STANDARD AGREEMENT

Independent Contractor Agreement

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MEDICAL STAFFING SOLUTION | TELESCIENCE INTERNATIONAL, INC.

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Title: STANDARD AGREEMENT
Governing Law: California Date: 3/31/2005

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STATE OF CALIFORNIA YOUTH AND ADULT CORRECTIONAL AGENCY

ARNOLD SCHWARZENEGGER, Govenor

DEPARTMENT OF CORRECTIONS P.G. Box 942883

Sacramento, CA 94283-0001

December 23, 2004

Christopher M. Wallace, Vice President

Telescience International, Inc.

8150 Leesburg Pike, Suite 1200

Vienna, VA 22182

CONTRACT NUMBER: 1CM04469 - TEMPORARY/RELIEF NURSING SERVICES

Enclosed, for your files, is a fully executed original of the above-referenced

master contract for TEMPORARY/RELIEF NURSING SERVICES to institutions under the

Department of Corrections for the period from OCTOBER 1, 2004 THROUGH SEPTEMBER

30, 2007. Any Notice To Proceed (NTP) authorization letters for institutions

requesting services, as appropriate, will be mailed to your company upon

approval.

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

Sincerely,

SOCORRO RO.DRIGUEZ

Contract Analyst

Institution Service Contracts Section

Enclosure

CC Contract File

<PAGE>

STP' OF CALIFORNIA

STANDARD AGREEMENT

STD 2'.? (Rev OciO3)

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AGREEMENT NUMBER

ICM04469

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REGISTRATION NUMBER

N/A

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1. This Agreement is entered

into between the State Agency and the Contractor named below:

STATE AGENCY'S NAME

Department of Corrections

CGtJTRAC I JR S NAME

TELESCIENCE INTERNATIONAL, INC.

2. The term of this Agreement is: OCTOBER 1, 2004 through SEPTEMBER 30, 2007

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3. The maximum amount The total estimated amount of this contract shall not

exceed Fifty Million Dollars of this agreement is:

($50,000,000.00) There is no monetary obligation on

this master contract; funds for each institution will

be encumbered on a Notice to Proceed (NTP), The State

makes no commitment, written or implied, as to the

total amount to be expended during the term of this

agreement

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4. This Master Contract is entered into by and between the Provider and the

State of California, Department of Corrections (CDC) for Temporary/Relief

Nursing Services (i.e. Registered Nurse, Licensed Vocational Nurse,

Certified Nurses Assistant and/or Medical Assistant). Contractor shall

perform services to participating institutions as identified in Exhibit H,

Hierarchy Chart, of this Agreement. This Agreement is not exclusive and

CDC reserves the right to contract with other providers for the same

service. The parties agree to comply with the terms and conditions of the

following exhibits which are by this reference made part of this

Agreement.

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Exhibit A - Scope of Work 10 pages

Exhibit B - Budget Detail and Payment Provisions 1 page

Exhibit B-1 - Bid Proposal 4 pages

Exhibit B-2 - Rate Sheet 20 pages

Exhibit C* - General Terms and Conditions

Check mark one item below as Exhibit D: GTC304*

(R)I Exhibit - D Special

Terms and Conditions

(Attached hereto as

part of this agreement)

-----------------------

1 page

N/A

Exhibit - D* Special Terms and Conditions

Exhibit E - Additional Provisions

Exhibit F - List of Participating institutions

Exhibit G - List of Regional Accounting Offices

Exhibit H - Hierarchy Chart

Exhibit I - Business Associates Agreement (HIPAA)

Items shown with an Asterisk ('), are hereby incorporated by reference and made

part of this agreement as if attached hereto.

These documents can be viewed at wwvr.ols.dgs.ca.go'v/Standard+Language

IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.

CONTRACTOR

CONTRACTOR'S NAME (if other than AN INDIVIDUAL, STATE whether a corporation,

partnership, etc.)

TELESCIENCE INTERNATIONAL, INC.

