------------------------------------------- ----------------------   ----------------------- -------
California Correctional Institution (CCI)
End of Highway 202
Tehachapi, CA 93561                                          2                6:00 am - 2:00 pm
Pat Muro (661) 822-4402 ext. 3767
-------------------------------------------------- ----------------------   ----------------------- -------
California Institution for Men (CIM)
14901 South Central Avenue
Chino, CA 91710                                              1                  8:00 am 4:00pm
Melissa Herl (909) 597-1821 ext. 4231
-------------------------------------------------- ----------------------   ----------------------- -------
California Institution for Women (CIW)
16756 Chino-Corona Road
Frontera, CA 91720                                           2                7:00 am - 3:30 pm
Mildred Mason (909) 597-1771 ext. 4926
-------------------------------------------------- ----------------------   ----------------------- -------
California Medical Facility (CMF)
1600 California Drive
Vacaville, CA 95687                                          1                8:00 am - 4:00 pm
Jennifer Host (707) 453-7040
-------------------------------------------------- ----------------------   ----------------------- -------
California Men's Colony (CMC)                                                 6:30 am - 2:30 pm
Highway 1                                                                     7: 00 am - 3:00 pm
San Luis Obispo, CA 93409-8101                               2                8:00 am - 4:00 pm
Christine Aiderete (8055) 547-7911 or 547-7671                                2:00 pm - 10:00 pm
-------------------------------------------------- ----------------------   ----------------------- -------
California Rehabilitation Center (CRC)
5th Street & Western
Norco, CA 91760                                              2                7:00 am - 5:00 pm
Lynda Mixon (909) 737-2683 ext. 2102
-------------------------------------------------- ----------------------   ----------------------- -------
-------------------------------------------------- ----------------------   ----------------------- -------
                                                      Estimated # Of
                    Institution                         Psychiatric                                 Estimat
                                                        Technicians              Shift Hours         Psychi
-------------------------------------------------- ----------------------   ----------------------- -------
California State Prison - Corcoran (COR)
4001 King Avenue
Corcoran, CA 93212-8309                                      2                6:00 am - 6:00 pm
Anita Conklin (559) 992-8800 ext. 7992
-------------------------------------------------- ----------------------   ----------------------- -------
California State Prison, Los Angeles County (LAC)
44750 60th Street West                                                        6:00 am - 2:00 pm
Lancaster, CA 93536-7620                                   6 - 7              2:00 pm - 10:00 pm
Barry Dixon (661) 729=2000 ext. 7030                                          10:00 pm - 6:00 am
-------------------------------------------------- ----------------------   ----------------------- -------
California State Prison - Sacramento (SAC)
Prison Road                                                  3                7:00 am - 3:00 pm
Bill Johnson (916) 985-8610 ext. 5616
-------------------------------------------------- ----------------------   ----------------------- -------
California State Prison - San Quentin (SQ)
San Quentin, CA 94964                                        5                8:00 am - 5:00 pm
David Wigley HPC (415) 455-5067
-------------------------------------------------- ----------------------   ----------------------- -------
California State Prison - Solano -(SOL)
2100 Peabody Road
Vacaville, CA 95687                                          3                8:00 am - 11:00 pm
Rosa Deal (707) 451-0182 ext. 5718
-------------------------------------------------- ----------------------   ----------------------- -------
California Substance Abuse Treatment Facility
and State Prison at Corcoran (CSATF-CSA)
900 Quebec Avenue                                            3                7:00 am - 3:00 pm
Corcoran, CA 93212
Chief Medical Officer (559) 992-7194
-------------------------------------------------- ----------------------   ----------------------- -------
Calipatria State Prison (CAL)
8018 Blair Road
Calipatria, CA 92233                                         2                8:00 am - 5:00 pm
Vivian Mobley (760) 348-7000 ext. 5405
-------------------------------------------------- ----------------------   ----------------------- -------
Centinela State Prison (CIE-N)
2302 Brown Road
Imperial, CA 92251                                           2                7:00 am - 5-.00 pm
Charles Pickett (760) 337-7621 ,
-------------------------------------------------- ----------------------   ----------------------- -------
Central California Women's Facility (CCWF)
23370 Road 22
Chowchilla, CA 93610                                         3                8:00 am - 4:00 pm
Shay Shields (559) 665-5531 ext. 7012
-------------------------------------------------- ----------------------   ----------------------- -------
Chuckawalla Valley State Prison (CVSP)
19025 Wileys Well Road                                                        7:00 am - 6:00 pm
Blythe, CA 92225                                             2
John W. Culton (760) 922-9725
-------------------------------------------------- ----------------------   ----------------------- -------
Correctional Training Facility (CTF)
Highway 101 N                                                                 7:00 am - 3:00 pm
Soledad, CA 93960                                            1                        or
Adena Statzer (831) 678-3951 ext. 4150                                        10:00 am - 5:00 pm
-------------------------------------------------- ----------------------   ----------------------- -------
-------------------------------------------------- ----------------------   ----------------------- -------
                                                      Estimated # Of
                   Institution                          Psychiatric                                 Estimat
                                                        Technicians              Shift Hours         Psychi
-------------------------------------------------- ----------------------   ----------------------- -------
Deuel Vocational Institution (DVI)
23500 Kasson Road
Tracy, CA 95376                                              2                8:00 am - 4:00 pm
George Leiser (209) 835-4141 ext. 5820
-------------------------------------------------- ----------------------   ----------------------- -------
Folsom State Prison (FSP)
Prison Road                                                                   6:00 am - 2:00 pm
Represa, CA 95671                                            2                2:00 pm -10:00 pm
Cynthia Hallo RN, HPC (916) 608-3121
-------------------------------------------------- ----------------------   ----------------------- -------
High Desert State Prison (HDSP)
475-750 Rice Canyon Road                                                      6:00 am to 2:00 pm
Susanville, CA 96130                                         5               2:00 pm to 10:00 pm
Bill Murphy (530) 25105100 ext. 5400
-------------------------------------------------- ----------------------   ----------------------- -------
Ironwood State Prison (ISP)
19005 Wileys Wei! Road
Blythe, CA 92226
Chief Medical Officer (760) 921-3000 ext.                    3                8:00 am - 4:00 pm
6720
-------------------------------------------------- ----------------------   ----------------------- -------
Mule Creek State Prison (MC)
4001 Highway 104
lone, CA 95640                                               3                       Vary
Barbara Walters (209) 274-4911 ext. 6425
-------------------------------------------------- ----------------------   ----------------------- -------
North Kern State Prison-(N-K)
2737 West Cecil Avenue
Delano, CA 93215-0567                                        2                7:00 am - 5:00 pm
Robert Mekemson (661) 721-2345ext. 5917
-------------------------------------------------- ----------------------   ----------------------- -------
Pelican Bay State Prison (PB)
5905 Lake Earl Drive
Crescent City, CA 95531                                      2                 5:00 am -1:00 pm
Martha Mendez (707) 564-1000 ext. 7002
-------------------------------------------------- ----------------------   ----------------------- -------
Pleasant Valley State Prison (PVSP)
24863 West Jayne Avenue                                                       8:00 am - 4:00 pm
Coalinga, CA 93210                                           2                        Or
Martha Mendez (707) 465-1000 ext. 7002                                        7:00 am to 5:00 pm
-------------------------------------------------- ----------------------   ----------------------- -------
-------------------------------------------------- ----------------------   ----------------------- -------
                                                      Estimated # Of
                    Institution                         Psychiatric                                 Estimat
                                                        Technicians              Shift Hours         Psychi
-------------------------------------------------- ----------------------   ----------------------- -------
Richard J. Donovan Correctional Facility at Rock
Mountain (RJD)
480 Alta Road                                               10                6:00. am - 2:30 pm
San Diego, CA 92179                                                           8:00 am - 4:30 pm
Dave Woodward (619) 661-6500 ext. 7073
-------------------------------------------------- ----------------------   ----------------------- -------
Salinas Valley State Prison (SVSP)
31625 Highway 101                                                             7:00 am - 8:00 pm
Soledad, CA 93960                                            4               (8 & 10 hour shifts)
Hang Luu (831) 678-5590
-------------------------------------------------- ----------------------   ----------------------- -------
Sierra Conservation Center (SCC)
5100 O' Byrnes Ferry Road                                                      8:00 am-4:00 pm
Jamestown, CA 95327                                         2.5               8:00 am - 6:00 pm
Dr. Howard (209) 984-5291 ext. 5354
-------------------------------------------------- ----------------------   ----------------------- -------
Valley State Prison for Women (VSPW)
21633 Avenue 24                                                               7:00 am - 3:00 pm
Chowchilla, CA 93610-0099                                    3                12:00 pm - 2:00 am
Judy Tucker (559) 665-6100 ext. 6812
-------------------------------------------------- ----------------------   ----------------------- -------
Wasco State Prison Reception Center
(WSP)
701 Scofield Avenue                                          2                8:00 am - 4:00 pm
Wasco, CA 93280
Michael Songer (661) 758-8400 ext. 5906
-------------------------------------------------- ----------------------   ----------------------- -------
Telescience International, Inc., DBA Attachment E Telescience Medical Systems

Invoices shall be submitted to the appropriate Regional Accounting Offices:

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

Department of Corrections Contract Management Branch Institution Medical Contracts Section Regional
Contracts Unit Manager P.O. Box 942883 Sacramento, CA 94283-0001
                                        EXHIBIT 10.18

---------------------------------------------------------------------------------------------------------
SOLICITATION /CONTRACT/ORDER FOR COMMERCIAL ITEMS                           1. REQUISITION NUMBER
       OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30
---------------------------------------------------------------------------------------------------------
2. CONTRACT NO.          3. AWARD/EFFECTIVE         4. ORDER NUMBER         5. SOLICITATION NUMBER

    000-00-0000              DATE 5/19/2002                                     NHDP-02-4-0004
---------------------------------------------------------------------------------------------------------
FOR SOLICITATION ?       a. NAME                                             b. TELEPHONE NUMBER
                                                                             (No collect calls)
INFORMATION CALL:        Suzanne Shumate                                     225-750-3787
---------------------------------------------------------------------------------------------------------
9. ISSUED BY               CODE                    10. THIS ACQUISITION IS   11. DELIVERY
                                          ----------------------------------------------------------------
                                                   [_] UNRESTRICTED              FOR FOB
Department of Health and Human Services            [_] SET ASIDE: 100% FOR       DESTINATION
National Hansen's Disease Center                   [_] SMALL BUSINESS            UNLESS BLOCK IS
1770 Physicians Park Drive                         [_] SMALL DISAV. BUSINESS     MARKED
Baton Rouge LA 70816                               [_] 8(A)                      SEE SCHEDULE
                                                                                 -------------------------
                                                                                 [_] 13a. THIS CONTRACT IS
                                                                                 UNDER DPAS (15 CFR 700)
                                                                                 -------------------------
                                                                                 13b. RATING
                                                   SIC : NAICS 561330            -------------------------
                                                   SIZE STANDARD: $11. 5M        14. METHOD OF SOLICITATIO
                                                                                 [_] RFQ         [_] IFB
---------------------------------------------------------------------------------------------------------
15. DELIVER TO CODE                                16. ADMINISTERED BY


See Schedule                                                            Same as Block 9.
---------------------------------------------------------------------------------------------------------
17a. CONTRACTOR/OFFEROR     CODE     OXUAT      FACILITY CODE           18. PAYMENT WILL BE MADE BY
                                     ----------               ---------

TeleScience International, Inc.                                        National Hansen's Disease Programs
2230 Gallows Rd., Ste 310                                              Office, 1770 Physicians Park Drive
Vienna, VA. 22027                                                      LA 70815 (225) 756-3811
TELEPHONE NO.        703-641-8890
---------------------------------------------------------------------------------------------------------
17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER    18b. SUBMIT INVOICES TO ADDRESS SH
                                                                            BLOCK BELOW IS CHECKED

                                                                       [_] SEE ADDENDUM
---------------------------------------------------------------------------------------------------------
 19.                        20.                                                    21.          22.
---------------------------------------------------------------------------------------------------------
ITEM NO.      SCHEDULE OF SUPPLIES/SERVICES                                     QUANTITY       UNIT
---------------------------------------------------------------------------------------------------------
              See Section B and Statement of Work
                           (Attach Additional Sheets as Necessary)
---------------------------------------------------------------------------------------------------------
25. ACCOUNTING AND APPROPRIATION DATA                                  26. TOTAL AWARD AMOUNT (For Govt.
---------------------------------------------------------------------------------------------------------
7520350 3280103 25.6s                                                  $277,290.00
---------------------------------------------------------------------------------------------------------
[_] 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4, FAR 52.212-3 AND 52.2? 2-5 ARE AT
                                                                                                       [_

[_] 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4 FAR 52.212-5 IS ATTACHED. ADDENDA
                                                                                                       [_
---------------------------------------------------------------------------------------------------------
28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 3 COPIES     29. AWARD OF CONTRACT REFERENCE
[_]        TO ISSUING OFFICE. CONTRACTOR                                 [_]    DATED 4/8/2002 YOUR OFFER
           AGREES TO FURNISH AND DELIVER ALL ITEMS SET                          INCLUDING ANY ADDITIONS O
           FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY                       FORTH HEREIN, IS ACCEPTED
           ADDITIONAL SHEETS SUBJECT TO THE TERMS AND
           CONDITIONS SPECIFIED HEREIN.
---------------------------------------------------------------------------------------------------------
30a SIGNATURE OF OFFEROR/CONTRACTOR                                      31a. UNITED STATES OF AMERICA ;
                                                                             (SIGNATURE OF CONTRACTING OF
/s/ Christopher M. Wallace                                               /s/ [Signature Illegible]
---------------------------------------------------------------------------------------------------------
30b. NAME AND TITLE OF SIGNER (Type or print)     30c. DATE SIGNED       31 b. NAME OF CONTRACTING OFFICE
31 c. DATE SIGNED Christopher M. Wallace VP 3/28/02 [/s/ Signature Illegible] /s/ 5/9/02
---------------------------------------------------------------------------------------------------------
32a. QUANTITY IN COLUMN 21 HAS BEEN                33. SHIP NUMBER        34. VOUCHER NUMBER
                                                                                    I
                                                                       -------------------------
[_] RECEIVED     [_] INSPECTED    [_] ACCEPTED, AND CONFORMS TO THE       [_] PARTIAL FINAL. [_] FINAL
                                  CONTRACT, EXCEPT AS NOTED
                                                                       -----------------------------------
                                                                       36. PAYMENT
                                                                       -----------------------------------
                                                                       [_] COMPLETE        [_] PARTIAL
----------------------------------------------------------------------
32b. SIGNATURE OF AUTHORIZED GOVT. REPRESENTATIVE 32c. DATE
                                                                       -----------------------------------
                                                                       38. S/R ACCOUNT NUMBER    39. S/R V
                                                                       -----------------------------------
                                                                       42a. RECEIVED BY (Print)
                                                                       -----------------------------------
----------------------------------------------------------------------
I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT
---------------------------------------------------------------------------------------------------------
SIGNATURE AND TITLE OF CERTIFYING OFFICER            41c. DATE         42b. RECEIVED AT (Location)
                                                                       -----------------------------------
                                                                       2c. DATE RECD
                                                                       (YY/MM/DD)
---------------------------------------------------------------------------------------------------------
AUTHORIZED FOR LOCAL REPRODUCTION             SEE REVERSE FOR OMB CONTROL NUMBER AND
                                                    PAPERWORK BURDEN STATEMENT                Prescribed b
000-00-0000

                                                      Page 2

                              PART B - SUPPLIES/SERVICES AND PRICES

o This contract is entered into under the authority of 10 USC 2304 and 41 USC 253.

o This contract is a non-personal health care service contract as defined in FAR 37.101, under which the
contractor is an independent contractor.

o The Government may evaluate the quality of professional and administrative services provided, but retain no
control over the medical, professional aspects of services rendered (e.g. professional judgments, diagnosis for
specific medical treatment.)

o By signature of this contract, the Contractor agrees to indemnify the Government for any liability producing act
or omission by the contractor, its employees and agents occurring during contract performance.

o By signature of this contract, the Contractor agrees to maintain medical liability insurance in a coverage amount
not less than the amount normally prevailing within the local community for the medical specialty concerned, and;

o By signature of this contract, the Contractor agrees to ensure that subcontracts for provisions of health care
services contain the requirement of the clause at 52.237-7 including maintenance of medical liability insurance.

ITEM            DESCRIPTION                                                 QTY                       UNIT            UNIT
                BASE PERIOD (MAY 19, 2002
                THROUGH SEPTEMBER 30, 2002)
0001            Nursing Services - Carville Location                           135                      DA               $9
                Period of Performance
                May 19, 2002- September 30, 2002
                Services described in Part C, 24
                hours day/7 days week, including holidays

0002            Nursing Services - Baton Rouge Location                        135                      DA             $1,1
                Period of Performance
                May 19, 2002- September 30, 2002
                Services described in Part C, 12
                hours day/7 days week, 7:00PM-7:30AM,
                including holidays
000-00-0000

                                              Page 3

ITEM          DESCRIPTION                                        QTY      UNIT   UNIT
              BASE PERIOD (MAY 19, 2002
              THROUGH SEPTEMBER 30, 2002)
              OPTION 1 (OCTOBER 1, 2002 THROUGH SEPTEMBER 30, 2003)
1001          Nursing Services - Carville Location                  365     DA      $9
              Period of Performance
              October 1, 2002- September 30, 2003
              Services described in Part C,
              24 hours day/7 days week, including holidays

1002          Nursing Services - Baton Rouge Location               365     DA    $1,1
              Period of Performance
              October 1, 2002- September 30, 2003
              Services described in Part C,
              12 hours day/7 days week,

              7:00PM-7:30AM,
              including holidays

              OPTION 2 (October 1, 2003 through September 30,
              2004)
2001          Nursing Services - Carville Location                  366     DA      $9
              Period of Performance
              October 1, 2003- September 30, 2004
              Services described in Part C,
              24 hours day/7 days week, including Holidays

2002          Nursing Services - Baton Rouge Location               366     DA    $1,1
              Period of Performance October 1, 2003- September
              30, 2004 Services described in Part C,
              12 hours day/7 days week,
              7:00PM-7:30AM,
              including holidays a
000-00-0000

                                              Page 4

ITEM          DESCRIPTION                                    QTY     UNIT   UNIT
              OPTION 3 (OCTOBER 1, 2004
              THROUGH SEPTEMBER 30, 2005)
3001          Nursing Services - Carville Location             365     DA      $9
              Period of Performance
              October 1, 2004- September 30, 2005
              Services described in Part C,
              24 hours day/7 days week, including holidays

3002          Nursing Services - Baton Rouge Location          365     DA    $1,2
              Period of Performance
              October 1, 2004- September 30, 2005
              Services described in Part C,
              12 hours day/7 days week, 7:00PM-7:30AM,
              including holidays
000-00-0000

                                                       Page 5

C.1. GENERAL.

C 1.1. Introduction. This specification contains the Government's requirements for a fixed-price contract for
nursing services at the National Hansen's Disease Programs (NHDP) locations in Baton Rouge and Carville LA.

C.1.2. Background. The National Hansen's Disease Programs, Baton Rouge, LA is a specialized Federal
medical facility for the treatment of persons with Hansen's Disease. There are two locations: (1) NHPD Inpatient
Skilled Nursing Unit located on the third floor of Summit Hospital in Baton Rouge, Louisiana and
(2) the NHDP Independent/Assisted Living Facility at the Gillis Long Center, Carville, Louisiana. The NHDP,
operated by the Federal Government since 1921, has statutory responsibility to provide care for patients with
Hansen's Disease.

C.1.3. Purpose. The purpose of this contract is to provide all supervision, labor and management to provide
nursing services at the two locations for the shifts indicated for each location.

C.2. PERSONNEL REQUIREMENTS AND SHIFTS

C.2.1. The contractor shall provide staffing of the skill level and mix, quantity of staff and experience adequate to
meet health needs of clients at the National Hansen's Disease Program's (NHPD) Inpatient Unit in Baton Rouge,
Louisiana and Independent/Assisted Living Facility at the NHDP facility in Carville, Louisiana. The contractor
shall provide a shift leader who is able to exercise independent nursing judgment, has excellent critical thinking
skills, and is able to manage acute changes in adult to geriatric clients with chronic illnesses. A Bachelor of
Science in Nursing (BSN) is preferred. The services shall supplement the Public Health Service Nursing staff and
shall not be provided on shifts covered by government personnel.

C.2.2. The Contractor shall provide nursing services at: the locations/schedules as shown below. Within seven
days of contract award, the contractor shall provide the Project Officer a list of staff names that will fill the
scheduled shifts.

C.2.2.1. NHDP Inpatient Unit, Baton Rouge, LA. Nursing services shall be provided for the night shift, 7:00PM-
7:30AM, 7 days per week, 12 hours per day, 365 days per year, including holidays.

C.2.2.2. NHDP Independent/Assisted Living Facility, Carville, LA. Nursing services shall be provided for the
night shift, 7:00PM-7:30AM, 7 days per week, 12 hours per day, 365 days per year, including holidays.

C.2.3. The contractor shall designate local point of contact who shall have full authority to act for the contractor
on all contract matters relating to daily operation of this contract. The name of this person, and an alternate(s)
who shall act for the Contractor
000-00-0000

                                                        Page 6

when the manager is absent, shall be designated in writing to the Contracting Officer. This person shall have the
responsibility and authority to resolve any administrative or clinical issues involving contract staff and shall act as
liaison and be available to facilitate the contract agreement and problem solving.