<TABLE>

<S> <C>

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California Department of

General Services Use Only

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BY (Authorized Signature) DATE SIGNED

PRINTED NAME AND TITLE OF PERSON SIGNING

CHRISTOPHER M. WALLACE, Vice President (703) 641-8890 X133

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ADDRESS

8150 Leesburg Pike, Suite 1200, Vienna, VA 22182

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STATE OF CALIFORNIA

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AGENCY NAME

Department of Corrections

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BY (Authorized Signature) DATE SIGNED (Do nor 0/50)

PRINTED NAME AND TITLE OF PERSON SIGNING')

DEBRA L. SMITH, Chief, Institution MEDICAL CONTRACTS SECTION

ADDRESS

P.O. BOX 942883, SACRAMENTO, CA 94283-0001

============================================================================================================

</TABLE>

<PAGE>

California Department of Corrections (CDC) and

TeleSceince International, Inc. Exhibit A

SCOPE OF WORK Contract No. ICM04469

TEMPORARY/RELIEF

REGISTERED NURSES (RN), LICENSED VOCATIONAL NURSES (LVN),

CERTIFIED NURSING ASSISTANTS (CNA), AND

MEDICAL ASSISTANTS (MA)

1. INTRODUCTION/SERVICES

Contractor shall provide on an as-needed basis, twenty-four (24) hours a

day, seven (7) days a week, Temporary/Relief Registered Nurses (RN),

Licensed Vocational Nurses (LVN), Certified Nursing Assistants (CNA), and

Medical Assistants (MA) to provide medical, surgical and specialty

services such as emergency medicine, psychiatric or obstetric and

gynecological nursing care, etc to California Department of Corrections

(CDC) institutions for the care of inmate/patients under the jurisdiction

of the CDC. Temporary/relief RN, LVN, CNA, and MA services shall be used

only when patient acuity levels or appropriate staffing levels cannot be

maintained with civil service staff. Institutions may, on occasion,

request bilingual (English/Spanish speaking) personnel.

Registry personnel referred by the Contractor must be able to perform the

tasks associated with providing the above nursing service(s) and assume

full responsibility for services performed. Contractor agrees that all

referred registry personnel will be required to render health services to

any inmate/patient as needed. Registry staff will work under the clinical

direction of the Health Care Manager/Chief Medical Officer (HCM/CMO),

designee and/or nursing supervisor in accordance with state laws and

regulations and shall at all times comply with universal safety

precautions and maintain CDC security measures and a safe work

environment.

Contractor agrees that all expenses associated with travel to and from the

institution, lodging, and all training expenses for referred personnel

shall be borne by the Contractor, or the Contractor's subcontractors, and

will not be reimbursed separately by CDC.

Contractor acknowledges that CDC is not obligated to provide or pay for

inmate/patient health care services or treatment beyond those which are

essential to prevent death, or permanent andior severe disability. If

health care service or treatment is nonessential or could safely be

deferred until the inmate/patients is released from custody, when he/she

is able to arrange for services for himself/herself, CDC shall defer

services. Prior authorization must be obtained and documented in the

inmate/patient's health record for those excluded health care services or

treatments listed in CDC's Medical Standards of Care.

Any and all services performed outside the scope of this Agreement will be

at the sole risk and expense of the Contractor.

<PAGE>

California Department of Corrections (CDC) and

TeleSceince International, Inc. Exhibit A

SCOPE OF WORK Contract No. ICM04469

2. LICENSES/PERMITS/CERTIFICATION REQUIREMENTS

a. Contractor's personnel shall, throughout the term of this Agreement,

have current and valid licenses and/or certificates in accordance

with the State requirements governing the scope of licensure and/or

certification. In the event a required license, permit and/or

certification expires, Contractor shall provide a current/renewed

license(s), permit(s) and/or certification(s) to CDC no less than

thirty (30) days prior to the expiration, or replace the personnel.

b. Contractor is responsible for verifying through the appropriate

licensing boards that no adverse actions have been taken by the

State licensing authorities against any referred personnel assigned

to CDC, and that all licenses are active and void of misconduct. CDC

may, at its discretion, verify the current status of staff assigned.