C.2.4. The Contractor shall provide the level staffing sufficient for patient care. The contractor shall provide relief
employees in the event of absences or illness. Contractor shall replace any employee who leaves the premises for
any amount of time greater than 60 minutes.

C.2.5. Continuity of care shall be maintained between Government and Contract Nursing Staff.

C.2.6. The contracting agency shall provide a primary nursing staff 80% of the time to provide consistency,
familiarity, and development of trust with clients.

C.2.7. Personnel Requirements. Personnel assigned by the Contractor to perform the services covered by this
contract shall meet the following qualifications and provide evidence thereof.

C.2.7.1. Each employee shall be a graduate of an accredited professional nursing school or satisfactory
completion of a training program appropriate for their level of certification.

C.2.7.2. Employees shall have a least one (1) year of experience in longterm care or medical/surgical nursing
within the past five (5) years.

C.2.7.3. Employees shall have proficiency in skills and knowledge necessary for area of assignment. Skills shall
include but not be limited to:

o Comprehension and application of nursing processes.

o Maintenance of patient comfort and safety

o Administering medications

o Documenting medical records.

o CPR certification annually

o Annual JCAHO in-service requirements

o Contract employees shall be able to manage emergencies and make appropriate decisions for their skill level.

o Current CPR certification to be maintained through out the period of assignment to this contract

o Registered Nurses shall have the knowledge and skills to provide nursing services to the medical and/or surgical
patient who are chronically ill with potential for acute exacerbations of illness. They shall have excellent
assessment skills and be able to plan care based upon health deviations. They shall have knowledge of the nursing
process and be able to reflect the nursing process in teaching and documentation. They shall be able to provide
leadership on the Unit assigned.
000-00-0000

                                                       Page 7

o Registered Nurses shall have the ability to critically think, provide emergency care as required, and triage as
needed. The Nurse must have the ability to communication effectively with varied staff levels as well as with
opposing shifts. The Registered Nurse must be able to initiate and monitor IV Therapy and occasionally blood
transfusions.

o Licensed Practical Nurses shall have knowledge and skills to provide services to the medical-surgical adult to
geriatric client. They must have the ability to perform assessments, monitor IV therapy, detect and report changes
in the client to appropriate personnel at the appropriate time. The LPN must have excellent documentation and
communication skills.

o Certified Nursing Assistants shall, in addition to providing personal care, perform common nursing procedures
such as observing and reporting on patient conditions; taking and recording vital signs; collecting and labeling
specimens; sterlizing equipment; listening to and encouraging patients; giving sitz baths and enemas; applying and
changing compresses and non-sterile dressings; checking and replenishing supplies; securing admission data from
patients; and assisting in controlling aggressive or disruptive behavior. Follow specific instructions; matters not
covered are verified with the supervisor.

C.2.7.4. The Contractor shall obtain and have available for Government review, upon request, certificates giving
notice of the results of a physical examination (given within 6 months before start of this contract) for each person
performing services under this contract. The certificate (provided by a licensed physician) shall state that the
employee is physically able to perform the assigned work under this contract and is free of infectious or
contagious diseases, which may be threatening to high-risk senior patient. This certificate shall include results of
drug tests. The medical exam shall include: Medical history, including condition of health, and proof of Rubella
titer, proof that immunizations (including hepatitis) and TB screening are up to date. The medical exam shall
provide a medical certification and statement that the employee is able to perform assigned duties without
restriction.

C.2.7.5. The Contractor shall perform criminal record check for all employees or potential employees to be
employed under the contract. The results shall be provided to the Government. The Government will perform
fingerprinting of contractor employees when issuing identification badges.

C.2.7.6. The NHDP is not labor attested. Employees shall be at least 18 years old and be United States Citizens.

C.2.7.7. All qualifications and certifications are to be equally applicable to any replacement and relief contract
employee.
000-00-0000

                                                      Page 8

C.3. PATIENT CARE

C.3.1. Services shall provide direct patient care to long- and short-term clients with Hansen's disease and
medical-surgical health deviations. Contract employees shall demonstrate sound judgment in providing routine
and emergent care to all clients.

C.3.2. The NHDP Inpatient Skilled Nursing Unit, located on the third floor of Summit Hospital, has an average
daily census of 21, with a bed capacity of
28. Care includes, but is not limited to assessments, feeding, medication management, IV therapy, wound care
management, hygienic/comfort measures, and assistance with mobility. Clients on the unit have a variety of
disabilities including blindness, difficulty hearing, amputated limbs, and language barriers (many clients' native
language is Spanish).

C.3.3. The Independent/Assisted living facility located at Carville, LA has a population of 33 residents. The
contractor shall provide sufficient staff to assist clients who come to the clinic for medication assistance or
emergency treatment. Clients at the Carville Campus may require assistance with medication management and
overall comfort measures. The Contract staff member(s) shall respond to emergency situations in the apartments
or living quarters as the need arises. The contractor shall be responsible for assisting the client to access the
appropriate health care facility based on the assessment.

C.3.4. If an emergency situation arises in which neither the Supervisory Contract Nurse nor the Public Health
Service Supervisor is able to handle, the on-call Physician shall be notified. Any client who exhibits a
deterioration in health status or diminished inability to care for self, should be reported to the Public Health
Service Nurse Supervisor, Director of Nurses, or attending Physician.

C.3.5. Services to clients shall be provided in accordance with physician's orders (standing orders included) and
the provisions of care given by the staff under his/her supervision. Care shall be provided in accordance with the
Nursing Policy and Procedure Manual, Standards of Care for Long-Term Care Facilities and Practice Guidelines
for each respective discipline.

C.4 CHART REPORTS/MEDICAL RECORDS

The off -going Nursing staff (whether government or contract) will provide a comprehensive update on each
client. The client's record shall be kept current at all times. The Government reserves the right to review the
client's records at any time. All employees are expected to arrive to work on time and be available to receive
communication regarding clients and/or shift events.

C.5 PERFORMANCE OF SERVICES - POLICIES

Services shall be performed in accordance with the Nurse Practice Act of Louisiana (RN/LPN), Policy and
Procedures of Health and Human Services, (HHS), National
000-00-0000

                                                       Page 9

Hansen's Disease Programs Operations Manual, Nursing Policy and Procedure Manual, Infection Control and
OSHA Guidelines, and Environmental Care Procedures. The Pharmacy Policy and Procedure Manual must be
referenced as needed regarding ordering, administering, and documenting pharmaceutical agents. Contractors
shall provide active participation in each client's care planning process. Care plans and documentation standards
of the unit shall be strictly adhered to by all contract staff.

C.6. CONTRACTOR TRAINING

C.6.1. The Contractor shall be responsible for training/orientating their employees as it relates to NHPD,
JCAHO, arid the respective discipline's certification and licensure guidelines. Contract employees shall read the
following manuals: Nursing Policy and Procedure, Infection Control, Environmental Care, and .Pharmacy prior to
working on the Hansen's Unit. Contract employees shall also attend an 8-hour workshop to learn about Hansen's
Disease. Replacement and relief employees shall be oriented at Contractor expense.

C.6.2. The Contractor shall be responsible for informing their employees of all applicable policies and contents of
this contract. The Contractor shall be responsible for the employee's compliance with policies and work
requirements of NHDP.

C.6.3. The Contractor shall apprise all employees of their responsibility to maintain confidentiality as well as
patient rights.

C.6.4. The Government will make all manuals referred in the contract available.

C.7 UNIFORMS AND NAME TAGS

C.7.1. Contractor employees shall wear uniforms and nametags, identifying their level of skill and name. Uniform
requirements are as follows:

                   Color:            White

                   Style:            Female - dress, pants suit or culottes, tailored
                                     as a uniform with sleeves and appropriate neckline
                                     (jumpsuits are not acceptable). Male - Shirt or
                                     tunic top and trousers

                   Fabric:           Opaque. Two piece uniforms must be of the same
                                     fabric

                   Shoes:            White

                   Hose/Socks:       Female - White Male - White

                   Sweater:          Cardigan, solid color (navy, black or white),
                                     unadorned, worn over uniform, except when
                                     performing direct patient care.
                                                                                   000-00-0000
                                                                                       Page 10




Jewelry: Ear wire or stud earrings, wedding, ring and band watch only.

C.7.2. The Government will issue a Contractor name badges, which shall be worn at all times above the waist.
The badges will be left in the work area at the end of the work shift. Badges shall be returned upon termination of
employment or contract. (See additional guidelines for uniforms).

C.8 EQUIPMENT

The Contractor shall provide all uniforms and personal items in the performance of this contract. The Government
will provide all equipment and supplies (other than uniforms and personal items) in the performance of this
contract.

C.9 CONTRACTOR REQUIREMENTS

C.9.1. The Contractor shall:

                                              C.9.1.1. RESERVED.

C.9.1.2. Be accredited by appropriate licensing authority.

C.9.1.3. Meet JCAHO requirements

C.9.1.4. Maintain current professional liability/malpractice insurance.

C.9.1.5. Provide staff with current Louisiana License(s). Contractor shall. monitor renewal of staff licenses and
present the renewed licenses to Director of Nursing of NHDP two weeks prior to the expiration date.

C.9.2 A representative of the Contractor shall attend the NHDP monthly staff meeting. Additionally, meetings
may be scheduled periodically which shall require attendance of a contractor representative. The Government will
provide notice of such meetings as they are scheduled.

C.9.3. Contractor shall provide continuing education, in-service training, and meetings for agency staff.
Documentation of the above, including annual CPR certification, shall be provided to the Director of Nursing of
NHDP for recording in accordance with JCAHO requirements.

C.9.4. A representative with the authority to represent the contractor shall be available during JCAHO visits.

C.10. INCORPORATION OF CONTRACTOR'S PROPOSAL

It is understood and agreed that the Contractor shall, in meeting the requirements of this contract, perform the
work in accordance with the Contractor's proposal to the National Hansen's Disease Program for Nursing
Services, dated April 3, 2002, provided however, that to the extent that any provisions of the articles of this
contract are in conflict or
000-00-0000

                                                        Page 11

inconsistent with any provisions of said proposal, the provisions of the articles of this contract shall be controlling
and shall supersede the provisions of said proposal.

Additionally, as stated in letter dated May 3, 2002, the personnel provided under this contract shall consist of the
occupations and levels as shown below:

                            Supervising Registered Nurse - Registered Nurse III

                                    Registered Nurse - Registered Nurse II

                           Licensed Practical Nurse - Licensed Practical Nurse III

- Certified Nursing Assistance - Nursing Assistant II

SECTION E - INSPECTION AND ACCEPTANCE

E.1. FAR 52.246-4 INSPECTION OF SERVICES - FIXED PRICE (AUG 1996)

E.2. PERFORMANCE REQUIREMENT SUMMARY

Attachment A contains the Performance Requirements Summary for Performance Based Contracting. This
summary lists the contract requirements considered most critical to acceptable contract performance and shows
the maximum allowable degree of deviation (AQL) from perfect performance for each requirement. An
explanation of this summary is included.

SECTION F - DELIVERIES OF PERFORMANCE

F.1 PERIOD OF PERFORMANCE

The period of contract performance is from date of award through September 30, 2002, with options to extend
for three twelve month periods.

F-2 PERFORMANCE CONDITIONS.

The Contractor shall provide the services described herein. All medical records shall be subject to review by the
Director of Nursing, the Director Clinical Services and the Contracting Officer

F.3 PLACE OF PERFORMANCE. THE PLACE OF PERFORMANCE SHALL BE:

a) The National Hansen's Disease Programs Ward, Summit Hospital, 17000 Medical Center Drive, Baton
Rouge LA 70816

b) The National Hansen's Disease Programs, Gillis Long Center, 5445 Point Clair Road, Carville LA 70121
000-00-0000

                                                      Page 12

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CONTRACTING OFFICER

Authority to negotiate changes in terms, conditions or amounts cited in this contract is reserved for the
Contracting Officer signing this document.

The Contracting Officer will administer the contract with technical support from the Project Officer. The
Contracting Officer who is the only authority to make changes in this contract shall make all changes in this
contract in WRITING.

G.2 PROJECT OFFICER

G.2.1. The Project Officer will monitor performance, perform evaluations and acceptance, and will provide
technical direction. The performance of services required herein shall be subject to the technical direction of the
Project Officer with respect to technical matters pertaining hereto. As used herein, "Technical Direction" is
direction to the Contractor that fills in details, suggests possible lines of inquiry, or otherwise supplements the
scope of work. "Technical direction" must )e confined to the general scope of work set forth herein and shall not
constitute a new assignment, nor supersede or modify any other clause of this contract. To be valid, technical
direction:

G.2.1.1. Shall not change the expressed terms, conditions, or specifications incorporated into this contract;

G.2.1.2. Will not be issued in writing (except in emerency situations) consistent with the general scope of work
set forth in the contract and;

G.2.1.3. Shall not constitute a basis for extension to the contract delivery schedule or contract price.

G.2.2. The Project officer is authorized to:

G.2.2.1. Act as liaison and to coordinate Contractor/Government activities;

G.2.2.2. Arrange for and coordinate the use of Government resources;

G.2.2.3. Provide technical guidance in the performance of the contract; and

G.2.2.4. Receive, review and approve (but not reject or deny) progress reports, selected invoices and final
reports or other functions of a technical nature. The authority to reject performance and deny associated invoices
is expressly reserved for the Contracting Officer

G.2.3. The Project Officer does not have the authority to alter the Contractor's obligations under the contract;
issue Change Orders or modify any of the expressed terms, conditions, specifications or the
Description/Specs/Work Statement. The Contracting Officer shall issue such changes in writing.
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                                                     Page 13

G.3 INVOICE SUBMISSION

G.3.1. Invoice payment will be made monthly for properly submitted invoices for services provided during the
covered period. Invoices shall be submitted and paid in accordance with 52.212-4 CONTRACT TERMS AND
CONDITION;--COMMERCIAL ITEMS (MAY 2001), PARAGRAPH G ENTITLED INVOICES. Invoices
shall be submitted in original and 3 copies to the Chief, Financial Office, National Hansen's Disease Programs,
1770 Physicians Park Drive, Baton Rouge LA 70816.

G.4 PAYMENTS

G.4.1. The Government will pay invoices under this contract either by check or by wire transfer at the option of
the Government.

G.4.2. Payments will be based on the information provided on the invoice and certified by the Project Officer and
Contracting Officer.

GA.' ). The Government is authorized to reduce future payments to recoup amounts overpaid on the basis of the
information furnished.

G.4.4. The Government will not be liable for errors or delays in payment as a result of the Contractor's failure to
furnish information changes as required.

G.4.5. The Contractor shall direct all inquiries concerning payments directly to the FINANCIAL OFFICER AT
NHDP, (225) 756-3769.

G.4.6. Payments will be made in accordance with the Prompt Payment Act.

G.5. PAYMENT BY ELECTRONIC FUNDS TRANSFER

G.5.1. The Government shall use electronic funds transfer to the maximum extent possible when making
payments under this contract. FAR 52.232-34, Payment by Electronic Funds Transfer- Other than Central
Contractor Registration, incorporated by reference in Section I, requires the contractor to designate in writing a
financial institution for receipt of electronic funds transfer payments.

G.5.2. The contractor shall make the designation by submitting the form titled "ACH Vendor/Miscellaneous
Payment Enrollment Form" to the address indicated below. The form is included as SECTION J,
ATTACHMENT B.

G.5.3. In cases where the contractor has previously provided such designation, i.e. pursuant to prior
contract/order and been enrolled in the program, the form is not required.
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                                                    Page 14

G.5.4. The completed form shall be mailed after award, but no later than 14 calendar days before an invoice is
submitted, to the following address:

National Hansen's Disease Programs Attn: Financial Management Office 1770 Physicians Park Drive Baton
Rouge LA 70816
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                                                       Page 15

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1. GOVERNMENT PROPERTY

H.1. 1. The Contractor shall provide all uniforms and personal items in the performance of this contract. The
Government will provide all equipment and supplies (other than personal items) in the performance of this
contract.

H.1.2. The contractor shall take all reasonable precautions in accordance with sound practices to safeguard and
protect government property. The Contractor shall be responsible for proper care and protections of
Government property. The Contractor shall be held liable for loss or damage due to neglect of abuse of
Government property by contract employees.

H.2. KEY PERSONNEL

The Contractor shall provide to the Project Officer the name and qualifications of Key Personnel of this contract
prior to the commencement of the contract. If for any reason the Contractor replaces Key Personnel, the
Contractor shall provide the same information to the Project Officer prior to making the replacement.

H.3. COOPERATION WITH OTHER CONTRACTORS

During the life of this contract, other personnel/contractors may be performing work concurrently at the site. To
minimize interference and delay to the work progress of all concerned, all contractors shall cooperate with each
other and coordinate their operations to the fullest extent. As far as practicable, all contractors performing work
for the government shall have equal rights to use of facilities. In a dispute the matter shall be referred to the
Project Officer and then the Contracting Officer for settlement and adjustment.

H.4. SITE CONDITION

All contractors shall be responsible for having ascertaining pertinent local conditions readily determined by
inspection and inquiry such as location., accessibility, parking and the general character of the site and or labs and
any other work being performed therein at the time of the submission of offer.

H.5. FIREARMS

Firearms shall not be brought onto, carried, or stored at the facility at any time.
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                                                      Page 16

H.6. PERSONALLY OWNED VEHICLES

Parking is available on a first come first served basis to employees in approved areas near the work site.
Contractor employees must have adequate licenses, registration and insurance to receive a vehicle ID and to
bring the vehicle inside the Gillis Long Center grounds. All traffic and parking regulations are applicable to
contractors.

H.7. OFFICIAL BUSINESS

Government property, to include telephones, shall be used for official business only in the performance of this
contract. The Contractor or the Contractor's employees shall not use government property in any manner for
personal advantage, business gain, or other personal endeavor.

H.8. EXCLUSION OF EMPLOYEES

H.8.1. The Contracting Officer may request the contractor to exclude from work such employees as the
Contracting Officer deems incompetent, careless and or unsuitable or whose continued employment is
inconsistent with the best interest of the Government. The Contracting Officer reserves the right to exclude from
work any employee previously barred from the NHDP.

H.8.2. The Government may request the Contractor to immediately remove any employees from the work site
should it be determined that the individuals being assigned to duty are not qualified or are found to be unfit for
performing duties. The contractor shall comply with these requests.

H.8.3. For clarification a determination of unfit may be made; from, but is not limited to incidents involving the
most identifiable types of misconduct or delinquency as set forth below:

H.8.3.1. Violation of rules and regulations of NHDP.

H.8.3.2. Disorderly conduct, use of abusive or offensive language, quarreling, intimidation by words or actions or
fighting. Participating in disruptive activities, which interfere with the normal and efficient operations of the
Government, is also considered disorderly conduct.

H.8.3.3. Theft, vandalism, immoral conduct, or any criminal action.

H.83.4. Possessing, selling, consuming or being under the influence of intoxicants, illegal drugs, or substances that
produce similar affects.

H.8.3.5. Unauthorized use of Government property.
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                                                       Page 17

                                  H.8.3.6. Possession of weapons while on duty.

H.8.4. In the event of a dispute, the Contracting Officer will make the final determination. Contractors shall
remind employees that the place of employment is Federal Property.

H.9. WAGES.

Wages paid for labor performed under this contract shall be: accordance with the minimum hourly rate and other
benefits specified in Wage Determination No. 1194-2231, Revision 18 dated 5/31/2001 as issued by the
Department of Labor. This wage determination is included as Attachment B.

H.10. CONFIDENTIALITY OF PATIENT RECORDS

The Contractor shall retain confidentiality of patient names, patient conditions and other treatment of patients
treated at this facility. Disclosure of information without prior consent of the patient may be made by you to:
another prove der of health care treating the same patient, Government officials with a need to know. If the
Contractor is unsure regarding disclosure, the Project Officer will provide advice. The Contractor shall be
responsible to apprise all employees of their responsibility to maintain confidentiality as well as other patient
rights.

H.11. NON DISCRIMINATION

The Contractor agrees to make no distinctions among patients under this contract on the basis of race, creed, nor
national origin. For the purpose of his contract, distinctions on the ground of race, color, creed, or national origin
include, but are not limited to the following: Denying a patient any service or benefit or availability of a treatment,
providing any service to a patient which is different or is provided in a different manner or at a different time from
that provided to other patients under this contract; subjecting a patient to segregation or separate treatment in any
manner related to his receipt of any service; restricting a patient in any way in the enjoyment of any advantage or
privilege enjoyed by others. The assignment of time for the provision of services on the basis of race, color,
creed, or national origin of the patients is prohibited.
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                                                      Page 18

                                       PART I - CONTRACT CLAUSES

52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS. (FEB 2002)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the
requirements of this contract. The Government reserves the right to inspect or test any supplies or services that
have been tendered for acceptance. The Government may require repair or replacement of nonconforming
supplies or reperformance of nonconforming services at no increase in contract price. The Government must
exercise its post-acceptance rights-

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition tion of the item, unless the change is due to the defect in
the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of
performance of this contract to a bank, trust company, or other financing institution, including any Federal lending
agency in accordance with the: Assignment of Claims Act (31 U.S. C. 3727). However, when a third party
makes payment (e. g., use of the Governmentwide commercial purchase card), the Contractor may not assign its
rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the
parties.