If, during the course of this Agreement, any of the licenses and

requirements as stated herein are found to be inactive or not in

compliance, CDC may immediately terminate this Agreement.

c. Copies of the following documents are required for all referred

personnel designated for assignment to CDC and shall be submitted to

the HCM/CMO or designee prior to providing services:

(1) Current State of California licensure and/or certification

appropriate to the scope of work

(2) Current Cardiopulmonary Resuscitation Certificate (CPR)

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

d. Institutions with a licensed General Acute Care Hospital (GACH)

(CIM, CMF, COR, CMC) also require a current copy of Contractor's

Medical/Clinical Skills Inventory Checklist and Clinical Performance

Evaluation Checklist, validating the competency of Contractor's

personnel to perform the duties, is required by this Agreement.

e. All referred registry personnel working in a licensed general acute

care hospital setting must have documentation of completion of a

competency validation process meeting the requirements of Title 22,

Section 70016 or Section 70016.1, as applicable, prior to performing

the duties required by this Agreement.

f. Contractor shall obtain at least two (2) reference checks on all

referred personnel and maintain records of verification. Records

shall include the following:

Name of person contacted and date

Name of previous acute care hospital or health facility

Specialty areas/units worked

Degree of competency performing duties

<PAGE>

California Department of Corrections (CDC) and

TeleSceince International, Inc. Exhibit A

SCOPE OF WORK Contract No. ICM04469

3. CONTRACTOR RESPONSIBILITIES

Under medical or RN supervision, registry staff services shall include,

but not be limited to:

Registered Nurse (RN)

Providing nursing care consistent with the scope of licensure and/or

certification, and in accordance with physicians orders and CDC facility

policies and procedures

o Documenting and maintaining medical records in accordance with CDC

policies and procedures

o Performing and documenting nursing assessments for assigned patients

and reporting significant changes to the attending physician in a

timely manner

o Providing patient education that is consistent with the

inmate/patient's medical condition

o Assisting the physician with all treatment modalities

o Circulating in the surgery suite

o Scrubbing the surgery suite

o Providing nursing care to pre- and postoperative cases

o Making and applying surgical dressings

o Providing clinical supervision of other nursing staff to ensure

quality patient care

Licensed Vocational Nurse (LVN)

o Providing nursing care consistent with the scope of licensure and/or

certification, and in accordance with physicians orders and CDC

facility policies and procedures

o Documenting and maintaining medical records in accordance with CDC

policies and procedures

o Performing and documenting basic nursing assessments for assigned

patients and reporting significant changes to the attending

physician and/or lead nurse in a timely manner

o Providing patient education that is consistent with the

inmate/patient's medical condition

o Assisting the physician with all treatment modalities

o Circulating in the surgery suite

o Scrubbing the surgery suite

o Providing nursing care to pre- and postoperative cases

o Making and applying surgical dressings

o Insure quality patient care

Certified Nursing Assistant (CNA)

Providing patient care consistent with the scope of licensure and/or

certification and, in accordance with physician order's and CDC policies

and procedures

o Motivating and assisting inmate/patients in developing and utilizing

their maximum potential for self-care and daily living activities

o Positioning, ambulating, transferring and transporting

inmate/patients

o Administering non-legend topical preparations

o Taking and recording weight, height, blood pressure, pulse and

respiration

<PAGE>

California Department of Corrections (CDC) and

TeleSceince International, Inc. Exhibit A

SCOPE OF WORK Contract No. ICM04469

o Taking and recording oral and rectal temperatures Observing,

charting and reporting the inmate/patient's clinical symptoms,

behavior, and treatment administered to the lead nurse in a timely

manner

o Documenting and maintaining medical records in accordance with CDC

facility policies and procedures

o Preparing inmate/patients for physical examination

o Assisting in the collection of laboratory specimens

o Caring for surgical instruments and equipment

o Restocking supplies

Medical Assistant (MA)