(d) Disputes. This contract is subject to the Contract Dispute; Act of 1978, as amended (41 U.S.C. 601-613).
Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or
action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at
FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with
performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence
beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the
public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics,
quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall
notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any
excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all
reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such
occurrence.
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                                                       Page 19

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the
address designated in the contract to receive invoices. An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date. of shipment, including the bill of lading number and weight of shipment if shipped
on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required
elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this
contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper
invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable
solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-Central
Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor r
Registration), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT. (2)
Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of
Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents
against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to
infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this
contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment. Payment shall be made for items accepted by the 11 Government that have been delivered to the
delivery destinations set forth in this contract. The Government will make payment in accordance with the Prompt
Payment Act (31 U.S.C. 3903) and OMB prompt payment regulations at 5 CFR part 1315. In connection with
any discount offered for early payment, time shall be computed from the date of the invoice.. For the purpose of
computing
000-00-0000

                                                         Page 20

the discount earned, payment shall be considered to have been made on the date which appears on the payment
check or the specified payment date if an e:
electronic funds transfer payment is made.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies
provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b.
destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(1) Termination for the Government's convenience. The Government reserves the right to terminate this contract,
or any part hereof, for its sole convenicen. hence. In the event of such termination, the Contractor shall
immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to
cease: work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price
reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the
Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have
resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards
or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the
Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which
reasonably could have been avoided.

(m) Termination for cause. The Government may terminate This contract, or any part hereof, for cause in the
event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and
conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In
the event of termination for cause, the Government shall not be liable to the Contractor for any amount for
supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and
remedies provided by law. If it is determined that the Government improperly terminated this contract for default,
such termination shall be deemed a term nation for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the
Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit
for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable
to the Government for consequential damages resulting from any defect or deficiencies in accepted items.
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                                                         Page 21

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive
orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.
1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C.
431 relating to officials not to benefit; 40 U.S.C. 327, et seq., Contract Work Hours and Safety Standards Act;
41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower
protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving
precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to
Government Contracts paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

                                             ADDENDA TO FAR 52.212-4

52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE. (FEB 1998)

This contract incorporates one or more solicitation provisions by reference, with the same force and effect as if
they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full
text of a solicitation provision may be accessed electronically at this/these address(es):

http://www.far.gov; http://access.qpo.gov; http://www.arnet.gov/far/;
hftp:lWwww.hhrb.gov/ogam/oam/procurement/hhsar.html

FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999

The Government may require continued performance of any services within the limits and at the rates specified in
the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by -he
Secretary of Labor. The option provision may be exercised more than once, but the total extension of
performance hereunder shall not exceed 6 months. The Contracting
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                                                      Page 22

Officer may exercise the option by written notice to the Contractor within 10 days of the completion date of the
contract.

FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT. (MAR 2000)

a) The Government may extend the term of this contract by written notice to the Contractor within 5 days [insert
the period of time within which the Contracting Officer may exercise the option]; provided that the Governn lent
gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract
expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option
clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 36
months.

FAR 52.228-5 INSURANCE - WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract,
at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing
that the required insurance has been obtained. The policies evidencing required insurance shall contain an
endorsement .o the effect that any cancellation or any material change adversely affecting the Government's
interest shall not be effective

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever
period is longer.

(c) T66 Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this
contract that require work on a Government installation and shall require subcontractors to provide and maintain
the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all
subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon
request.

                                           General Liability $500,000
000-00-0000

                                                       Page 23

FAR 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND
VEGETATION (APR
1984)

The Contractor shall use reasonable care to avoid damaging existing buildings, equipment, and vegetation on the
Government installation. If the Contractor's failure to use reasonable care causes damage to any of this property,
:he Contractor shall replace or repair the damage at no expense to the Government as the Contracting Officer
directs. If the Contractor fails or refuses to make such repair or replacement, the Contractor shall be liable for the
cost, which may be deducted from the contract: price.

FAR 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

(a) The Contractor recognizes that the services under this contract are vital to the Government and must be
continued without interruption anal that, upon contract expiration, a successor, either the Government or another
contractor, may continue them. The Contractor agrees to-

(1) Furnish phase-in training; and

(2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The Contractor shall, upon the Contracting Officer's written notice,

(1) furnish phasein, phase-out services for up to 90 days after this contract expires and

(2) negotiate in good faith a plan with a successor to determine the nature and d extent of phase-in, phaseout
services required. The plan shall specify a training program and a date for transferring responsibilities for each
division of work described in the plan, and shall be subject to the Contracting Officer's approval. The Contractor
shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services
called for by this contract are maintained at the required level of proficiency.

(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor
maintain the continuity and consistency of the services required by this contract. The Contractor also shall
disclose necessary personnel records and allow the successor to conduct on-site interviews with these
employee;. If selected employees are agreeable to the change, the Contractor shall release them at a mutually
agreeable date and negotiate transfer of their earned fringe benefits to the successor.

(d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the
agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to
exceed a pro rata portion of the fee (profit) under-this contract.

FAR 52.237-7 INDEMNIFICATION AND MEDICAL LIABILITY INSURANCE (JAN 1997)

(a) It is expressly agreed and understood that this is a nonpersonal services contract, as defined in Federal
Acquisition Regulation (FAR) 37.101, under which the professional services rendered by the Contractor are
rendered in its capacity as an independent contractor. The Government may evaluate the quality of professional
and administrative services provided, but retains no control over professional aspects of the services rendered,
including by example, the Contractor's professional medical judgment,
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                                                        Page 24

Page 24 diagnosis, or specific medical treatments. The Contractor shall be solely liable for and expressly agrees
to indemnify the Government with respect to any liability producing acts or omissions by it or by its employees or
agents. The Contractor shall maintain during the term of this contract liability insurance issued by a responsible
insurance carrier of not less than the following amount(s) per specialty per occurrence: $ 2 million general
aggregate, $1 million personal and adv injury and $1 million per occurrence.

(b) An apparently successful offeror, upon request by the Contracting Officer, shall furnish prior to contract
award evidence of its insurability concerning the medical liability insurance required by paragraph (a) of this
clause.

(c) Liability insurance may be on either an occurrences basic or on a claims-made basis. If the policy is on a
claims-made basis, an extended reporting endorsement (tail) for a period of not less than 3 years after the end of
the contract term must also be provided.

(d) Evidence of insurance documenting the required coverage for each health care provider who will perform
under this contract shall be provided to the Contracting Officer prior to the commencement of services under this
contract. If the insurance is on a claims-made basis and evidence of an extended reporting endorsement is not
provided prior to the commencement of services, evidence of such endorsement shall be provided to the
Contracting Officer prior to the expiration of this contact. Final payment under this contract shall be withheld until
evidence of the extended reporting endorsement is provided to the Contracting Officer.

(e) The policies evidencing required insurance shall also contain an endorsement to the effect that any cancellation
or material change adversely affecting the Government's interest shall not be effective until 30 days after the
insurer or the Contractor gives written notice to the Contracting Officer. If, during the performance period of the
contract the Contractor changes insurance providers, the Contractor must provide evidence that the Government
will be indemnified to the limas specified in paragraph (a) of this clause, for the entire period of the contract, either
and,-r the new policy, or a combination of old and new policies.

(f) The Contractor shall insert the substance of this clause, including this paragraph (f), in all subcontracts under
this contract for health care services and shall require such subcontractors to provide evidence of and maintain
insurance in accordance with paragraph (a) of this clause. At least 5 days before the commencement of work by
any subcontractor, the Contractor shall furnish to the Contracting Officer evidence of such insurance.

                                                HHSAR CLAUSES

               352.202-1                     Definitions.                                      JAN 2001
               352.223-70                    Safety and health.                                JAN 2001
               352.224-70                    Confidentiality of information.                   JAN 2001
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                                                    Page 25

              352.232-9                    Withholding of contract payments.              APR   1984
              352.270-4                    Pricing of adjustments.                        JAN   2001
              352.270-6                    Publications and publicity.                    JUL   1991
              352.270-7                    Paperwork Reduction Act.                       JAN   2001




52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES
OR EXECUTIVE

ORDERS- COMMERCIAL ITEMS (DEC 2001)

(a) The Contractor shall comply with the following FAR clauses, which are incorporated in this contract by
reference, to implement provisions of law or executive orders applicable to acquisitions of commercial items:

(1) 52.222-3, Convict Labor (E.O. 11755).

(2) 52.233-3, Protest after Award (31 U.S.C. 3553).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has
indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders
applicable to acquisitions of commercial items or components:

          _____X           (1) 52.203-6, Restrictions on Subcontractor Sales to the
                           Government, with Alternate I (41 U.S.C. 2538 and 10 U.S.C. 2402).

          _____(2)         52.219-3, Notice of Total HUBZone Small Business Set-Aside (Jan
                           1999).

          _____(3)         52.219-4, Notice of Price Evaluation Preference for HUBZone Small
                           Business Concerns (Jan 1999) (if the offeror elects to waive the
                           preference, it shall so indicate in its offer).




_____(4)(i) 52.219-5, Very Small Business Set-Aside (Pub. L. 103-403, section 304, Small Business
Reauthorization and Amendments Act of 1994).

          _____(ii)         Alternate I to 52.219-5.

          _____(iii)        Alternate II to 52.219-5.

          _____X(5)         52.219-8, Utilization of Small Business Concerns (15 U.S.C.
                            637 (d)(2) and (3)).

          _____(6)          (6) 52.219-9, Small Business Subcontracting Plan (15 U.S.C.
                            637(d)(4)).

          _____X(7)         52.219-14, Limitations on Subcontracting (15 U.S.C
                            637(a)(14)).

          _____(8)(i)       52.219-23, Notice of Price Evaluation Adjustment for Small
                            Disadvantaged Business Concerns (Pub. L. 103-355, section 7102,
                            and 10 U.S.C. 2323) (if the offeror elects to waive the
                            adjustment, it shall so indicate in its offer).

          _____(ii)         Alternate I of 52.219-23.

          _____(9)          52.219-25, Small Disadvantaged Business Participation
                            Program-Disadvantaged Status and Reporting (Pub. L. 103-355,
                            section 7102, and 10 U.S.C. 2323).

          _____ (10)        52.219-26, Small Disadvantaged Business Participation
              Program-Incentive Subcontracting (Pub. L. 103-355, section 7102,
              and 10 U.S.C. 2323).

_____X (11)   52.222-21, Prohibition of Segregated Facilities (Fete 1999)

_____X(12)    52.222-26, Equal Opportunity (E.O. 11246).

_____X (13)   52.222-35, Equal Opportunity for Special Disabled Veterans,
              Veterans of the Vietnam Era, and Other Eligible Veterans (38
              U.S.C. 4212)

_____X (14)   52.222-36, Affirmative Action for Workers with Disabilities
              (29 U.S.C. 793).
                                                                                           000-00-0000
                                                                                               Page 26




          _____X           (15) 52.222-37, Employment Reports on Special Disabled Veterans,
                           Veterans of the Vietnam Era, and Other Eligible Veterans (38
                           U.S.C. 4212).

          _____            (16) 52.222-19, Child Labor-Cooperation with Authorities and
                           Remedies (E.O. 13126).

          _____            (17)(i) 52.223-9, Estimate of Percentage of Recovered Material
                           Content for EPADesignated Products (42 U.S.C. 6962(c)(3)(A)(ii)).

          _____            (ii) Alternate I of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).

          _____            (18) 52.225-1, Buy American Act-Balance of Payments
                           Program-Supplies (41 U.S.C. 10a 1 10d).

          _____            (19)(i) 52.225-3, Buy American Act-North American Frce Trade
                           Agreement-Israeli Trade Act-Balance of Payments Program (41
                           U.S.C. 10a - l 0d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note).

          _____            (ii) Alternate I of 52.225-3.

          _____            (iii) Alternate II of 52.225-3. (20) 52.225-5, Trade Agreements
                           (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

          _____X           (21) 52.225-13, Restriction on Certain Foreign Purchase;; (E.O.
                           12722, 12724, 13059, 13067, 13121, and 13129). _- (22) 52.225-15,
                           Sanctioned European Union Country End Products (E.O. 12849).

          _____            (23) 52.225-16, Sanctioned European Union Country Services (E.O.
                           12849).

          _____            (24) 52.232-33, Payment by Electronic Funds Transfer-C,-ntral
                           Contractor Registration (31 U.S.C. 3332).

          _____X           (25) 52.232-34, Payment by Electronic Funds Transfer-Other than
                           Central Contractor Registration (31 U.S.C. 3332).

          _____            (26) 52.232-36, Payment by Third Party (31 U.S.C. 3332.

          _____            (27) 52.239-1, Privacy or Security Safeguards (5 U.S.C. 552a).

          _____            (28)(i) 52.247-64, Preference for Privately Owned U.S.Flag
                           Commercial Vessels (46 U.S.C. 1241).

          _____            (ii) Alternate I of 52.247-64.

                       (c) The Contractor shall comply with the FAR clauses in this




paragraph (c), applicable to commercial services, which the Contracting Officer has indicated as being
incorporated in this contract by reference to implement provisions of law or executive orders applicable to
acquisitions of commercial items or components:

_____X (1) 52.222-41, Service Contract Act of 1965, As Amended (41 U.S.C. 351, et seq.).

_____X (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (29 U.S.C. 206 and 41 U.S.C. 351, et
seq.). SEE BELOW

          _____X           (3)52.222-4,3, Fair Labor Standards Act and Service Contract
                           Act-Price Adjustment (Multiple Year and Option Contracts) (29
                           U.S.C. 206 and 41 ~U.S.C. 351, et seq.).

          _____            (4) 52.222-44, Fair Labor Standards Act and Service Contract
                           Act-Price Adjustment (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
          _____             (5) 52.222-47, SCA Minimum Wages arid Fringe Benefits Applicable
                            to Successor Contract Pursuant to Predecessor Contractor
                            Collective Bargaining Age-eement (CBA) (41 U.S.C. 351, et seq.).

                  (d) Comptroller General Examination of Record. The Contractor shall comply




with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in
000-00-0000

                                                      Page 27

excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records-
Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General,
shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions
related to this contract.

(2) The Contractor shall make available at its officer at all reasonable times the records, materials, and other
evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any
shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract.
If this contract is completely or partially terminated, the records relating to the work terminated shall be made
available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes
clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available
until such appeals, litigation, or claims are finally resolved. (3) As used in this clause, records include books,
document;, accounting procedures and practices, and other data, regardless of type and regardless of form. This
does not require the Contractor to create or maintain any record that the Contractor does not maintain in the
ordinary course of business or pursuant to a provision of law.

(e) Notwithstanding the requirements of the clauses in paragraphs (a),
(b), (c) or (d) of this clause, the Contractor is not required to include any FAR clause, other than those listed
below (and as may be required by an addenda to this paragraph to establish the reasonableness of prices under
Part 15), in a subcontract for commercial items or commercial components

(1) 52.222-26, Equal Opportunity (E.O. 11246);

(2) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other
Eligible Veterans (38 U.S.C. 4212);

(3) 52.222-36, Affirmative Action for Workers with :Disabilities (29 U.S.C. 793);

(4) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (46 U.S.C. 1241) (flow down
not required for subcontracts awarded beginning May 1, 1996); and

(5) 52.222-41, Service Contract Act of 1965, As Amended (41 U.S.C. 351, et seq.).

                                          ADDENDA TO FAR 52.212-5

52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 1989)

In compliance with the Service Contract Act of 1965, as amended, and the regulations of the Secretary of Labor
(29 CFR part 4), this clause identifies the classes of service employees expected to be employed under the
contract and s-.-ates the wages and fringe benefits payable to each if they were employed by the contracting
agency subject to the provisions of 5 U.S.C: 5341 or 5332.

This Statement is for information Only:

It is not a Wage Determination
000-00-0000

                                  Page 28

              EMPLOYEE CLASS   MONETARY WAGE -   FRINGE BENEFITS
              RN Supervisory   $27.13/Hour,      GS-11
              RN               $22.41/Hour,      GS-9
              LPN              $16.49/Hour,      GS-6
              NA               $13.23/Hour,      GS-4
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                                      Page 29

         PART J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

ATTACHMENTS

A. Performance Summary Requirements

B. Wage Determination
000-00-0000

                                              Page 30

                           PERFORMANCE REQUIREMENT SUMMARY




                                                              MAXIMUM ALLOWABLE DEGREE
                                                             OF DEVIATION FORM STANDARD
                                                                 ACCEPTABLE QUALITY
REQUIRED SERVICE                      STANDARD                     LEVEL (AQL)             METHOD OF SURVE
1.    Attend to patients         In accordance with          (.5%) Lot average is         Incident reports
      basic care needs.          patient care practices      average # of patients (21    complaints form
                                 all services shall meet     at NHDP Ward and 33 at       and/or care plan
                                 100% performance.           Carville) times 30 work      and review of do
                                                             shits/month:                 such as care pla
                                                                                          notes and medica
                                                                                          records.

2.    Comply with care           In accordance with          (1%) Lot is average # of     Incident reports
      planning (from all         patient care practices      work shifts per month = 30   complaints from
      disciplines) and           all services shall meet                                  and/or care plan
      medical management of      100% performance.                                        and review of do
      patient.                                                                            such as care pla
                                                                                          notes and medica
                                                                                          records.

3.    Provide adequate           100% performance            (1%) Lot is average # work   Random monitorin
      staffing during tour of                                shifts (30) per month x 12   including observ
      duty. Shall maintain                                   hours per shift (NHDP Ward   tardiness and le
      staffing level as                                      Baton Route) and 24 hours
      proposed and                                           (NHDP Carville).
      incorporate din
      contract.

4.    Adhere to charting and     In accordance with          (1%) Lot average is # of     Review of patien
      documentation              patient care practices      patients (21 at NHDP Ward
      procedures.                all services shall meet     and 33 at Carville) times
                                 100% performance.           30 work shifts/month:

5.    Respect of rights of       100% performance            (2%) Lot is average # work   Observations, pa
      patients and other                                     shifts (30) per month x 12   complains and ra
      employees                                              hours per shift (NHDP Ward   interviews of pa
                                                             Baton Route) and 24 hours

                                  (NHDP Carville).

6.    Representation at          100% performance            Once per month and as        Meeting sign in
      NHDP's staff meetings.                                 needed for special
                                   circumstances.




                                            [/S/ ATCHA]
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                                                      Page 31

                EXPLANATION OF PERFORMANCE REQUIREMENTS SUMMARY

1. The purpose of this attachment is to:

1.1 List the contract requirements considered most critical to acceptable contract performance (columns 1 and
2).

1.2 Show the maximum allowable degree of deviation (AQL) from perfect performance for each requirement that
shall be allowed by the Government before contract performance is considered unsatisfactory (column 3).

1.3 Explain the quality assurance methods the Government will use to evaluate the Contractor's performance in
meeting the contract requirements (column 4).

1.4 Show the percentage of the major elements of the contract price that each listed contract requirement
represents (column 5).

1.5 Define the procedure the Government will use in reducing the Contractor's monthly payment if satisfactory
performance is not rendered by the Contractor.

2. The Government's primary quality assurance procedures are based on the recurring critical output of the
contract.

3. The criteria for satisfactory and unsatisfactory performance are as follows:

For areas surveyed. Criteria are based on the lot size and AQL for each contract requirement. When the number
of defects in the Contractor's performance discovered by the Project Officer exceeds the unsatisfactory level, the
Contractor shall be required to complete a Contract Discrepancy Report (CDR). The CDR requires the
Contractor to explain in writing why performance was unsatisfactory, how performance will be returned to
satisfactory levels, and how recurrence of the problem will be prevented in the future. In accordance with the
Inspection of Services clause, the Contractor will not be paid for services not rendered in --accordatnce with the
standards set forth in this contract.

4. Monthly payments to the Contractor will be reduced by unsatisfactory performance using the following
methods:

4.1 Each month, Contractor performance will be compared to contract standards and acceptable quality levels
using the Government quality assurance surveillance plan.
000-00-0000

                                                      Page 32

4.2 If performance in any required service is unsatisfactory, and the poor performance is clearly the fault of the
Contractor, an amount of money up to the monthly line item price will be deducted.

5. The amount -of money to be permanently deducted for unsatisfactory performance will be computed as
follows:

For areas surveyed. Total monthly price times the percentage of the function represented by the required service
(column five) times the percentage found defective. The defective percent is computed by dividing the total line
price by the number of months in the contract period.

                                                  EXAMPLE 1:

If: Item 1, Attendance to patient care needs is unsatisfactory (AQL .5%)
(3.15 errors)

                       And:              Contract Price is $10,000 per month
                       And:              Patient care deduction percentage is 25%
                       And:              Lot size is 630 (21 patients X 30 shifts per
                                         month)
                       And:              Number of defects in the sample is 5




Then: Deduction from the current months invoice is:

Contract Price X Deduct percentage (25%) X Percent Defective (5 divided by

                  630 = .8%)

                                    Or                $10,000 Contract Price
                                                      X 25% Deduction
                                                      $2,500
                                                      X 0.8% Percentage of sample defective
                                                      $20 month




                                                  EXAMPLE 2:

If : Item 3, Adequate staffing. If staffing requirements were found deficient 8 times during the month.

                      And:               Contract Price is $10,000 per month
                      And:               Adequate staffing deduction percentage is 15%
                                                                                  000-00-0000
                                                                                      Page 33



                    And:              Lot size is 720 hours (30 shifts per month X 24
                                      hours per day at Carville)
                    And:              Number of defects in the sample is 8




Then: Deduction from the current months invoice is:

Contract Price X Deduct percentage (1 S%) X Percent Defective (8 divided by 720 = 1.1 %)

                           Or               $10,000 Contract Price
                                            X 15% Deduction
                                            -----
                                            $1,500
                                            X 0.8% Percentage of sample defective
                                            -----
                                            $16.50 Deduction from monthly invoice




6. During the first month of the contract, a larger error rate (AQL) is allowed for some areas to recognize normal
phase-in problems for certain specific services. The figures contained in parentheses are the AQLs to be used
during this period and will be the basis for determining unsatisfactory performance and any deductions. These
larger error rates apply to the original start up period only. They do not apply for option periods.

7. Nothing in the foregoing provisions shall diminish nor preclude Government actions pursuant to the default
clause or other terms and conditions of this contract.
000-00-0000

                                                 Page 34


                 REGISTER OF WAGE DETERMINATIONS UNDER                                   U. S. DEPARTMENT OF
                        THE SERVICE CONTRACT ACT                                   EMPLOYMENT STANDARDS ADMI
                 By direction of the Secretary of Labor                                    WAGE AND HOUR DIV
                                                                                           WASHINGTON, D.C.

                         [/s/ William W. Gross]                                 Wage Determination No.: 1
William W. Gross              Division of                                                 Revision No.: 1
Director                      Wage Determinations                               Date of Last Revisions: 0
---------------------------------------------------------------------------------------------------------
State: Louisiana

Area: Louisiana Parishes of Ascension, Assumption, East Baton Roug, East Feliciana, Iberia, Iberville, L
Saint James, St Helena, St Landry, St Martin, ST Mary, Tangipahoa, West Baton Roug, West Feliciana
---------------------------------------------------------------------------------------------------------




                  ** Fringe Benefits Required Follow the Occupational Listing **

        OCCUPATION TITLE                                                    MINIMUM
                                                                           WAGE RATE

        ADMINISTRATIVE SUPPORT AND CLERICAL OCCUPATIONS

        Accounting Clerk I                                                             9.03
        Accounting Clerk II                                                           10.42
        Accounting Clerk III                                                          13.28
        Accounting Clerk IV                                                           14.86
        Court Reporter                                                                13.28
        Dispatcher, Motor Vehicle                                                     13.28
        Document Preparation Clerk                                                     9.04
        Duplicating Machine Operator                                                   9.04
        Film/Tape Librarian                                                            8.78
        General Clerk I                                                                7.84
        General Clerk II                                                               8,81
        General Clerk III                                                              9.62
        General Clerk IV                                                              10.79
        housing Referral Assistant                                                    15.80
        Key Entry Operator I                                                           7.72
        Key Entry Operator II                                                          8.77
        Messenger (Courier)                                                            7.82
        Order Clerk I                                                                  9.03
        Order Clerk II                                                                10.42
        Personnel Assistant (Employment)   I                                           8.98
        Personnel Assistant (Employment)   II                                         10.10
        Personnel Assistant (Employment)   III                                        15.27
        Personnel Assistant (Employment)   IV                                         15.80
        Production Control Clerk                                                      13.74
        Rental Clerk                                                                   8.78
        Scheduler, Maintenance                                                        10.10
        Secretary I                                                                   10.10
        Secretary II                                                                  15.27
        Secretary III                                                                 15.80
        Secretary IV                                                                  17.95
        Secretary V                                                                   19.87

                                                                              /S/ ATCH B]
000-00-0000

                                              Page 35

       Service Order Dispatcher                          8.78
       Stenographer I                                    9.14
       Stenographer II                                  10.34
       Supply Technician                                17.95
       Survey Worker (Interviewer)                      13.28
       Switchboard Operator-Receptionist                 8.56
       Test Examiner                                    15.27
       Test Proctor                                     15.27
       Travel Clerk I                                    9.12
       Travel Clerk II                                   9.62
       Travel Clerk III                                 10.15
       Word Processor I                                  9.07
       Word Processor II                                10.60
       Word Processor III                               12.40
       Automatic Data Processing Occupations
       Computer Data Librarian                            9,62
       Computer Operator I                                9.75
       Computer Operator II                              10.88
       Computer Operator III                            15.:30
       Computer Operator IV                              17.58
       Computer Operator V                               19.45
       Computer Programmer I (1)                         13.27
       Computer Programmer II (1)                        15.05
       Computer Programmer III (1)                       18.92
       Computer Programmer IV (1)                        20.66
       Computer Systems Analyst I (1)                    17.91
       Computer Systems Analyst II (1)                   25.06
       Computer Systems Analyst III (1                   27.62
       Peripheral Equipment Operator                     10.88

       AUTOMOTIVE SERVICE OCCUPATIONS

       Automotive Body Repairer, Fiberglass             17.96
       Automotive Glass Installer                       16.05
       Automotive Worker                                16.05
       Electrician, Automotive                          16.99
       Mobile Equipment Servicer                        14.15
       Motor Equipment Metal Mechanic                   17.96
       Motor Equipment Metal Worker                     16.05
       Motor Vehicle Mechanic                           17.96
       Motor Vehicle Mechanic Helper                    14.15
       Motor Vehicle Upholstery Worker                  14.96
       Motor Vehicle Wrecker                            16.05
       Painter, Automotive                              16.99
       Radiator Repair Specialist                       16.05
       Tire Repairer                                    13.67
       Transmission Repair Specialist                   17.96

       FOOD PREPARATION AND SERVICE OCCUPATIONS
                                                                000-00-0000
                                                                    Page 36




Baker                                                                 8.23
Cook I                                                                6.49
Cook II                                                               7.71
Dishwasher                                                            6.13
Food Service Worker                                                   6.13
Meat Cutter                                                           8.87
Waiter/Waitress                                                       6.13

FURNITURE MAINTENANCE AND REPAIR OCCUPATIONS

Electrostatic Spray Painter                                          16.99
Furniture Handler                                                    10.49
Furniture Refinisher                                                 16.99
Furniture Refinisher Helper                                          12.73
Furniture Repairer, Minor                                            14.96
Upholsterer                                                          16.99

GENERAL SERVICES AND SUPPORT OCCUPATIONS

Cleaner, Vehicles 6.13 Elevator Operator                              6.13
Gardener                                                              7.46
 House Keeping Aid I                                                  5.33
House Keeping Aid II                                                  6.13
Janitor                                                               6.13
Laborer, Grounds Maintenance                                          6.13
Maid or Houseman                                                      6.80
Pest Controller                                                       6.30
Refuse Collector                                                      6.13
Tractor Operator                                                      8,29
Window Cleaner                                                        6.13

HEALTH OCCUPATION

Dental Assistant                                                     10.93
Emergency Medical Technician (EMT)/Paramedic/Ambulance Driver        11.08
Licensed Practical Nurse I                                            9.83
Licensed Practical Nurse II                                          11.03
Licensed Practical Nurse III                                         12.34
Medical Assistant                                                     9.77
Medical Laboratory Technician                                        11.24
Medical-Record Clerk                                                  9.95
Medical Record Technician                                            13.54
Nursing Assistant                                                   I 7.10
Nursing Assistant II                                                  7.98
Nursing Assistant III                                                 8.71
Nursing Assistant IV                                                  9.77
Pharmacy Technician                                                  12.19
Phlebotomist                                                         11.03
Registered Nurse I                                                   15.57
Registered Nurse II                                                  19.06
Registered Nurse II, Specialist                                      19.06
                                                          000-00-0000
                                                              Page 37




      Registered Nurse III                                     23.06
      Registered Nurse ill, Anesthetist                        23.06
      Registered Nurse IV                                      27.62

      INFORMATION AND ARTS OCCUPATIONS

      Audiovisual Librarian                                    15.61
      Exhibits Specialist I                                     9.04
      Exhibits Specialist II                                   13.98
      Exhibits Specialist III                                  13.98
      Illustrator I                                             9.04
      Illustrator II                                           13.98
      Illustrator III                                          17.10
      Librarian                                                18.18
      Library Technician                                       13.74
      Photographer I                                           10.40
      Photographer II                                          16.08
      Photographer III                                         16.08
      Photographer IV                                          19.67
      Photographer V                                           23.81




LAUNDRY, DRY CLEANING, PRESSING AND RELATED OCCUPATIONS

      Assembler                                                6.4 7
       Counter Attendant                                        6.47
      Dry Cleaner                                               8.30
       Finisher, Flatwork, Machine                              6.47
      Presser, Hand                                            6.4 7
      Presser, Machine, Drycleaning                             6.47
      Presser, Machine, Shirts                                  6.47
      Presser, Machine. Wearing Apparel. Laundry                6.47
       Sewing Machine Operator                                  8.91
      Tailor                                                    9.52
      Washer, Machine                                           7,08

      MACHINE TOOL OPERATION AND REPAIR OCCUPATIONS

      Machine-Tool Operator (Toolroom)                         16.99
      Tool and Die Maker                                       20.71

      MATERIAL HANDLING AND PACKING OCCUPATIONS

      Forklift-Operators                                       12.73
      Fuel Distribution System Operator                        14.15
      Material Coordinator                                     14.96
      Material Expediter                                       14.96
      Material Handling Laborer                                10.79
      Order Filler                                             11.55
      Production Line Worker (Food Processing)                 12.73
      Shipping Packer                                          10.52
      Shipping/Receiving Clerk                                 10.52
      Stock Clerk (Shelf Stocker; Store Worker II)             11.61
      Store Worker                                             17.63
                                                       000-00-0000
                                                           Page 38




Tools and Parts Attendant                                   12.73
Warehouse Specialist                                        12.73

Mechanics and Maintenance and Repair Occupations

Aircraft Mechanic                                           17.96
Aircraft Mechanic Helper                                    12.73
Aircraft Quality Control Inspector                          18.89
Aircraft Service                                            14.96
Aircraft Worker                                             16.05
Appliance Mechanic                                          16.99
Bicycle Repairer                                            13.67
Cable Splicer                                               18.65
Carpenter, Maintenance                                      16.99
Carpet Layer                                                16.05
Electrician, Maintenance                                    19.88
Electronics Technician, Maintenance I                       17.11
Electronics Technician, Maintenance II                      20.40
Electronics Technician, Maintenance III                     21.55
Fabric Worker                                               14.96
Fire Alarm System Mechanic                                  17.96
Fire Extinguisher Repairer                                  14.15
Fuel Distribution System Mechanic                           17.96
General Maintenance Worker                                  17.96
Heating, Refrigeration and Air Conditioning Mechanic        17.96
Heavy Equipment Mechanic                                    17.96
Heavy Equipment Operator                                    17.96
Instrument Mechanic                                         17.96
Laborer                                                      6.13
Locksmith                                                   16.99
Machinery Maintenance Mechanic                              17.96
Machinist, Maintenance                                      17.96
Maintenance Trades Helper                                   12.73
                                                           ======
Millwright                                                  17.96
Office Appliance Repairer                                   16.99
Painter, Aircraft                                           16.99
Painter, Maintenance                                        16.99
Pipefitter, Maintenance                                     17.96
Plumber, Maintenance                                        16.99
Pneudraulic Systems Mechanic                                17.96
Rigger                                                      17.96
Scale Mechanic                                              16.05
Sheet-Metal Worker, Maintenance                             17.96
Small Engine Mechanic                                       16.05
Telecommunication Mechanic I                                17.96
Telecommunication Mechanic II                               18.89
Telephone Lineman                                           17.96
Welder, Combination, Maintenance                            17.96
Well Driller                                                17.96
Woodcraft Worker                                            17.96
                                                                    000-00-0000
                                                                        Page 39




Woodworker 15. 53

MISCELLANEOUS OCCUPATIONS

       Animal Caretaker                                                   6.26
       Carnival Equipment Operator                                        8.29
       Carnival Equipment Repairer                                        9.03
       Carnival Worker                                                    6.13
       Cashier                                                            7.85
       Desk Clerk                                                         9.60
       Embalmer                                                          16.57
       Lifeguard                                                          9.02
       Mortician                                                         16.57
       Park Attendant (Aide)                                             11.11
       Photofinishing Worker (Photo Lab Tech., Darkroom Tech)             8.97
       Recreation Specialist                                             13.32
       Recycling Worker                                                   6.87
       Sales Clerk                                                        8.87
       School Crossing Guard (Crosswalk Attendant)                       15.67
       Sport Official                                                     8.56
       Survey Party Chief (Chief of Party)                               12.59
       Surveying Aide                                                     7.39
       Surveying Technician (Instr. Person/Surveyor Asst./lnstr.)        10.81
       Swimming Pool Operator                                             7.53
       Vending Machine Attendant                                          5.97
       Vending Machine Repairer                                           7.53
       Vending Machine Repairer Helper                                    5.97

       PERSONAL NEEDS OCCUPATIONS

       Child Care Attendant                                               9.60
       Child Care Center Clerk                                           11.99
       Chore Aid                                                          6.13
       Homemaker                                                         15.32

       PLANT AND SYSTEM OPERATION OCCUPATIONS

       Boiler Tender                                                     17.96
       Sewage Plant Operator                                             16.99
       Stationary Engineer                                               17.96
       Ventilation Equipment Tender                                      12.73
       Water Treatment Plant Operator                                    16.99

       PROTECTIVE SERVICE OCCUPATIONS

       Alarm Monitor                                                      9.29
       Corrections Officer                                               11.93
       Court Security Officer                                            12.39
       Detention Officer                                                 11.93
       Firefighter                                                       13.13
       Guard I                                                            7.06
       Guard II                                                           8.33
       Police Officer                                                    14.75
                                                                        000-00-0000
                                                                            Page 40




STEVEDORING/LONGSHOREMEN OCCUPATIONS

     Blocker and Bracer                                                      16.06
     Hatch Tender                                                            16.06
     Line Handler                                                            16.06
     Stevedore I                                                             14.96
     Stevedore II                                                            16.99
     Technical Occupations Air Traffic Control Specialist, Center (2)        27.00
     Air Traffic Control Specialist, Station (2)                             18.62
     Air Traffic Control Specialist, Terminal (2)                            20.50
     Archeological Technician I                                              10.09
     Archeological Technician II                                             11.28
     Archeological Technician III                                            13.98
     Cartographic Technician                                                 15.81
     Civil Engineering Technician                                            14.20
     Computer Based Training (CST) Specialist/ Instructor                    17.61
     Drafter I                                                                8.40
     Drafter II                                                               8.55
     Drafter III                                                              9.04
     Drafter IV                                                              13.98
     Engineering Technician I                                                 9.06
     Engineering Technician II                                                9.83
     Engineering Technician III                                              10.40
     Engineering Technician IV                                               16.08
     Engineering Technician V                                                19,67
     Engineering Technician VI                                               23.81
     Environmental Technician                                                15.54
     Flight Simulator/Instructor (Pilot)                                     25.06
     Graphic Artist                                                          15.57
     Instructor                                                              15.89
     Laboratory Technician                                                   13.97
     Mathematical Technician                                                 13.98
     Paralegal/Legal Assistant I                                             15.27
     Paralegal/Legal Assistant II                                            17.95
     Paralegal/Legal Assistant III                                           21.97
     Paralegal/Legal Assistant IV                                            26.57
     Photooptics Technician                                                  16.08
     Technical Writer                                                        19.69
     Unexploded (UXO) Safety Escort                                          17.16
     Unexploded (UXO) Sweep Personnel                                        17.16
     Unexploded Ordnance (UXO) Technician I                                  17.16
     Unexploded Ordnance (UXO) Technician II                                 20.76
     Unexploded Ordnance (UXO) Technician III                                24.88
     Weather Observer, Combined Upper Air and Surface Programs (3)           13.97
     Weather Observer, Senior (3)                                            15.54
     Weather Observer, Upper Air (3)                                         13.97
                                                                                             000-00-0000
                                                                                                 Page 41




TRANSPORTATION/MOBILE EQUIPMENT OPERATION OCCUPATIONS

          Bus Driver                                                                                17.28
          Parking and Lot Attendant                                                                  6.73
          Shuttle Bus Driver                                                                        11.41
          Taxi Driver                                                                                7.26
          Truckdriver, Heavy Truck                                                                  14.21
          Truckdriver, Light Truck                                                                  11.41
          Truckdriver, Medium Truck                                                                 12.71
          Truckdriver, Tractor-Trailer                                                              14.21




ALL OCCUPATIONS LISTED ABOVE RECEIVE THE FOLLOWING BENEFITS:

HEALTH & WELFARE: $2.02 an hour or 580.80 a week or $350.13 a month.

VACATION: 2 weeks paid vacation after 1 year of service with a contractor or successor; 3 weeks after 5
years, and 4 weeks after 15 years. Length of service includes the whole span of continuous service with the
present contractor or successor, wherever employed, and with the predecessor contractors in the performance of
similar work at the same. Federal facility. (Reg. 29 CFR .x.173)

(HOLIDAYS: A minimum of ten paid holidays per year: New Year's Day, Martin Luther King Jr.'s Birthday,
Washington's Birthday Memorial Day. Independence Day. Labor Day. Columbus Day. Veterans' Day,
Thanksgiving Day; and Christmas Day. (A contractor may substitute for any of the named holidays another day
off with pay in accordance with o plan communicated to the employees involved.) (See 29 CFR 4.174)

THE OCCUPATIONS WHICH HAVE PARENTHESES AFTER THEM RECEIVE THE
FOLLOWING BENEFITS
(as numbered):

1) Does not apply to employees employed in a bona fide executive, administrative or professional capacity as
defined and delineated in 29 CFR 541. (See CFR 4.156)

2) APPLICABLE TO AIR TRAFFIC CONTROLLERS ONLY - NIGHT DIFFERENTIAL: An employee is
entitled to pay for all work performed between the hours of 6:00 P.M. and 6:00 A.M. at the rate of basic pay
plus a night pay plus a night differential amounting to 10 percent of the rate of basic pay.

3) WEATHER OBSERVERS - NIGHT PAY & SUNDAY PAY: If you work at night as part of a regular tour
of y, you will earn a night differential and receive an additional 10% of basic pay for any hours worked between
6pm and Gam. If you are a full-time employed (40 hours a week) and Sunday is part of your regularly scheduled
workweek, you are paid at your rate of basic pay plus a Sunday premium of 25% of your basic rate for each
hour of Sunday work which is not overtime (i.e. occasional work on Sunday outside the normal tour of duty is
considered overtime work).

HAZARDOUS PAY DIFFERENTIAL: An 8 percent differential is applicable to employees employed in a
position that represents a high degree of hazard when working with or in close proximity to ordinance, explosives;
and incendiary materials. This includes work such as screening, blending, dying, mixing, and pressing of sensitive
ordance, explosives and pyrotechnic compositions such as lead azide, black powder and photoflash powder. All.
dry-house activities involving propellants or explosives. Demilitarization, modification, renovation, demolition, and
maintenance operations on sensitive ordinance, explosives and incendiary materials. All operations involving
regrading and cleaning of artillery ranges.

A 4 percent differential is applicable to employees employed in a position that represents a low degree of hazard
when working with, or in close proximity to ordancne, (or employees possibly adjacent to) explosives and
incendiary materials which involves potential injury such as laceration of hands, face, or arms of the employee
engaged in the operation, irritation of the skin, minor burns and the like: minimal damage to immediate or adjacent
work area or equipment being used. All operations involving, unloading, storage, and hauling of ordance.
explosive, and incendiary ordnance material other than small arms ammunition. These differentials are only
applicable to work that has been specifically designated by the agency for ordance, explosives, and incendiary
material differential pay.
000-00-0000

                                                       Page 42

**UNIFORM ALLOWANCE **

If employees are required to wear uniforms in the performance of this contract (either by the terms of the
Government contract, by the employer, by the state or local law, etc.), the cost of furnishing such uniforms and
maintaining (by laundering or dry cleaning) such uniforms is an expense that may not be borne by an employee
where such cost reduces the hourly rate below that required by the wage determination. The Department of
Labor will accept payment in accordance with the following standards as compliance:

The contractor or subcontractor is required to furnish all employees with an adequate number of uniforms without
cost or to reimburse employees for the actual cost of the uniforms. In addition, where uniform cleaning and
maintenance is made the responsibility of the employee, all contractors and subcontractors subject to this wage
determination shall (in the absence of a bona fide collective bargaining agreement providing for a different amount,
or the furnishing of contrary affirmative proof as to the actual cost), reimburse all employees for such cleaning and
maintenance at a rate of 83.35 per week (or 8.67 cents per day). However, in those instances where the
uniforms furnished are made of "wash and wear" materials, may be routinely washed and dried with other
personal garments, and do not require any special treatment such as dry cleaning, daily washing, or commercial
laundering in order to meet the cleanliness or appearance standards set by the terms of the Government contract,
by the contractor, by law, or by the nature of the work, there is no requirement that employees be reimbursed for
uniform maintenance costs.

                     ** NOTES APPLYING TO THIS WAGE DETERMINATION **

Source of Occupational Title and Descriptions:

The duties of employees under job titles listed are those described in the "Service Contract Act Directory of
Occupations," Fourth Edition. January 1993, as amended by the Third Supplement, dated March 1997, unless
otherwise indicated. This publication may be obtained from the Superintendent of Documents, at 202783-3238,
or by writing to The Superintendent of Documents, U.S. Government Printing Office, Washington. D.C. 20,102.
Copies of specific job descriptions may also be obtained from the appropriate contracting officer

REQUEST FOR AUTHORIZATION OF ADDITIONAL CLASSIFICATION AND WAGE RATE
{Standard
Form 1444 (SF 1444))

Conformance Process:

The contracting officer shall require that any class of service employee which is not listed herein and which is to
be employed under the contract (i.e., the work to be performed is not performed by any classification listed in the
wage determination), be classified by the contractor so as to provide a reasonable relationship (i.e., appropriate
level of skill comparison) between such unlisted classifications and the classifications listed in the wage
determination. Such conformed classes of employees shall be paid the monetary wages and furnished the fringe
benefits as are determined. Such conforming process shall be initiated by the contractor prior to the performance
of contract work by such unlisted class(es) of employees. The conformed classification, wage rate, and/or fringe
benefits shall be retroactive to the commencement date of the contract. {See Section 4.6 (C)(vi)) When multiple
wage determinations are included in a contract, a separate SF 1444 should be prepared for each wage
determination to which a class(es) is to be conformed.

The process for preparing a conformance request is as follows:

1) When preparing the bid, the contractor identifies the need for a conformed occupations) and computes a
proposed rate(s).

2) After contract award, the contractor prepares a written report listing in order proposed classification title(s), a
Federal grade equivalency (FGE) for each proposed classification(s), job description(s), and rationale for
roposed wage rate(s), including information regarding the agreement or disagreement of the authorized
epresentative of the employees involved, or where there is no authorized representative, the employees
themselves. themselves. This report should be submitted to the contracting officer no later than 30 days after such
unlisted classes) of employees performs any contract work.

3 The contracting officer reviews the proposed action and promptly submits a report of the action, together with
the agency's recommendations and pertinent information including the position of the contractor and the
employees, to the Wage and Hour Division, Employment Standards Administration, U .S. Department of Labor,
for review. (See section 4.6(b)(2) of Regulations 29 CFR Part 4).

4) Within 30 days of receipt, the Wage and Hour Division approves, modifies, or disapproves the action via
000-00-0000

                                                        Page 43

transmittal to the agency contracting officer, or notifies the contracting officer that additional time will be required
to process the request.

5) The contracting officer transmits the Wage and Hour decision to the contractor.

6) The contractor informs the affected employees.

Information required by the Regulations must be submitted on SF 1444 or bond paper.

When preparing a conformance request, the "Service Contract Act Directory of Occupations" (the Director;
should be used to compare job definitions to insure that duties requested are not performed by a classification
already listed in the wage determination. Remember, it is not the job title, but the required tasks that determine
whether a class is included in an established wage determination. Conformances ma; not be used to artificially
split, combine, or subdivide classifications listed in the wage determination.
                                                 EXHIBIT 10.19

STATE OF CALIFORNIA                                                                             CONTRACT NUMBER
STANDARD AGREEMENT - APPROVED BY THE ATTORNEY GENERAL                                           ICM01114
STD. 2 (REV. 5-91) CDC ELECTRONIC (1/94)                                                        TAXPAYER'S FEDERAL EMPLOY
                                                                                                94-3110889

         THIS AGREEMENT, made and entered into this 4th day of March, 2002 in the State of California, by
State of California, through its duly elected or appointed, qualified and acting

TITLE OF OFFICER ACTING FOR STATE                                     AGENCY
Chief, Institution Contracts Section                                  Department of Corrections                        , hereaf
CONTRACTOR'S NAME
TELESCIENCE INTERNATIONAL, INC.                                                                                        , hereaf
                                                                                                                       Contract




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.)

This is a Master Contract in which the Contractor agrees to provide TEMPORARY/ RELIEF NURSING
SERVICES AS, PRIMARY, SECONDARY, TERTIARY, FOURTH, FIFTH, SIXTH,
SEVENTH, EIGHTH, OR NINTH PROVIDER for the California Department of Corrections. Contractor shall
perform services to participating institutions as listed on this agreement. Services shall be provided in accordance
with Exhibit 1 and the following attachments, attached and hereby incorporated into this contract by this
reference.

               Attachment    A   -                         Scope of Services
               Attachment    B   -                         General Terms and Conditions
               Attachment    C   -                         Bid Proposal
               Attachment    D   -                          Participating Institutions
               Attachment    E   -                         Fax Transmittal
               Attachment    F   -                         List of Regional Accounting Offices




The term of this contract shall be for the period April 1, 2002 through September 30, 2004.

The estimated contract amount shall not exceed One Hundred Thirty Million Dollars ($130,000,000.00). There
is no monetary obligation on this Master Contract; funds for each institution will be encumbered on a Notice to
Proceed (NTP). The State makes no commitment, written or implied, as to the total amount to be expended
during the term of this contract.

CONTINUED ON 40 SHEETS, EACH BEARING NAME OF CONTRACTOR AND CONTRACT
NUMBER.


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

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

=========================================================================================================
                          STATE OF CALIFORNIA                                                           C
------------------------------------------------------------------------- -------------------------------
AGENCY                                                                    CONTRACTOR (If other than an in
                                                                          a corporation, partnership, et
------------------------------------------------------------------------- -------------------------------
Department of Corrections                                                 TELESCIENCE INTERNATIONAL, INC.
------------------------------------------------------------------------- -------------------------------
(AUTHORIZED SIGNATURE)                                                    BY (AUTHORIZED SIGNATURE)
[/s/ Janet E. Miura]                                                      [/s/ Christopher M. Wallace]
------------------------------------------------------------------------- -------------------------------
PRINTED NAME OF PERSON SIGNING                                              PRINTED NAME AND TITLE OF PERSO
[JANET E. MIURA]                                                            Christopher M. Wallace, VP (703
-------------------------------------------------------------------------   -------------------------------
[TITLE] ADDRESS
Chief, Institution Contracts Section                                        2230 Gallows Rd, Ste. 310, Vien
-------------------------------------------------------------------------   -------------------------------
STATE OF CALIFORNIA
STANDARD AGREEMENT
STD. 2 (REV. 5-91) (REVERSE) CDC ELECTRONIC (1/94)

TeleScience International, Inc. Contract No. ICM01 114

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

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

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

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

5. Time is of the essence in this agreement.

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

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

----------------------------------- ------------------------------------------------ --------------------
AMOUNT ENCUMBERED BY THIS            PROGRAM/CATEGORY (CODE AND TITLE)                FUND TITLE
DOCUMENT                             Clearing Account I                               General
                                     ------------------------------------------------ --------------------
$-0-                                 (OPTIONAL USE)
PRIOR AMOUNT ENCUMBERED FOR          Various
                                     ---------------------------------------------------------------------
THIS CONTRACT                        ITEM                                       CHAPTER           STATUTE
$-0-
-----------------------------------
TOTAL AMOUNT ENCUMBERED TO           5240-001-0001-Various                      106               2001
                                                                                pending           2002
                                                                                pending           2003
                                                                                pending           2004
                                     ---------------------------------------------------------------------
DATE                                 OBJECT OF EXPENDITURE (CODE AND TITLE)
$-0                                  413.06 0 - Health and Medical Registry
-------------------------------------------------------------------------------------- ------------------
I hereby certify upon my own personal knowledge that budgeted funds are available for the period    T.B.A.
and purpose of the expenditure stated above.
---------------------------------------------------------------------------------------------------------
SIGNATURE OF ACCOUNTING OFFICER
X          [/s/ Signature Illegible]
---------------------------------------------------------------------------------------------------------




                                                          2
TeleScience International, Inc. Attachment A

                                        STATE OF CALIFORNIA
                                    DEPARTMENT OF CORRECTIONS

                                             SCOPE OF SERVICES

                               TEMPORARY/RELIEF NURSING SERVICES

                                         CONTRACT NO. ICM01 114

Contractor shall provide temporary/relief Licensed Registered Nurses (RN), Licensed Vocational Nurses
(LVN), Nurse Practitioner (NP), Certified Nursing Assistants (CNA), Certified Registered Nurse Anesthetist
(CRNA), Surgical Technician (ST), Surgical Nurse (SN) and Medical Assistants (MA) to render nursing care
services to inmate patients under the jurisdiction of the California Department of Corrections (CDC). As
emergent needs occur other nursing specialties may be requested by the institution. Nursing personnel referred by
the Contractor must be appropriately licensed, certified and qualified, and able to perform the tasks associated
with providing the above medical service and assume full responsibility for services performed. Services shall be
provided at the designated times and locations listed in Attachment D, as authorized by the Health Care
Manager/Chief Medical Officer (HCM/CMO) or designee.

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

Contractor agrees that all referred registry personnel will be required to render health services to any inmate as
needed. Registry, nursing staff will work under the clinical direction of the HCM/CMO or designee.

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

Temporary/Relief nursing services shall be utilized only when patient acuity levels or appropriate staffing levels
cannot be maintained with civil service nursing staff.

CONTRACT REPRESENTATIVE

The contract liaison person is listed in Attachment D and can be contacted Monday through Friday, from 8:00
a.m. to 4:00 p.m. The Institution's contract liaison or his/her designee shall pre-arrange all needed services to
assure continuity of care and to minimize the disruption of CDCs workload.

REQUESTS FOR SERVICES

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

                                                          3
TeleScience International, Inc. Attachment A Scope of Services Contract No. ICM01114

ACCEPTABLE. The initial contact to request services may be by telephone; however, CDC shall follow up
immediately with a facsimile request (Attachment
E). The Contractor shall respond to the institution's request for services within two hours of the initial contact.

Nursing services may be ordered twenty-four (24) hours a day, seven (7) days a week, including holidays.
Contractor shall provide nurses within the time frames specified by the institution contract liaison. Requests for
nursing services shall be for a minimum of eight (8) hours per shift.

When requesting nursing services, CDC shall inform the Contractor of 1) the duration of services, 2) the number
and type of nursing staff required, and 3) the shift assignment(s). Contractor must be able to provide nurses who
will work a regular work schedule of 8 hours and/or an alternate work schedule that is greater than 8 hours per
day (e.g., 10 hours per day, 12 hours per day) as necessary to minimize accrual of overtime. If Contractor
cannot provide nurses to work an alternate Work schedule, but can provide nurses for 8 hours or less, multiple
nurses shall be assigned to meet the shift needs of the Institution and to avoid accrual of overtime pay.

If the duration of services must be extended, CDC shall make every attempt to notify the Contractor not less than
seventy-two (72) hours before the end of the current service period. The institution's HCM/CMO or designee
shall document the request in writing.

CDC may cancel or change nursing 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 nursing staff reports as scheduled, CDC shall be liable for one-half of the
daily second shift rate.

SCHEDULING

Contractor and Contractor's personnel referred to the Institution shall ensure that all ordered nursing registry
service have prior authorization and are mutually agreed upon between the HCM/CMO, or designee, and the
Contractor.

CONTRACTOR RESPONSIBILITIES

Nursing services shall include, but not be limited to:

1. Provide patient care consistent with the scope of license and/or certification and in accordance with physician's
orders and the CDC facility policies and procedures;

2. Document and maintain medical records in accordance with CDC facility policies and procedures;

3. Perform and document nursing assessment for assigned patients, and reporting

                                                           4
TeleScience International, Inc. Attachment A Scope of Services Contract No. ICM01114

significant changes to attending physician and/or lead or supervisory staff in a timely manner;

4. Provide patient education consistent with their medical condition; Comply with universal safety precautions and
maintain a safe work environment at all times;.

5. Maintain CDC security measures; and

6. Assist the physician with all treatment modalities.

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

HOURS OF OPERATION

Services are to be provided for a variety of shifts, which 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.




Nurses provided by the Contractor must be available to work every day of the year, including holidays. Staff
shall report for beginning/ending of shifts in accordance with the policies and procedures of the requesting
institution. Contractor shall notify CDC at least twenty-four (24) hours in advance of scheduled service if unable
to provide service for reasons other than illness, or immediately provide replacement staff to avoid disruption of
service.

OVERTIME PAY RATE ALLOWANCES

Contractor shall be responsible for rotating staff and providing relief staff to avoid Contractor's payment of
overtime. CDC shall pay overtime to Contractor for unanticipated events, such as an institution emergency after
normal shift or lock-dowh at time and one-half (1-1/2) the hourly rate identified in Contractor's Bid Proposal
(Attachment C) when authorized by the HCM/CMO, or designee.

If an unanticipated overtime situation arises, Contractor must obtain written approval from the HCM/CMO for
payment of the overtime. Contractor's failure to- obtain written approval for overtime will make the Contractor
the responsible party for the payment of any unauthorized overtime to affected personnel. If the HCM/CMO
approves the

                                                          5
TeleScience International, Inc. Attachment A Scope of Services Contract No. ICM01114

overtime, a copy of the approval letter must accompany the monthly invoices.

Contractor shall guarantee that California Labor Code, Division 2, Part 2, Chapter 1, Sections 500 through 558,
have been complied with when providing personnel to work the alternate .and/or regular-work schedule.
Pursuant to California Labor Code Sections 500 through 558, overtime will apply as follows:

1. Regular Work Schedule - 8-hour shift. The regular time worked must be in excess of eight (8) hours per day.

2. Alternate Work Schedule - 10 or 12-hour shift. Contractor shall ensue that all personnel provided under the
alternate work schedule understand that any time worked under these criteria will be paid at straight time.
Overtime will apply only when the time worked is in excess of the assigned 10 or 12-hour shift per day or in
excess of forty (40) hours within the same workweek .

HOLIDAY PAY RATE ALLOWANCES

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

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

                        December 24th, 1st Shift                 10:30 p.m. to 6:30 a.m.
                        December 25th, 2nd Shift                 6:30 a.m. to 2:30 p.m.
                        December 25th, 3rd Shift                 2:30 p.m. to 10:30 p.m.




QUALIFICATIONS

In addition to the required licenses and/or certifications noted herein, nurses assigned to CDC must have a
minimum amount of experience as outlined below:

1. Registered Nurse Licensed Vocational Nurse, Certified Nursing- Assistant: At least one (1) year of experience
within the last three (3) years rendering patient or nursing care (accumulated part-time work to meet the one-year
requirement is acceptable).

                                                         6
TeleScience International, Inc. Attachment A Scope of Services Contract No. ICM01114

2. Surgical Nurse

Surgical Nurse will only be used by the institutions with hospitals. At least one (1) year of experience within the
last three (3) years rendering patient or nursing care (accumulated part-time work to meet the one-year
requirement is acceptable).

3. Medical Assistants

At least one (1) year of experience within the last three (3) years working performing administrative and clinical
tasks in a health care facility.

4. Certified Registered Nurse Anesthetist

At least one (1) year of experience within the last three (3) years performing the duties of a Nurse Anesthetist:

5. Surgical Technician

Surgical Technician will only be used by the institutions with hospitals. Must have earned their diploma from a
technical program accredited by the Commission on Accreditation for Allied Education Programs (CAAHEP).
At least one (1) year of experience within the last three (3) years performing the duties of a Surgical Technician.

6. Nurse Practitioner

At least one (1) year of experience within the last three (3) years providing patient care and performing duties at
the nurse practitioner level.

Specialty Services:

In addition to the above requirements, RNs, LVNs or CNAs who are requested to work in a specialized area
such as emergency room, psychiatric care, obstetrics/gynecology, surgery, etc. shall also have at least one year
experience within the last three years providing patient care within that setting and possess any required
certificates.

For Female Institutions (NCWF, CIW, CCWF, VSPW, and CRC), in addition to the above qualifications,
registered nurses provided by Contractor must also have at least one (1) year of experience within the last five
(5) years rendering Obstetric and Gynecological nursing services a health care setting.

Copies of the following documents are required for all nursing 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 RN/LVN license, NP/CRNA license and certificate, and CNA/MA certificate.

2. Current Cardiopulmonary Resuscitation Certificate (CPR) for each nurse.

3. Employment Eligibility Verification (I-9) reports.

For Institutions with a licensed General Acute Care Hospital (CIM, CMF, COR,
CMC), a current copy of Contractor's Medical/Clinical Skills Inventory Checklist and Clinical Performance
Evaluation Checklist, validating the competency of Contractor's personnel

                                                          7
TeleScience International, Inc. Attachment A Scope of Services Contract No. ICM01114

to perform the duties, is required by this contract.

Registered Nurses, Licensed Vocational Nurses, Certified Nursing Assistants and Medical Assistants working in
the 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 contract.

Contractor shall obtain at least two (2) reference checks on each nurse and maintain records of verification,
Records shall include the following:

1. Name of person contacted and date

2. Name of previous acute care hospital or health facility specialty areaslunits worked

Contractor shall obtain resumes on each Nurse and submit the document to the Institution upon referral. Such
records shall include the following.

o RN, LVN, CNA, CRNA, NP, ST, SN - qualifying experience in the level of skill the nurse is certified and/or
licensed, and if applicable, specialty service.

o Medical Assistant - provide qualifying experience and certificate.

o Name of previous paid employment as a nurse.

o Length of employment.

o Rehire status.

PERSONNEL

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

Contractor shall ensure that all referred personnel referred through this contract are proficient in the English
language; be able to speak fluently, understand oral and written communications, and write effectively. Any nurse
referred 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 nurse does not meet minimum qualifications. The CDC
shall not pay the Contractor for any hours worked by a referred nurse who does not meet the minimum
qualifications.

Institutions may on occasion request bi-lingual (English/Spanish) speaking nurses.

The contractor shall report in writing the resignation or dismissal of personnel who are essential to the successful
operation of the contract:

                                                          8
TeleScience International, Inc. Attachment A Scope of Services Contract No. ICM01114

PERSONNEL LICENSE/PERMIT/CERTIFICATION

Prior to providing services as outlined in this contract, Contractor shall provide a roster listing Registered.
Nurses, Licensed Vocational Nurses, Nurse Practitioner, Certified Nursing. Assistants, Certified Registered
Nurse Anesthetist, Surgical Technician, Surgical Nurse or Medical Assistants designated for assignment to CDC,
Each Nurse referred to the Institution by the Contractor shall have a current and valid license and/or certificate in
accordance with the State requirement for their profession. Contractor shall ensure that all referred personnel
licenses, permits, certifications and other requirements outlined herein are current and in effect at all times during
the term of this contract. In the event the required licenses/certifications/permits expire, Contractor shall provide
current/renewed license/certifications(s) to CDC no less than thirty (30) days prior to the expiration, or replace
the personnel. Contractor is responsible for verifying through the appropriate licensing boards that no adverse
actions have been taken by the State licensing authorities against any nurse assigned to CDC, and that ail licenses
are active and void of misconduct. CDC may, at its discretion, verify the current status of nurse assigned. If,
during the course of this contract, any of the licenses and requirements as stated herein are found to be inactive or
not in compliance, CDC may immediately terminate this contract.

PERSONNEL SECURITY CLEARANCE

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.

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 prior to being scheduled to work any shift as outlined in "Orientation" provision provided
herein. Contractor will provide CDC/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.

ORIENTATION

Contractor agrees that prior to being scheduled to work at the Institution, all referred 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:

                                                            9
TeleScience International, Inc. Attachment A Scope of Services Contract No. ICM01114

o Required documents to be carried (e.g., license(s), CDC identification badge, registry identification, if
applicable)

o Inmate security policies and procedures

o Reporting for beginning/ending of shift assignment

o Rules governing overtime

o Uniform or dress code Reporting of personal illness Reporting of industrial illness or injury

o Background investigations, fingerprinting and Digest of Laws Relating to Association with Prison Inmate
requirements

o Authorization to be on CDC premises limited to scheduled work hours or orientation

o Rules governing gate clearance requirements Administrative and related service provided policies/procedures

o Infection Control and Universal Precautions working in a correctional environment

o California Occupational Safety and Health Administration (CAL OSHA) regulations relating to Bloodborne
Pathogens CDC Tuberculosis (TB) Exposure Control Plan

o CDC Hepatitis and Human Immunodeficiency Virus (HIV) programs

o 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 or referred personnel will be paid for the time spent in the orientation class after working at a
CDC institution a minimum of eighty (80) hours in excess of the orientation hours. Attendees who do not work a
minimum of eighty (80) hours in excess of the orientation class hours shall not be paid for the time spent in the
orientation class.

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

REQUIRED LICENSES/PERMITS/CERTIFICATIONS TO CONDUCT BUSINESS IN
CALIFORNIA

Contractor shall possess and maintain throughout the term of this contract a current and valid license to do
business in the State of California and shall obtain at Contractor's expense any and all necessary license(s), permit
(s), and certificate(s) required by law for accomplishing any work required in connection with this contract.

                                                         10
TeleScience International, Inc. Attachment A Scope of Services Contract No. ICM01114

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

MULTIPLE CONTRACT AWARD

When services are needed, the "primary" contractor, defined as the lowest responsible bidder, will be contacted
first. WHEN and ONLY IF, the primary contractor is unable to provide services, the "secondary" contractor,
defined as the second lowest responsible bidder, will be contacted. This process will be repeated based on the
number of contracts awarded and will take place each time the Institution contacts the Contractor to provide
services.

FAILURE TO PERFORM

In order 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 nursing personnel assigned to CDC. Any
nursing 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 his/her designee shall state in writing the reasons nursing personnel do not meet qualifications and
CDC shall not be required to pay Contractor for any hours worked by such nursing personnel. Contractor will be
required to provide an immediate replacement.

Failure to provide services on three (3) occasions may result in the institution not contacting your company prior
to going to the other contractors for the duration of the contract term.

INSPECTIONS

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

                                                         11
TeleScience International, Inc. Attachment B

                                        STATE OF CALIFORNIA
                                    DEPARTMENT OF CORRECTIONS

                                  GENERAL TERMS AND CONDITIONS

                              TEMPORARY/RELIEF NURSING SERVICES

INVOICING AND PAYMENT

For services satisfactorily rendered and upon receipt and approval of the invoices, the State agrees to
compensate the Contractor for actual expenditures incurred in accordance with ATTACHMENT C - BID
PROPOSAL.

State agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified
in the Contractor's Bid Proposal.

Invoices shall include the Contract Number, Contractor name and address, institution, date(s) of service, type of
service and total hours of service. There will be no additional compensation for the time involved with entering
and exiting the institution, travel, meals or lodging. Invoices shall be submitted in triplicate not more frequently
than monthly in arrears to the appropriate Regional Accounting Office as indicated in Attachment F.

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

The State's obligations under this contract are contingent upon and subject to the availability of funds
appropriated each fiscal year for this contract.

INVOICING INFORMATION

In preparing invoices for payment per the Invoice and Payment provision above, the Contractor shall ensure the
following information is provided:

1) Contractor name, address and contract number;

2) CDC institution;

3) The names of the contractor personnel;

4) The location in the facility (Housing Unit, Yard, Acute Care Hospital, Skilled Nursing Facility, Infirmary/CTC,
etc.) where work was conducted each day;

5) Number of hours worked each day;

6) Type of service.

                                                         12
TeleScience International, Inc. Attachment B General Terms and Conditions Contract No. ICM01114

ACCOUNTING PRINCIPLES

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

AUDITS

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

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

MINIMUM WAGE

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

WORKERS' COMPENSATION

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

LICENSES AND PERMITS

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

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

                                                        13
TeleScience International, Inc. Attachment B General Terms and Conditions Contract No. ICM01114

and shall submit an affidavit to show that the business is in good standing in that state, province, or country.

In the event any license(s) and/or permit(s) expire at any time during the term of this contract, 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 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 contract upon occurrence of such event.

LIABILITY FOR NONCONFORMING WORK

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

CONTRACT APPROVAL

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

CONTRACT VIOLATIONS

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

RIGHT TO TERMINATE

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

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

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

                                                           14
TeleScience International, Inc. Attachment B General Terms and Conditions Contract No. ICM01114

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.

TEMPORARY NONPERFORMANCE

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

DISPUTE CLAUSE

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

DISABILITY PLACEMENT

By signing this contract, Contractor assures the State it complies 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.

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 two-year period because of Contractor's failure to comply with an order of a federal court which
ordered the Contractor to comply with an order of the National Labor Relations Board (Public Contract Code
Section 10296).

NONDISCRIMINATION CLAUSE

During the performance of this contract, 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 from such
discrimination and harassment. Contractors and subcontractors shall comply with the provisions of the Fair
Employment

                                                         15
TeleScience International, Inc. Attachment B General Terms and Conditions Contract No. ICM01114

and Housing Act (Government Code Section 12900 et seq.) and the applicable regulations promulgated
thereunder (California Code of Regulations, Title 2,
Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission
implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the
California Code of Regulations are incorporated into this contract by reference and made a part hereof as 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 Contractor shall include the nondiscrimination and compliance. provisions of this clause in all subcontracts to
perform work under the contract.

DRUG-FREE WORKPLACE CERTIFICATION

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

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

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

a. The dangers of drug abuse in the workplace;

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

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

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

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

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

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

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

                                                          16
TeleScience International, Inc. Attachment B General Terms and Conditions Contract No. ICM01114

STATEMENT OF COMPLIANCE

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

EMPLOYMENT OF EX-OFFENDERS

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

1. Ex-Offenders on active parole or probation;

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

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

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

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

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

CONFIDENTIALITY OF DATA

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

If the methods and procedures employed by the Contractor for the protection of the Contractor's data and
information are deemed by the State to be adequate for the protection of the State's confidential information, such
methods and procedures may be used with the written consent of the State. The Contractor shall not be required
under the provisions of this paragraph to keep confidential any data already rightfully in the

                                                          17
TeleScience International, Inc. Attachment B General Terms and Conditions Contract No. ICM01114

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 Government Code
Section 11019.9 and California Civil Code Sections 1798, et seq., regarding the collections, maintenance, and
disclosure of personal and confidential information about individuals.

AMENDMENTS

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

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

CONFLICT OF INTEREST

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

Contractors and Their Employees:

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

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

(2) The contractor and/or contractor's employee(s), pursuant to the contract, 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

                                                         18
TeleScience International, Inc. Attachment B General Terms and Conditions Contract No. ICM01114

otherwise be performed by an individual holding a position specified in the CDCs Conflict of Interest Code.

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.

Former State Employees:

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

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

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

                                                          19
TeleScience International, Inc. Attachment B General Terms and Conditions Contract No. ICM01114

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
sistercompanies or corporations, and any company, corporation, non-profit corporation, partnership, limited
partnership, sole proprietorship, or other person or business entity of any kind that is wholly- or partially- owned
or controlled, either directly or indirectly, by the Contractor or by the Contractor's owners, officers, principals,
directors and/or shareholders.

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

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

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

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

REPORTABLE PAYMENT IDENTIFICATION AND CLASSIFICATION REQUIREMENTS

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

INSURANCE REQUIREMENTS

For all COMPANIES AND/OR BUSINESSES, the Contractor hereby represents and warrants that the
Contractor is currently and shall for the duration of this contract be insured against COMMERCIAL GENERAL
LIABILITY for a minimum of $1,000,000 per occurrence for bodily injury and property damage liability
combined.

                                                           20
TeleScience International, Inc. Attachment B General Terms and Conditions Contract No. ICM01114

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 contract, at Contractor's own expense, insured
against PROFESSIONAL AND AUTO LIABILITY. Provider agrees to carry a minimum coverage of
$1,000,000 per occurrence for bodily injury and property damage liability combined. Such coverage will be a
condition of the CDC's obligation to pay for services provided under this contract.

Prior to approval of this contract and before performing any work, Contractor shall furnish to the State evidence
of valid coverage. The following shall be considered evidence of coverage: a certificate of insurance, a "true and
certified" copy of the policy, or any other proof of coverage issued by Contractor's professional liability insurance
carrier. Binders are not acceptable as evidence of coverage.

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

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

                                                         21
TeleScience International, Inc. Attachment B General Terms and Conditions Contract No. ICM01114

BLOODBORNE PATHOGENS

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

TUBERCULOSIS (TB) TESTING

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

Contractors and any employees and/or sub-contractors shall provide to the CDC, at no cost to the state, a CDC
7336 Employee Initial/Annual Tuberculosis (TB) Skin Test, and a CDC 7354 TB Infectious Free Staff
Certification, prior to assuming any contract duties, and annually thereafter, as evidence that the Contractor and
any employees and or sub-contractors have been examined and found free of TB in an infectious stage. The
CDC 7336 and the CDC 7354 will be provided by the institution upon Contractor's request.

BACKGROUND CHECKS

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

FINGERPRINTING

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

LIABILITY FOR LOSS AND DAMAGES

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

                                                        22
TeleScience International, Inc. Attachment B General Terms and Conditions Contract No. ICM01114

DIGEST OF LAWS

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

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

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

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

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

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

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

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

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

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

                                                           23
TeleScience International, Inc. Attachment B General Terms and Conditions Contract No. ICM01114

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

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

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

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

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

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

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

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

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

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

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

INDEPENDENT CONTRACTOR

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

CORPORATE STATUS VERIFICATION

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

                                                            24
TeleScience International, Inc. Attachment B General Terms and Conditions Contract No. ICM01114

DISCLOSURE

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

ANTITRUST CLAIMS

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

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

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

RECYCLE CONTENT

Should materials, goods, supplies offered, or products be used in the performance of this contract, the contractor
by signing this contract hereby certifies that the materials, goods, supplies offered, or products meets or exceeds
the minimum percentage of recycled material as defined in Sections 12161 and 12200 of the Public Contract
Code.

COMPUTER SOFTWARE

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

                                                          25
TeleScience International, Inc. Attachment B General Terms and Conditions Contract No. ICM01114

CHILD SUPPORT COMPLIANCE ACT

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

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

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

UNION ORGANIZING

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

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

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

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

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

UNION ACTIVITIES

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

AIR OR WATER POLLUTION VIOLATION

Under the State laws, the Contractor shall not be:

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

(2) subject to cease and desist order not subject to review issued pursuant to
Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or

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

                                                           26
TeleScience International, Inc. Attachment C

                                         STATE OF CALIFORNIA
                                     DEPARTMENT OF CORRECTIONS

                                                 BID PROPOSAL

                               TEMPORARY/RELIEF NURSING SERVICES

Licensed Vocational Nurse, Licensed Registered Nurse, Nurse Practitioner, Certified Nursing As Assistant,
Certified Registered Nurse Anesthetist, Surgical Technician, Surgical Nurse, Medical Assistant

                                          CONTRACT NO. ICM01114

The bidder proposes and agrees to furnish all labor, material, transportation and equipment necessary to perform
all services required for the foregoing titled work in accordance with the Instructions to Bidders, Scope of
Services, General Terms and Conditions, and such addenda thereto as may be issued prior to the public bid
opening date for the rates set forth in the spaces provided herein.

A copy of the CDC Medical Standard for Care is available upon request by contacting, CDC, Heath Care
Services Division at (916) 323-6811.

The rates set forth shall remain in force for the stated term of the contract and shall include the cost of insurance
and every other item of expense, direct or indirect, including State sales tax incidental to the bid price.

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

---------------------------------------------------             -----------------------------------------------------
COMPANY NAME
TeleScience International, Inc.
---------------------------------------------------             -----------------------------------------------------
STREET ADDRESS                                                  P. O. BOX
2230 Gallows Rd, Ste 310
---------------------------------------------------             -----------------------------------------------------
CITY, STATE & ZIP CODE                                          CITY, STATE & ZIP CODE
Vienna, Va 22027
---------------------------------------------------             -----------------------------------------------------
TELEPHONE NUMBER                                                FAX NUMBER
(703) 641-8890                                                  (703) 641-8949
---------------------------------------------------             -----------------------------------------------------
FEDERAL ID OR SOCIAL SECURITY NO.                               E-MAIL ADDRESS
54-1433399                                                      Cwallace@TeleScience.com
---------------------------------------------------             -----------------------------------------------------
PRINT NAME AND TITLE OF CONTRACT SIGNEE                         SIGNATURE OF AUTHORIZED REPRESENTATIVE/DATE
Christopher M. Wallace/VP                                       [/s/ Christopher M. Wallace]   12-Feb-02
---------------------------------------------------             -----------------------------------------------------
NAME OF CONTRACTOR'S CONTACT PERSON                             PHONE NO. OF CONTACT PERSON
Christopher M. Wallace                                          (703) 641-8890
---------------------------------------------------             -----------------------------------------------------




Status:

[_] Individual [_] Corporation (State in which incorporated VA)

[_] Co-partnership [_] Combination [_] Joint Venture

                                                          27
TeleScience International, Inc. Attachment C Nursing Services Contract No. ICM01114

An and all services performed outside the scope of this contract shall be the sole risk and ex ense of the
Contractor.

The rate payment for services shall be the amount bid per hour of services. The bidder shall set fort the bid rates
in clear legible figures in the space provided. If there are changes in the bid rat , once entered, the changes must
be initialed. Use Attachment D, List of Participating Institutions, for estimated number of hours per month per
nursing classification per institution. Bid Bidders may bid on one or more of the institution groupings. Your bid
must be for all ins itutions within the grouping.

CONTRACTOR PROPOSES TO PROVIDE NURSING SERVICES AT THE FOLLOWING
RATES:

          Licensed    Vocational Nurse

          --------------------------------------------------------------------------------
                      GROUP                               HOURLY RATE
          --------------------------------------------------------------------------------
          1. HD, CCC, PBSP                                $35.00
          --------------------------------------------------------------------------------
          2. SP, SAC, MC                                  $33.00
          --------------------------------------------------------------------------------
          3. CMF, SOL, SQ                                 $33.00
          --------------------------------------------------------------------------------
          4. VI, NCWF, SCC                                $33.00
          --------------------------------------------------------------------------------
          5. CCWF, VSPW                                   $37.00
          --------------------------------------------------------------------------------
          6. CTF, SVSP                                    $33.00
          --------------------------------------------------------------------------------
          7. ASP, PVSP, COR, CSA, WSP, NKSP               $37.00
          --------------------------------------------------------------------------------
          8. CMC                                          $33.00
          --------------------------------------------------------------------------------
          9. CCI, LAC                                     $33.00
          --------------------------------------------------------------------------------
          10. CIW, CIM, CRC                               $33.00
          --------------------------------------------------------------------------------
          11. CVSP, ISP, CAL, CEN, RJD                    $37.00
          --------------------------------------------------------------------------------


          Registered Nurse

          --------------------------------------------------------------------------------
                      GROUP                               HOURLY RATE
          --------------------------------------------------------------------------------
          1. HD, CCC, PBSP                                $43.00
          --------------------------------------------------------------------------------
          2. FSP, SAC, MC                                 $45.00
          --------------------------------------------------------------------------------
          3. CMF, SOL, SQ                                 $43.00
          --------------------------------------------------------------------------------
          4. DVI, NCWF, SCC                               $43.00
          --------------------------------------------------------------------------------
          5. CCWF, VSPW                                   $49.00
          --------------------------------------------------------------------------------
          6. CTF, SVSP                                    $43.00
          --------------------------------------------------------------------------------
          7. ASP, PVSP, COR, CSA, WSP, NKSP               $49.00
          --------------------------------------------------------------------------------
          8. CMC                                          $35.00
          --------------------------------------------------------------------------------
          9. CCOI, LAC                                    $45.00
          --------------------------------------------------------------------------------
          10. CIW, CIM, CRC                               $45.00
          --------------------------------------------------------------------------------
          11. CVSP, ISP, CAL, CEN, RJD                    $45.00
          --------------------------------------------------------------------------------
28
TeleScience International, Inc.                                    Attachment C
Nursing Services                                          Contract No. ICM01114


 Attachment C Contract No. ICM01 114
Nun
TeleScience International, Inc. Nursing Services


Nurse Practitioner

--------------------------------------------------------------------------------
            GROUP                               HOURLY RATE
--------------------------------------------------------------------------------
1. HD, CCC, PBSP                                $59.00
--------------------------------------------------------------------------------
2. FSP, SAC, MC                                 $61.00
--------------------------------------------------------------------------------
3. CMF, SOL, SQ                                 $61.00
--------------------------------------------------------------------------------
4. DVI, NCWF, SCC                               $61.00
--------------------------------------------------------------------------------
5. CCWF, VSPW                                   $63.00
--------------------------------------------------------------------------------
6. CTF, SVSP                                    $61.00
--------------------------------------------------------------------------------
7. SP, PVSP, COR, CSA, WSP, NKSP                $63.00
--------------------------------------------------------------------------------
8. CIVIC                                        $59.00
--------------------------------------------------------------------------------
9. CI, LAC                                      $61.00
--------------------------------------------------------------------------------
10. CIW, ??? CIM, CRC                           $61.00
--------------------------------------------------------------------------------
11. CVSP, ??? ISP, CAL, CEN, RJD                $61.00
--------------------------------------------------------------------------------


Certified   Nursing Assistant

--------------------------------------------------------------------------------
            GROUP                               HOURLY RATE
--------------------------------------------------------------------------------
1. D, CCC, PBSP                                 $16.50
--------------------------------------------------------------------------------
2. SP, SAC, MC                                  $17.00
--------------------------------------------------------------------------------
3. CMF, ??? SOL, SQ                             $18.00
--------------------------------------------------------------------------------
4. VI, NCWF, SCC                                $17.00
--------------------------------------------------------------------------------
5. CCWF, ??? VSPW                               $17.00
--------------------------------------------------------------------------------
6. CTF, ??? SVSP                                $17.00
--------------------------------------------------------------------------------
7. ASP, PVSP, COR, CSA, WSP, NKSP               $18.00
--------------------------------------------------------------------------------
8. CMC                                          $17.00
--------------------------------------------------------------------------------
9. CCI; LAG                                     $15.00
--------------------------------------------------------------------------------
10. CIW, CIM, CRC                               $15.00
--------------------------------------------------------------------------------
11. CVSP, ISP, CAL, CEN, RJD                    $15.00
--------------------------------------------------------------------------------


Certified Registered Nurse Anesthetist

--------------------------------------------------------------------------------
            GROUP                               HOURLY RATE
--------------------------------------------------------------------------------
1. HD, CCC, PBSP                                $85.00
--------------------------------------------------------------------------------
2. FSP, SAC, MC                                 $75.00
--------------------------------------------------------------------------------
3. CMF, SOL, SQ                                 $85.00
--------------------------------------------------------------------------------
4. DVI, NCWF, SCC                               $75.00
--------------------------------------------------------------------------------
5. CCWF, VSPW                                   $75.00
--------------------------------------------------------------------------------
6. CTF, SVSP                                    $75.00
--------------------------------------------------------------------------------
7. ASP, PVSP, COR, CSA, WSP, NKSP               $75.00
--------------------------------------------------------------------------------
8. CMC                                          $75.00
--------------------------------------------------------------------------------
9. CCI, LAC                                     $85.00
--------------------------------------------------------------------------------
10. CIW, CIM, CRC                               $85.00
--------------------------------------------------------------------------------
11. CVSP, ISP, CAL, CEN, RJD                    $75.00
--------------------------------------------------------------------------------




                                      29
          TeleScience International, Inc.                                                 Attachment C
          Nursing Services                                                       Contract No. ICM01114


          Surgical Technician

          --------------------------------------------------------------------------------
                      GROUP                               HOURLY RATE
          --------------------------------------------------------------------------------
          1. CMF                                          $33.00
          --------------------------------------------------------------------------------
          2. COR                                          $33.00
          --------------------------------------------------------------------------------
          3. CMC                                          $29.00
          --------------------------------------------------------------------------------
          4. CIM                                          $37.00
          --------------------------------------------------------------------------------


          Surgical Nurse

          --------------------------------------------------------------------------------
                      GROUP                               HOURLY RATE
          --------------------------------------------------------------------------------
          1. CMF                                          $45.00
          --------------------------------------------------------------------------------
          2. COR                                          $45.00
          --------------------------------------------------------------------------------
          3. CMC                                          $45.00
          --------------------------------------------------------------------------------
          4. CIM                                          $45.00
          --------------------------------------------------------------------------------


          Assistant

          -------------------------------------------------------------------------------
                      GROUP                               HOURLY RATE
          -------------------------------------------------------------------------------
          1. HD, CCC, PBSP                                $18.00
          --------------------------------------------------------------------------------
          2. SP, SAC, MC                                  $21.00
          --------------------------------------------------------------------------------
          3. CMF, SOL, SQ                                 $21.00
          --------------------------------------------------------------------------------
          4. DVI, NCWF, SCC                               $21.00
          --------------------------------------------------------------------------------
          5. CCWF, VSPW                                   $18.00
          --------------------------------------------------------------------------------
          6. CTF, SVSP                                    $18.00
          --------------------------------------------------------------------------------
          7. SP, PVSP, COR, CSA, WSP, NKSP                $18.00
          --------------------------------------------------------------------------------
          8. CMC                                          $18.00
          --------------------------------------------------------------------------------
          9. CCI, LAC                                     $21.00
          --------------------------------------------------------------------------------
          10. CIW, CIM, CRC                               $21.00
          --------------------------------------------------------------------------------
          11. CVSP, ISP, CAL, CEN, RJD                    $21.00
          --------------------------------------------------------------------------------




The start date for the institutions included in this bid shall be April 1, 2002, however, the start date for CIM,
CIW, CRC, CAL, CEN, CVSP, LAC, and ISP shall be at a later date depending on their service needs. CDC
reserves the right to have an earlier start date if necessary.

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

Discount offered on invoices, to be paid within 30 days of receipt = .5%
In the event of a tie, the bid with the highest discount shall be used as the tie breaker.

NOTE:

1. CDC makes no guarantee that all institutions listed will require the services.

2. Start date of services for the listed institutions may vary.

3. Shifts and workdays listed in Attachment D, can be changed, deleted, or added at the discretion of the
Institution contract person or his/her representative.

                                                           30
TeleScience International, Inc. Attachment C Nursing Services Contract No. ICM01114

4. Any quantities listed on the bid proposal form are CDC's estimates only and are being given as a basis for the
comparison of bids. The State does not expressly or by implication agree that the actual amount of work will
correspond therewith and reserves the right to omit portions of the work as may be deemed necessary or
advisable by the State.

5. In case of a discrepancy between the Unit Price and Item Total, the Unit Price shall prevail; however, if the
Unit Price figure is ambiguous, unintelligible, or uncertain for any cause, or is omitted, the Item Total shall be
divided by the estimated usage to ascertain the Unit Price. In the case of a discrepancy between the Bid Proposal
Total and the sum of Item Total, the sum of all Item Totals shall prevail.

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

NOTICE TO ALL BIDDERS: Section 14835, et seq. of the California Government Code requires that a five
(5) percent preference be given to bidders who qualify as a small business. The rules and regulations of this law,
including the definition of a small business for the delivery of service, 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 business
preference, which may not exceed $50,000 for any bid, your firm must have its principal place of business
located in California, have a completed application (including proof of annual receipts) on file with the State
Office of Small Business Certification and Resources (OSBCR) by 5:00 p.m. on the date bids fare opened, and
be verified by such office. Questions regarding the preference approval process should be directed to OSBCR at
(916) 322-5060.

For reporting purposes only, it is important to know whether or not your firm is considered a small! , or large,
business in accordance with State Government Code standards: CDC is mandated to complete a Small Business
Report for each contractor who does business with the State. Therefore, failure to complete this form will result in
the classification of your business as a large business.

Please check the appropriate response:

           This business is:                                              Small (a copy of your OSBCR
                                                                          small business certification
                                                                          should be submitted with your
                                                                          bid proposal to verify small
                                                                     X    business preference)

                                                                    ___   Large




If you are not an OSBCR certified small business contractor, please complete the following information on all
subcontractors and consultants you will use in the performance of this contract and identify those that qualify as
an SBE.

Small Business Enterprise means a business certified by the Office of Small Business and Certification Resources
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.

                                                           31
TeleScience International, Inc. Attachment C Nursing Services Contract No. ICM01114

5. And either:

a. 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

b. The business is a manufacturer with 100 or fewer employees.

In addition to reporting those subcontractors and consultants known by you to be certified SBEs, we request that
you encourage any subcontractor(s) you intend to use that you suspect may be an SBE, but /that is not currently
certified as such, become certified through the OSBCR. Refer to the information above regarding how to contact
the OSBCR. You may also contact the Contract Management Branch at CDC for assistance in this area by
calling the CDC contact person identified in this proposal.

When completing the following subcontractor and/or consultant information, please indicate whether the
subcontractor/consultant is an SBE by placing an "X" in the appropriate column and including their OS CR
Reference Number;-if known. If additional space is required for this listing, additional sheets in the format
outlined below should be attached to this bid proposal.

SUBCONTRACTOR OR             SERVICES TO               DOLLAR AMOUNT                                                OSBCR
CONSULTANT NAME              BE PERFORMED               OF SERVICES             CHECK IF AN SBE                 REFERENCE N
---------------              ------------               -----------             ---------------                 -----------
---------------              ------------               -----------             ---------------                 -----------

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

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

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

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




                                                        32
TeleScience International, Inc. Attachment C Nursing Services Contract No. ICM01114

                            LIST OF PARTICIPATING INSTITUTIONS

                                         CLASSIFICATIONS

         --------------------------------------------------------------------------------
                 LVN           Licensed Vocational Nurse
         --------------------------------------------------------------------------------
                 RN            Registered Nurse
         --------------------------------------------------------------------------------
                 NP            Nurse Practitioner
         --------------------------------------------------------------------------------
                 CNA           Certified Nursing Assistant
         --------------------------------------------------------------------------------
                CRNA           Certified Registered Nurse Anesthetist
         --------------------------------------------------------------------------------
                 ST            Surgical Technician
         --------------------------------------------------------------------------------
                 SN            Surgical Nurse
         --------------------------------------------------------------------------------
                 MA            Medical Assistant
         --------------------------------------------------------------------------------




SHIFT HOURS: 8, 10, OR 12 MAY VARY PER INSTITUTION

LOCATION OF SERVICES: HOSPITAL, CLINIC OR INFIRMARY, MAY VARY PER
INSTITUTION

---------------------------------------------------------------------------------------------------------
                                                                                                    Estim
                                                                         Estimated                Average
                                                       Type of           Number of                 of Hou
Institution and Contact Person                          Nurse              Nurses                Month pe
---------------------------------------------------------------------------------------------------------
Avenal State Prison (ASP)                                LVN                 2                          2
#1 Kings Way                                              RN                 3                         14
Avenal, CA 92104                                          NP                 1                         10
Ross Davis, M.D.                                         CNA                 1                         10
(559) 386-0587 ext. 724                                  CRNA                1                         10
                                                          MA                 1                         10
---------------------------------------------------------------------------------------------------------
Calipatria State Prison (CAL)                            LVN                 1                         10
7Q18 Blair Road                                           RN                 1                         10
Calipatria, CA 92233                                      NP                 1                         10
Martine Levin, M.D.                                      CNA                 1                         10
(7160) 348-7000 ext. 5405                                CRNA                1                         10
                                                          MA                 1                         10
---------------------------------------------------------------------------------------------------------
California Correctional Center (CCC)                     LVN                 1                         10
711-045 Center Road                                       RN                 1                         10
Susanville, CA 96130                                      NP                 1                         10
M. S. Bardo, M.D., CMO                                   CNA                 1                         10
(530) 257-2181 ext. 1215 [/s/ 4215]                      CRNA                1                         10
                                                          MA                 1                         10
---------------------------------------------------------------------------------------------------------
California Correctional Institution (CCI)                LVN                 1                         10
End of Highway 202                                        RN                 4                         16
Tehachapi, CA 93581                                       NP                 1                         10
Dr. Sethi, HCM                                           CNA                 8                         16
(601) 822-4402 ext. 3754                                 CRNA                1                         10
                                                          MA                 1                         10
---------------------------------------------------------------------------------------------------------




                                                   33
TeleScience International, Inc. Attachment C Nursing Services Contract No. ICM01114

---------------------------------------------------------------------------------------------------------
                                                                                                     Esti
                                                                          Estimated               Average
                                                        Type of           Number of                of Hou
Institution and Contact Person                           Nurse             Nurses                 Month p
---------------------------------------------------------------------------------------------------------
Central California Women's Facility                       LVN                 1                         1
(CCWF)                                                     RN                 4                         1
28370 Road 22                                              NP                 1                         1
Chowchilla, CA 93610                                      CNA                 8                         1
Augustine Mekkan                                          CRNA                1                         1
(559) 665-5531 ext. 7000                                   MA                 1                         1
---------------------------------------------------------------------------------------------------------
Centinela State Prison (CEN)                              LVN                 1                         1
21002 Brown Road                                           RN                 1                         1
Imperial, CA 92251                                         NP                 1                         1
Charles Pickett, D.O., MDH                                CNA                 1                         1
(760) 337-7900 ext. 7020                                  CRNA                1                         1
                                                           MA                 1                         1
---------------------------------------------------------------------------------------------------------
California Institution for Men (CIM)                      LVN                 1                         1
14901 South Central Avenue                                 RN                 1                         1
Chino, CA 91710                                            NP                 1                         1
Stephen Wyman, M.D.                                       CNA                 1                         1
(009) 597-1821 ext. 2000                                  CRNA                1                         1
                                                           ST                 1                         1
                                                           SN                 1                         1
                                                           MA                 1                         1
---------------------------------------------------------------------------------------------------------
California Institution for Women (CIW)                    LVN                 1                         1
116756 Chino-Corona Road                                   RN                10                         8
Frontera, CA 91720                                         NP                 1                         1
Jacqueline Long., M.D., HCM                               CNA                 1                         1
(909) 597-1771 ext. 4929                                  CRNA                1                         1
                                                           MA                10                         1
---------------------------------------------------------------------------------------------------------
California Men's Colony (CMC)                             LVN                10                         1
Highway 1                                                  RN                20                        1,
San Luis Obispo, CA 93409                                  NP                 1                         1
Robert Meyers, M.D., HCM                                  CNA                10                         1
(805) 547-7911                                            CRNA                1                         1
                                                           ST                 1                         1
                                                           SN                 5                         4
                                                           MA                 5                         1
---------------------------------------------------------------------------------------------------------




                                                   34
TeleScience International, Inc. Attachment C Nursing Services Contract No. ICM01114

---------------------------------------------------------------------------------------------------------
                                                                                                       Es
                                                                            Estimated               Avera
                                                          Type of           Number of                of H
Institution and Contact Person                             Nurse             Nurses                 Month
---------------------------------------------------------------------------------------------------------
California Medical Facility (CMF)                           LVN                 1
11600 California Drive                                       RN                 1
Vacaville, CA 95687                                          NP                 2
Horance Little, HPC                                         CNA                 1
(707) 453-7017                                              CRNA                1
                                                             ST                 1
                                                             SN                 1
                                                             MA                 1
---------------------------------------------------------------------------------------------------------
California State Prison, Corcoran (COR)                     LVN                 1
4001 King Avenue                                             RN                 1
Corcoran, CA 93212                                           NP                 1
Maggie Vermillion [/s/ Joseph Obaiza - Hosp. Admin]         CNA                 1
(559) 992-8800 ext. 6908                                    CRNA                1
                                                             ST                 1
                                                             SN                 1
                                                             MA                 1
---------------------------------------------------------------------------------------------------------
California Rehabilitation Center (CRC)                      LVN                 1
5th Street and Western                                       RN                 1
Norco, CA 91760                                              NP                 1
M. Jaffee, M.D.                                             CNA                 1
(916) 985-8610 ext. 6174                                    CRNA                1
                                                             MA                 1
---------------------------------------------------------------------------------------------------------
California Substance Abuse Treatment                        LVN                10
Facility and State Prison at Corcoran (CSA)                  RN                11
900 Quebec Avenue                                            NP                 1
Corcoran, CA 93212                                          CNA                 5
Dr. [/s/ Salamo]                                            CRNA                1
5ss.9 992-7100 ext. 7194                                        MA                1
---------------------------------------------------------------------------------------------------------
Correctional Training Facility (CTF)                        LVN                 1
Highway 101 N                                                RN                 1
Soledad, CA 93960                                            NP                 1
Michael, Friedman                                           CNA                 1
(861) 678-3951 ext. 2321                                    CRNA                1
                                                             MA                 1
---------------------------------------------------------------------------------------------------------
Chuckawalla Valley State Prison (CVSP)                      LVN                 2
19025 Wileys Well Road                                       RN                 2
Blythe, CA 92225                                             NP                 1
John Culton, M.D., MPH                                      CNA                 1
(760) 922-5300 ext. 7009                                    CRNA                1
                                                             MA                 1
---------------------------------------------------------------------------------------------------------




                                                   35
TeleScience International, Inc. Attachment C Nursing Services Contract No. ICM01114

---------------------------------------------------------------------------------------------------------
                                                                                                     Esti
                                                                          Estimated               Average
                                                        Type of           Number of                of Hou
Institution and Contact Person                           Nurse             Nurses                 Month p
---------------------------------------------------------------------------------------------------------
Deuel Vocational Institution (DVI)                        LVN                 1                         1
23500 Kasson Road                                         RN                 10                         1
Tracy, CA 95376                                           NP                  1                         1
George Leiser                                             CNA                 1                         1
(209) 835-4141 ext. 5820                                 CRNA                 1                         1
                                                          MA                  1                         1
---------------------------------------------------------------------------------------------------------
Folsom State Prison (FSP)                                 LVN                 1                         1
Prison Road                                               RN                  1                         1
Represa, CA 95671                                         NP                  1                         1
Qwendolyn Dennard, M.D.                                   CNA                 1                         1
(916) 985-2561 ext. 3034                                 CRNA                 1                         1
                                                          MA                  1                         1
---------------------------------------------------------------------------------------------------------
High Desert State Prison (HDSP)                           LVN                 3                         1
475-750 Rice Canyon Road                                  RN                 10                         1
Susanville, CA 96130                                      NP                  1                         1
William Murphy                                            CNA                 1                         1
(530) 251-5100 ext. 5400                                 CRNA                 1                         1
                                                          MA                  1                         1
---------------------------------------------------------------------------------------------------------
Ironwood State Prison (ISP)                               LVN                 5                         1
1 9005 Wileys Well Road                                   RN                  5                         1
Blythe, CA 92226                                          NP                  1                         1
John Stiles, M.D.                                         CNA                 5                         1
(760) 921-3000 ext. 6720                                 CRNA                 1                         1
                                                          MA                  1                         1
---------------------------------------------------------------------------------------------------------
California State Prison, Los Angeles                      LVN                 1                         1
County (LAC)                                              RN                  1                         1
44:750 - 60th Street, West                                NP                  1                         1
Lancaster, CA 93536                                       CNA                 1                         1
R. Sethi, M.D.                                           CRNA                 1                         1
(661) 729-2000 ext. 7012                                  MA                  1                         1
---------------------------------------------------------------------------------------------------------
Mule Creek State Prison (MCSP)                            LVN                 1                         1
40101 Highway 104                                         RN                  1                         1
Ione, CA 95640                                            NP                  1                         1
Barbara Walters, Health Program Coord.                    CNA                 1                         1
(209) 274-4911 ext. 6970                                 CRNA                 1                         1
                                                          MA                  1                         1
---------------------------------------------------------------------------------------------------------




                                                   36
TeleScience International, Inc. Attachment C Nursing Services Contract No. ICM01114

---------------------------------------------------------------------------------------------------------
                                                                                                    Estim
                                                                         Estimated               Average
                                                       Type of           Number of                of Hour
Institution and Contact Person                          Nurse             Nurses                 Month pe
---------------------------------------------------------------------------------------------------------
Northern California Women's Facility                     LVN                1.                         10
(NCWF)                                                   RN                  1                         10
715 East Arch Road                                       NP                  1                         10
Stockton, CA 95025                                       CNA                 1                         10
William Williams, M.D.                                  CRNA                 1                         10
(209) 943-1600 ext. 7005                                 MA                  1                         10
---------------------------------------------------------------------------------------------------------
North Kern State Prison (NKSP)                           LVN                 1                         10
21737 West Cecil Avenue [/s/ Gaza Mr. Hughes]            RN                  1                         10
Delano, CA 93215                                         NP                  1                         10
David Evans, M.D.                                        CNA                 1                         10
(805) 721-2345 ext. 5917                                CRNA                 1                         10
                                                         MA                  1                         10
---------------------------------------------------------------------------------------------------------
Pelican Bay State Prison (PBSP)                          LVN                 6                         88
5005 Lake Earl Drive                                     RN                 10                         88
Crescent City, CA 95531                                  NP                  4                         88
Jinn Anderson, SRN II                                    CNA                 1                         10
(707) 465-9143                                          CRNA                 1                         10
                                                         MA                  1                         10
---------------------------------------------------------------------------------------------------------
Pleasant Valley State Prison (PVSP)                      LVN                 1                         17
24863 West Jayne Avenue                                  RN                  1                         17
Coalinga, CA 93210                                       NP                  1                         10
Peggy Sundling, SRN 11                                   CNA                 1                         10
(559) 935-4900 ext. 5440                                CRNA                 1                         10
                                                         MA                  1                         10
---------------------------------------------------------------------------------------------------------
Richard J. Donovan Correctional Facility at              LVN                10                         17
Rock Mountain (RJD)                                      RN                 12                         17
480 Alta Road                                            NP                  1                         10
San Diego, CA 92179                                      CNA                 1                         10
HCM/CMO                                                 CRNA                 1                         10
(609) 661-6500 ext. 7073                                 MA                  1                         10
---------------------------------------------------------------------------------------------------------
California State Prison, Sacramento (SAC)                LVN                 1                         10
Prison Road                                              RN                  1                         10
Represa, CA 95671                                        NP                  1                         10
M. Jaffee, M.D.                                          CNA                 1                         10
(916) 985-8610 ext. 6174                                CRNA                 1                         10
                                                         MA                  1                         10
---------------------------------------------------------------------------------------------------------




                                                   37
TeleScience International, Inc. Attachment C Nursing Services Contract No. ICM01114

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

                                                                                Estimated               A
                                                              Type of           Number of
Institution and Contact Person                                 Nurse             Nurses                 M
---------------------------------------------------------------------------------------------------------
Sierra Conservation Center (SCC)                                LVN                 2
5100 O'Byrnes Ferry Road                                        RN                  2
Jamestown, CA 95327                                             NP                  1
Tammy Durand                                                    CNA                 1
(209) 984-5291 ext. 5354                                       .CRNA                1
                                                                MA                  1
---------------------------------------------------------------------------------------------------------
California State Prison, Solano (SOL)                           LVN                 6
2100 Peabody Road                                               RN                  6
Vacaville, CA 95696                                             NP                  1
Dr. Downs                                                       CNA                 3
(707) 451-0182 ext. 5481                                       CRNA                 1
                                                                MA                  3
---------------------------------------------------------------------------------------------------------
California State Prison, San Quentin (SQ)                       LVN                 3
San Quentin, CA 94964                                           RN                  3
H. Gosline, RN., SRN II, CF                                     NP                  1
(415) 454-1460 ext. 5582                                        CNA                 4
                                                               CRNA                 1
                                                                MA                  1
---------------------------------------------------------------------------------------------------------
Salinas Valley State Prison (SVSP)                              LVN                 1
31625 Highway 101                                               RN                  1
Soledad, CA 93960                                               NP                  1
John Chu                                                        CNA                 1
(851) 678-5500                                                 CRNA                 1
                                                                MA                  1
---------------------------------------------------------------------------------------------------------
Valley State Prison for Women (VSPW)                            LVN                10
21633 Avenue 24                                                 RN                  4
Chowchilla, CA 93610                                            NP                  1
F. Follettt, M.D.                                               CNA                 5
(569) 665-6100 ext. 6811                                       CRNA                 1
                                                                MA                 15
---------------------------------------------------------------------------------------------------------
Wasco State Prison - Reception Center                           LVN                 1
(WSP)                                                           RN                  5
707 Scofield Avenue                                             NP                  1
Wasco, CA 93280                                                 CNA                 6
Marjorie Divine [/s/ SRN II - & Cindy Thn - SRNI - X5979]      CRNA                 1
(661) 758-8400 ext. 5913                                        MA                  1
---------------------------------------------------------------------------------------------------------




                                                   38
                                            ATTACHMENT E
                                          Contract No. ICM01114

                                           FAX TRANSMITTAL

                                   DEPARTMENT OF CORRECTIONS

                                   NO. OF PAGES TRANSMITTED _____

TO:

DATE:


FROM:


TELEPHONE NUMBER: FAX NUMBER:


Comments:

This is a follow-up to our phone conversation on (date) regarding (Services) _____ services.


Number of staff required: Shift:

Estimated length of assignment:




                                                      39
TeleScience International, Inc. Attachment F Nursing Services Contract No. ICM01114

                          LISTING OF REGIONAL ACCOUNTING OFFICES

Invoices shall be submitted to the appropriate Regional Accounting Offices:

---------------------------------------------------------------------------------------------------------
                         REGIONAL ACCOUNTING OFFICE
---------------------------------------------------------------------------------------------------------
Bakersfield Regional Accounting Office                                        California Correctional Ins
Attention: Accounts Payable                                                   North Kern State Prison (NK
P.O. Box 12050                                                                Wasco State Prison (WSP),
Bakersfield, CA 93309                                                         California State Prison, Lo
(661) 334-3702                                                                Count (LAC)
---------------------------------------------------------------------------------------------------------
Central Coast Regional Accounting Office                                      California Men's Colony (CM
Attention: Accounts Payable                                                   State Prison (ASP), Correct
P.O. Box 7021                                                                 Facility (CTF), Pleasant Va
Paso Robles, CA 93447-0147 [/s/ 728 13th St.] [/s/ 754]                       Prison (PVSP), Salinas Vall
(805) 237-6900 [/s/ Diane - Harriet Malloy]                                   (SVSP) P
---------------------------------------------------------------------------------------------------------
Central Valley Regional Accounting Office                                     Deuel Vocational Institutio
Attention: Accounts Payable                                                   Northern California Women's
P.O. Box 4147                                                                 (NCWF), Mule Creek State Pr
Stockton, CA 95204-0147                                                       (MCSP), Sierra Conservation
209 948-7100                                                                  SCC
---------------------------------------------------------------------------------------------------------
El Centro                                                                     Calipatria State Prison (CA
Attention: Accounts Payable                                                   Centinela State Prison (CEN
797 Main Street Ste. C                                                        Chuckwalla Valley State Pri
El Centro, CA 92243                                                           Ironwood State Prison (ISP)
(760) 337-4810
---------------------------------------------------------------------------------------------------------
North Coast Regional Accounting Office                                        California Medical Facility
Attention: Accounts Payable                                                   California State Prison - S
P.O. Box 187016 [/s/ Elsa Martin [/s/ Elsa Martin]                            California State Prison - S
Sacramento; CA 95818-7016 [/s/ 916 445 9692]                                  (SQ), Pelican Bay State Pri
(916) 322-9009
---------------------------------------------------------------------------------------------------------
Sacramento Regional Accounting Office /s/ Andrea Jasso                        California Correctional Cen
Attention: Accounts Payable [/s/ Andrea Jasso - 916 358]                      California State Prison - S
P.O. Box 187015                                                               (SAC), Folsom State Prison
Sacramento, CA 95818-7015 [/s/ Steve Terrel]                                  Desert State Prison (HDSP)
(916) 358-2042
---------------------------------------------------------------------------------------------------------
Southern California Regional Accounting Office                                California Institution for
Attention: Accounts Payable                                                   California Institution for
P.O. Box 6000                                                                 California Rehabilitation C
Rancho Cucamonga, CA 91729-6000                                               Richard J. Donovan Correcti
(909) 483-1546                                                                Rock Mountain RJD
---------------------------------------------------------------------------------------------------------
Corcoran Regional Accounting Office                                           California Substance Abuse
Attention: Accounts Payable [/s/ "Luz" Guerra]                                Facility & State Prison - C
P.O. Box 5240 [/s/ 1010 Chittenden Ave. - Pat Pranger]                        California State Prison - C
Corcoran, CA 93212 [/s/ 7035=FAX - 559 992 7034]                              Central California Women's
(559) 992-7073 [/s/ Supervisor = Sharon Love-Cole]                            (CCWF), Valley State Prison
                                                                              VSPW)
---------------------------------------------------------------------------------------------------------




                                                       40
TeleScience International, Inc. Attachment C Nursing Services Contract No. ICM01114

Contract No. ICM01114 Contractor shall provide services to institutions as follows:

---------------------------------------------------------------------------------------------------------
                  LVN            RN          NP               CAN            CRNA             MA
---------------------------------------------------------------------------------------------------------
Group 1:          Sixth          Fifth       Tertiary         Secondary      Tertiary         Tertiary
CCC, HD,
PBSP
---------------------------------------------------------------------------------------------------------
Group 2:          Seventh        Sixth       Tertiary         Fourth         Tertiary         Eighth
FSP, SAC,
MC
---------------------------------------------------------------------------------------------------------
Group 3:          Sixth          Fifth       Tertiary         Fourth         Tertiary .       Sixth
CMF, SOL,
SQ
---------------------------------------------------------------------------------------------------------
Group 4:          Seventh        Sixth       Tertiary         Sixth          Tertiary         Eighth
DVI,
NCWF,
SCC
---------------------------------------------------------------------------------------------------------
Group 5:          Eighth         Eighth      Fourth           Eighth         Secondary        Eighth
CCWF,
VSPW
---------------------------------------------------------------------------------------------------------
Group 6:          Sixth          Sixth       Tertiary         Sixth          Secondary        Fifth
TF, SVSP
---------------------------------------------------------------------------------------------------------
Group 7:          Eighth         Eighth      Fourth           Eighth         Secondary        Eighth
ASP, PVSP,
COR, CSA,
NKSP, WSP
---------------------------------------------------------------------------------------------------------
Group 8:          Sixth          Primary     Tertiary         Sixth          Secondary        Fifth
CMC
---------------------------------------------------------------------------------------------------------
Group 9:          Seventh        Seventh     Secondary        Primary        Secondary        Eighth
CCI, LAC
---------------------------------------------------------------------------------------------------------
Group 10:         Ninth          Ninth       Fourth           Fourth         Secondary        Ninth
CIW, CIW,
CRC
---------------------------------------------------------------------------------------------------------
Group 11:         Eighth         Seventh     Secondary        Primary        Secondary        Seventh
CVSP, ISP,
CAL, CEN,
RJD
---------------------------------------------------------------------------------------------------------




                                                      41
Exhibit 10.20

                                                 MEMORANDUM

                                                     26 March 2003

           TO:          Pres (BB Sahay), Payroll (P. Baboota), A/P (G. Cox), H/R (C. Hanna),
                        Admin (C. Cumberland)

           FROM:        VPMed (C. Wallace)

           SUBJ:        NEW BRANCH OFFICE LOCATION FOR CALIFORNIA COASTAL REGION AND CHANGE OF
                        ADDRESS FOR FRED BROOKS.

                   A.      TII now has an official office location for the California Coastal
                           Region. It is in the town of Morro Bay, located quite near
                           California Men's Colony and near San Luis Obispo.

                   B.      This is also the new residence for Fred Brooks, the Branch Manager.




C. The new address and telephone number is:

                                       2573 GREENWOOD AVENUE
                                      MORRO BAY, CALIFORNIA 93442
                                        TEL. AND FAX: 805-771-8159

D. TII has agreed to pay half of the rent for this location since it is an office as well as a residence. Please see that
Fred receives this payment by the first of the month. The total rent it: $1,150.00 / month, so that would mean that
we pay Fred

$575.00

as rent. Please pay him prior to the first of the month.

E. At this moment, Fred is having problems with the new telephone line. He is trying to get this corrected today.
He is able to receive calls, and can call locally or in 800 numbers, but otherwise cannot call (or FAX) outside the
805 area code.

F. I have asked him to FAX in the latest time sheets from some local store such as Kinko's.
                 STANDARD MONTH TO MONTH RENTAL AGREEMENT
               APARTMENT ASSOCIATION OF LOS ANGELES COUNTY, INC.
         (PREPARED IN ACCORDANCE WITH CALIFORNIA LANDLORD-TENANT LAW)

                                             APARTMENT NO.

                                     LANDLORD: JEAN R. RANKIN

                                     TENANT: FRED BROOKS BAY

                               PREMISES: 2573 GREENWOOD MORRO

         A.    Term:              Month to Month                H.    Liquidated Damages:       $1,000

         B.    Beginning          March 15th 2003               I.    Premises Preparation      $0
               Date:                                                  Charge:

         C.    Rent Per           $1,150                        J.    Utilities Provided        NONE
               Month:

         D.    Date Rent Due:     1st DAY EACH MONTH            K.    Parking Charge            $0

         E.    Late Rent          $10 PER DAY AFTER 5 DAYS      L.    Key Deposit               $0
               Charge:

         F.    Security           1,000                         M.    Children                  NO
               Deposit:

         G.    Minimum            TWELVE MONTHS                 N.    Charitable                ----
               Tenancy:                                               Organizations




1st MONTHS RENT PRORATED 03-31-03 ONE DOC OK AT $5.00 P/MTH EXTRA

TENANT AGREES THAT each of the terms of this Agreement and of Landlord's Rules and Regulations, if any,
constitutes an independent condition on Tenant's right to possession of the Premises. Any failure by Tenant to
comply with one or more of such terms shall constitute a default hereunder and Landlord may terminate Tenant's
right to possession of the Premises and/or forfeit this Agreement, in any manner provided by law.

                                  FURTHER, TENANT AGREES THAT:

1. Term/Beginning Date: The Term of this tenancy, for the Premises described above, and the Beginning Date
thereof, are designated in Sections A and B.

2. Rent/Late Rent Charge: Tenant shall pay to Landlord the rend due in advance, for each rental month. In the
amount and on the date designated in Sections C and D. In the event that the Beginning Date of this Agreement is
a day other than the first day of the month, the rent shall be prorated to the first day of the succeeding month.
Should Tenant fail to pay an installment of rent of any portion thereof, when due, Tenant shall pay the amount
designated in Section E. to Landlord, as a Late Rent Charge. At Landlord's election, such Charge shall be
deemed additional rent for such rental month and collected as such, or landlord may deduct such Charge from
Tenant's Security Deposit. Any claim by Tenant for a refund of the Security Deposit shall be deemed
compensated to the extent of any deduction of such Charge. Such Charge shall be deemed Liquidated Damages
in as much as Landlord's damages (preparation of notice, service of notice, collection attempts, extra man-hours
and bookkeeping, etc.) would be impracticable or extremely difficult to compute under C.Css.ss.1670, 1671 and
C.C.P.ss.1951.5.

3. Security Deposit: Tenant shall deposit with Landlord the amount designated in Section F to secure Tenant's
compliance with all of the conditions of this Agreement and Landlord's Rules and Regulations, if any. The Deposit
shall not be deemed rent for any rental month, unless Landlord so elects, nor shall it constitute a measure of
Landlord's damages in the event of a default by Tenant. Tenant shall not be entitled to any Interest on this
Deposit, nor of any deposit made under this Agreement. In the event of a default by Tenant under the conditions
of this agreement or Landlord's Rules and Regulations, if any, Landlord may deduct that amount necessary, from
the Deposit, to compensate Landlord for all damage caused by such default. Should a written notice designating
the amount of the deduction and explaining the reason thereof. If Tenant fails to pay that amount to Landlord
within 3 days, Landlord may deem such failure a default under this Agreement and proceed in any manner
provide by law. Upon termination of the tenancy, for any reason whatsoever, as much of the Deposit as is
reasonably necessary shall be used for repair of the Premises and its appurtenances, over and above normal wear
and tear, and to compensate Landlord for any unpaid rent or Liquidated Damages. If the Deposit is insufficient
for such purpose, Landlord, may proceed with collection of the deficiency from Tenant. Acceptance of a refund
of all or a portion of the Deposit, by Tenant, shall constitute a full and final release of Landlord from any and all
claims of Tenant, of any nature whatsoever.

4. Minimum Tenancy: Unless a different period is designated in Section G. Tenant shall be liable to Landlord for
rent for a period of 6 consecutive months following the Beginning Date hereof, if Tenant's tenancy is terminated
during said period by Tenant (unless due to Landlord's default or by Landlord due to Tenant's default. Tenant
shall pay an amount equal to the Security Deposit, to Landlord, as Liquidated Damages and Landlord may apply
Tenant's Security Deposit in payment of such amount. Any claim by Tenant for a refund of this Security Deposit
shall be deemed compensation to the extent of any such application of the Security Deposit. The amount so
applied shall be deemed Liquidated Damages in as much as Landlord's damages (lost rent, cost of advertising,
re-rental, etc.) would be impracticable or extremely difficult to computer under C.C.ss.ss.1670, 1671 and
C.C.P.ss.1951.5. II Tenant's tenancy is terminated by Landlord under Paragraph 15 hereof, this paragraph shall
not apply.

5. Premises Preparation Charge: Tenant shall pay to Landlord the amount designated in Section I, as a Premises
Preparation Charge. Such Charge constitutes a part of the consideration paid by Tenant for the rental of the
Premises and it shall not be deemed to be a payment or deposit made to secure the performance of Tenant's
obligations under this Agreement.

6. Utilities: Tenant shall pay for all utilities and/or services supplied to the Premises, except those designated in
Section J. In the event of any --- in the payment of rent by Tenant, if feasible, Landlord may instruct any utility
company, henceforth, to charge any utilities, so designated, to Tenant to place the same in Tenant's name. Tenant
shall pay for all such utilities thereafter.

Form No. 17 - Unfurnished Apa
(Form No. 17 plus Form No. 17A - Furnished Apartments)

(C)Apartment Association of Los Angeles County, Inc. - 1975 557 South Oxford Avenue, Los Angeles,
California 90026 Telephone 384-4131
EXHIBIT 14.1

                              CODE OF BUSINESS CONDUCT AND ETHICS

                                                        FOR

                                 MEDICAL STAFFING SOLUTIONS, INC.

INTRODUCTION

Medical Staffing Solutions, Inc. (the "Company") is committed to the highest standards of legal and ethical
conduct. This Code of Business Conduct and Ethics (the "Code") sets forth the Company's policies with respect
to the way we conduct ourselves individually and operate our business. The provisions of this Code are designed
to deter wrongdoing and to promote honest and ethical conduct among our employees, officers and directors.

In the course of performing our various roles in the Company, each of us will encounter ethical questions in
different forms and under a variety of circumstances. Moments of ethical uncertainty may arise in our dealings
with fellow employees of the Company, with customers, or with other parties such as government entities or
members of our community. In achieving the high ground of ethical behavior, compliance with governmental laws
is not enough. Our employees should never be content with simply obeying the letter of the law, but must also
strive to comport themselves in an honest and ethical manner. This Code provides clear rules to assist our
employees, directors and officers in taking the proper actions when faced with an ethical dilemma.

The reputation of the Company is our greatest asset and its value relies on the character of its employees. In
order to protect this asset, the Company will not tolerate unethical behavior by employees, officers or directors.
Those who violate the standards in this Code will be subject to disciplinary action. If you are concerned about
taking an action that may violate the Code or are aware of a violation by another employee, an officer or a
director, follow the guidelines set forth in Sections 10 and 11 of this Code.

This Code applies equally to all employees, officers and directors of the Company. All references to employees
contained in this Code should be understood as referring to officers and directors as well.

1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Company policy requires that the Company, as well as all employees, officers and directors of the Company,
comply fully with both the spirit and the letter of all laws, rules and regulations. Whenever an applicable law, rule
or regulation is unclear or seems to conflict with either another law or any provision of this Code, all employees,
officers and directors are urged to seek clarification from their supervisor, the appropriate compliance official or
the Chief Executive Officer. See Section 11 for contact information. Beyond mere compliance with the law, we
should always conduct our business with the highest standards of honesty and integrity - wherever we operate.

                                                         A-1
2. CONFLICTS OF INTEREST

Every employee has a primary business responsibility to the Company and must avoid conflicts of interest. A
conflict of interest arises when an employee takes actions or enters into relationships that oppose the interests of
the Company, harm the Company's reputation or interfere with the employee's performance or independent
judgment when carrying out any actions on behalf of the Company. The Company strictly prohibits its employees
from taking any action or entering into any relationship, personal or professional, that creates, or even appears to
create, a conflict of interest.

A conflict situation can arise when a director, officer or employee takes actions or has interests that may make it
difficult to perform his or her work for the Company objectively and effectively. Conflicts of interests may also
arise when a director, officer or employee, or a member of his or her family, receives an improper personal
benefit as a result of his or her position with the Company. It may be a conflict of interest for a director, officer or
employee to work simultaneously for a competitor, customer or supplier. The best policy is to avoid any direct or
indirect business connection with our customers, suppliers or competitors, except on our behalf. Employees must
be sensitive to potential conflicts of interest that may arise and use their best efforts to avoid the conflict.

In particular, except as provided below, no director, officer or employee shall:

>> be a consultant to, or a director, officer or employee of, or otherwise operate an outside business that:

|X| markets products or services in competition with our current or potential products and services;

|X| supplies products or services to the Company; or

|X| purchases products or services from the Company;

>> accept any personal loan or guarantee of obligations from the Company, except to the extent such
arrangements have been approved by the Chief Executive Officer and are legally permissible; or

>> conduct business on behalf of the Company with immediate family members, which include your spouse,
children, parents, siblings and persons sharing your same home whether or not legal relatives.

Directors, officers and employees must notify the Chief Executive Officer of the existence of any actual or
potential conflict of interest. With respect to officers or directors, the Board may make a determination that a
particular transaction or relationship will not result in a conflict of interest covered by this policy. With respect to
all other employees or agents, the Chief Executive Officer, acting alone, or the Board may make such a
determination. Any waivers of this policy as to an officer or director may only be approved by the Board of
Directors.

                                                          A-2
Any employee, officer or director who is aware of a transaction or relationship that could reasonably be expected
to give rise to a conflict of interest in violation of this section must inform the appropriate personnel in accordance
with the procedures set forth in Section 12 of this Code. If an employee has any questions regarding the
Company's policy on conflicts of interest or needs assistance in avoiding a potential conflict of interest, he or she
is urged to seek the advice of a supervisor or the Chief Executive Officer.

3. CORPORATE OPPORTUNITIES

Employees, officers and directors are prohibited from taking for themselves personally opportunities that are
discovered through the use of Company property, Company information or their position in the Company.
Furthermore, employees may not use Company property, information or influence or their position in the
Company for improper personal gain. Finally, employees have a duty to advance the Company's legitimate
interests when the opportunity to do so arises. Consequently, employees are not permitted to compete with the
Company.

4. CONFIDENTIALITY

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its
customers or suppliers, except when disclosure is authorized by the Company or required by applicable laws or
regulations. Confidential information includes proprietary information of the Company, as well as all non-public
information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. This
confidentiality requirements is in additional to any other obligations imposed by the Company to keep information
confidential.

5. INSIDER TRADING

Employees, officers and directors will frequently become aware of confidential non-public information concerning
the Company and the parties with which the Company does business. As set forth in more detail in the
Company's Insider Trading Policy, the Company prohibits employees from using such confidential information for
personal financial gain, such as for purposes of stock trading, or for any other purpose other than the conduct of
our business. Employees must maintain the confidentiality of such information and may not make disclosures to
third parties, including members of the employee's family. All non-public information about the Company should
be treated as confidential information. To use non-public information for personal financial benefit or to "tip"
others who may make stock trades on the basis of this information is not only unethical but also illegal. This policy
also applies to trading in the securities of any other company, including our customers or suppliers, if employees
have material, non-public information about that company which the employee obtained in the course of their
employment by the Company. In addition to possible legal sanctions, any employee, officer or director found to
be in violation of the Company's insider trading policy will face decisive disciplinary action. Employees are
encouraged to contact the Company's Chief Executive Officer with any questions concerning this policy.

                                                         A-3
6. PROTECTION AND PROPER USE OF COMPANY ASSETS

All Company assets should be used for legitimate business purposes and all employees, officers and directors
must make all reasonable efforts to protect the Company's assets and ensure their efficient use. Theft,
carelessness, and waste have a direct impact on the Company's profitability and must therefore be avoided. The
suspected occurrence of fraud or theft should be immediately reported to the appropriate person in accordance
with the procedures set forth in Section 11 of this Code.

An employee's obligation to protect the Company's assets extends to the Company's proprietary information.
Proprietary information includes intellectual property such as patents, trademarks, copyrights and trade secrets.
An employee who uses or distributes such proprietary information without the Company's authorization will be
subject to disciplinary measures as well as potential legal sanctions.

7. FAIR DEALING

Although the success of our Company depends on our ability to outperform our competitors, the Company is
committed to achieving success by fair and ethical means. We seek to maintain a reputation for fair dealing among
our competitors and the public alike. In light of this aim, the Company prohibits employees from engaging in any
unethical or illegal business practices. An exhaustive list of unethical practices cannot be provided. Instead, the
Company relies on the judgment of each individual employee to avoid such practices. Furthermore, each
employee should endeavor to deal fairly with the Company's customers, suppliers, competitors and employees.
No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other unfair business practice.

8. DISCLOSURES

It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all
applicable laws, rules and regulations in all reports and documents that the Company files with, or submits to, the
Securities and Exchange Commission and in all other public communications made by the Company. Employees
shall endeavor in good faith to assist the Company in such efforts.

9. WAIVERS

The Company expects all employees, officers and directors to comply with the provisions of this Code. Any
waiver of this Code for executive officers, directors or employees may be made only by the Board of Directors
or a Board committee and will be promptly disclosed to the public as required by law and stock exchange
regulations.

10. COMPLIANCE GUIDELINES AND RESOURCES

In some situations, our employees may not be certain how to proceed in compliance with this Code. This
uncertainty may concern the ethical nature of the employee's own acts or the employee's duty to report the
unethical acts of another. When faced with this uncertainty, the employee should carefully analyze the situation
and make use of Company resources when determining the proper course of action. The Company also
encourages employees to talk to their supervisors, or other personnel identified below, when in doubt about the
best course of action.

                                                       A-4
1. GATHER ALL THE FACTS. Do not take any action that may violate the Code until you have gathered all the
facts that are required to make a well-informed decision and, if necessary, you have consulted with your
supervisor, or the Chief Executive Officer.

2. IS THE ACTION ILLEGAL OR CONTRARY TO POLICY? If the action is illegal or contrary to the
provision of this Code, you should not carry out the act. If you believe that the Code has been violated by an
employee, an officer or a director, you must promptly report the violation in accordance with the procedures set
forth in Section 12.

3. DISCUSS THE PROBLEM WITH YOUR SUPERVISOR. It is your supervisor's duty to assist employees
in complying with this Code. Feel free to discuss a situation that raises ethical issues with your supervisor if you
have any questions. You will suffer no retaliation for seeking such guidance.

4. ADDITIONAL RESOURCES. The Chief Executive Officer is available to speak with you about problematic
situations if you do not feel comfortable approaching your direct supervisor. If you prefer, you may request
assistance in writing by sending a request to the Chief Executive Officer.

11. REPORTING PROCEDURES

All employees have a duty to report any violations of this Code, as well as violations of any laws, rules, or
regulations. The Company does not permit retaliation of any kind against employees for good faith reports of
ethical violations.

                                                        A-5
If you believe that the Code has been violated by an employee you must promptly report the violation to your
direct supervisor or the Chief Executive Officer. If a report is made to a supervisor, the supervisor must in turn
report the violation to the Chief Executive Officer. All violations by an officer or director of the Company must be
reported directly to the entire Board of Directors.

CONTACT INFORMATION

Reports may be made in person, by telephone or in writing by sending a description of the violation and the
names of the parties involved to the appropriate personnel mentioned in the preceding paragraph. The contact
information is as follows:

Dr. B.B. Sahay
Chief Executive Officer 8150 Leesburg Pike, Suite 1200 Vienna, Virginia
(703) 641-8890
bsahay@telescience.com

12. DISCIPLINARY ACTION

Employees, officers and directors of the Company will be held accountable for adherence to this Code. The
penalty for a particular violation of this Code will be decided on a case-by-case basis and will depend on the
nature and severity of the violation as well as the employee's history of non-compliance and cooperation in the
disciplinary process. Significant penalties will be imposed for violations resulting from intentional or reckless
behavior. Penalties may also be imposed when an employee fails to report a violation due to the employee's
indifference, deliberate ignorance or reckless conduct. All violations of this Code will be treated seriously and will
result in the prompt imposition of penalties which may include (1) an oral or written warning, (2) a reprimand, (3)
suspension, (4) termination and/or (5) restitution.

13. NO RIGHTS CREATED

This Code is a statement of certain fundamental principles, policies and procedures that govern the Company's
officers, directors and employees in the conduct of the Company's business. It is not intended to and does not
create any rights in any employee, supplier, competitor, shareholder or any other person or entity.

                                                         A-6
                                                EXHIBIT 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

TO: Medical Staffing Solutions, Inc.

As independent certified public accountants, we hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 filed on January 15, 2004, of our report dated March 11, 2004 for Medical
Staffing Solutions, Inc. for the year ending December 31, 2003 and to all references to our Firm included in this
Registration Statement.

                                  /s/ Bagell, Josephs & Company, L.L.C.
                                  BAGELL, JOSEPHS & COMPANY, L.L.C.
                                  200 Haddonfield Berlin Road
                                  Gibbsboro, New Jersey 08026
                                  April 8, 2004
EXHIBIT 31.1

                                           OFFICER'S CERTIFICATE

                                        PURSUANT TO SECTION 302*

I, Brajnandan B. Sahay, Chief Executive Officer and Principal Financial Officer, certify that:

1. I have reviewed this form 10-KSB for the fiscal year ended December 31, 2003 of Medical Staffing
Solutions, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15 (e)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Omitted;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small
business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

          Date: April 9, 2004                               By: /s/ Brajnandan B. Sahay
                                                               -------------------------------------
                                                               Name: Brajnandan B. Sahay
                                                               Title: Chief Executive Officer/
                                                                      Principal Financial Officer




*The introductory portion of paragraph 4 of the Section 302 certification that refers to the certifying officers'
responsibility for establishing and maintaining internal control over financial reporting for the company, as well as
paragraph 4(b), have been omitted in accordance with Release No. 33-8238 (June 5, 2003) because the
compliance period has been extended for small business issuers until the first fiscal year ending on or after April
15, 2005.
                                                   EXHIBIT 32.1

                                      CERTIFICATION PURSUANT TO
                                         18 U.S.C. SECTION 1350
                                       AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Medical Staffing Solutions, Inc. (the "Company") on Form 10-KSB for
the fiscal year ended December 31, 2003 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operation of the Company.

          Date: April 9, 2004                              By: /s/ Brajnandan B. Sahay
                                                              -------------------------------------
                                                              Name: Brajnandan B. Sahay
                                                              Title: Chief Executive Officer/
                                                                     Principal Financial Officer




A signed original of this written statement required by Section 906, or other document authentications,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to Medical Staffing Solutions, Inc. and will be
retained by Medical Staffing Solutions, Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.