Providing basic administrative, clerical, and medical services that are

consistent with the scope of certification and in accordance with

physicians orders and CDC facility policy and procedures

o Preparing inmate/patients for physical examination

o Performing electrocardiograms, electroencephalograms and

plethysmography tests (excluding full body plethysmography)

o Assisting in the collection of laboratory specimens and performing

simple laboratory and screening tests that are customarily performed

in a medical office

o Positioning, ambulating, transferring and transporting

inmate/patients

o Administering medication (excluding anesthetics) and non-legend

topical preparations

o Taking and recording weight, height, blood pressure, pulse and

respiration

o Taking and recording oral and rectal temperatures

o Observing, charting and reporting the inmate/patient's clinical

symptoms, behavior, and treatment administered to the attending

physician or lead nurse in a timely manner

o Documenting and maintaining medical records in accordance with CDC

facility policies and procedures

o Caring for surgical instruments and equipment

o Restocking supplies

Contractor shall have a locally based contact person available by

telephone twenty-four (24) hours a day. TELEPHONE ANSWERING DEVICES (E.G.,

MESSAGE MACHINES) ARE NOT ACCEPTABLE. The initial contact to request

services may be by telephone; however, CDC shall follow up immediately

with a facsimile request. The Contractor shall respond to the

Institution's request for services within two (2) hours of the initial

contact.

a. WORK Hours/DayslFrequency/Holidays

Temporary/Relief nursing services may be ordered twenty-four (24)

hours a day, seven (7) days a week, including holidays. Contractor

shall provide staff within the time frames specified by the

institution representative. Requests for services shall be for eight

(8), ten (10), or twelve (12) hours based upon mutual Agreement

between the Contractor and HCM/CMO or designee.

<PAGE>

California Department of Corrections (CDC) and

TeleSceince International, Inc. Exhibit A

SCOPE OF WORK Contract No. 1CM04469

b. HOURS OF Operation

Services are to be provided for a variety of shifts, which include

but are not limited to the following:

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

2nd Shift 30

2.33 p.m.

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

Contractor must provide personnel available to work every day of the

year, including holidays. Staff shall report for beginnings/endings

of shifts in accordance with the policies and procedures of the

requesting institution. Contractor shall notify the Institution at

least twenty-four (24) hours in advance of scheduled service if

unable to provide service for, or immediately provide replacement

staff to avoid disruption of service.

c. HOLIDAYS

Official State of California holidays are: January 1, the third

Monday in January, February 12, the third Monday in February, March

31, the last Monday in. May, July 4, the first Monday in September,

the second Monday in October, November 11, the day after

Thanksgiving, and December 25. If a day listed falls on a Sunday,

the following Monday shall be deemed to be the holiday in lieu of

the day observed. If November 11`h falls upon a Saturday, the

preceding Friday shall be deemed the holiday in lieu of the day

observed (from GC 19853[a]).

d. OVERTIME AND HOLIDAY PAY RATE ALLOWANCES

(1) Overtime Pay Rate Allowances

(a) Contractor shall be responsible for rotating staff and

providing relief staff to avoid Contractor's payment of

overtime. CDC shall only pay overtime to Contractor for

unanticipated events, such as an institution emergency

after a regular work schedule greater than eight (8)

hours or lock-down at time and one-half (1-112) the

hourly rate identified in Contractor's Rate Sheet

(Exhibit B-2) when authorized by the HCM/CMO or

designee.

(b) if an unanticipated overtime situation arises,

Contractor must obtain written approval from the HCM/CMO

or designee for payment of overtime. Contractor's

failure to obtain written approval for overtime will

cause the Contractor to be the responsible party for the

payment of any unauthorized overtime to affected

personnel. If the HCMICMO or designee approves the

overtime, a copy of the approval letter must accompany

the monthly invoices.

Division 2, Part 2, Chapter 1, Sections 500 through 558,

have been complied with when providing personnel to

work.

<PAGE>

California Department of Corrections (CDC) and

TeleSceince International, Inc. Exhibit A

SCOPE OF WORK Contract No. ICM04469

(2) Holida,, Pay Rate Allowances

CDC shall pay holiday rates for official State of California

holidays to Contractor at time and one-half (1-112) the hourly

rate as identified in Contractor's Rate Sheet (Exhibit B-2).

Holiday rates will be paid commencing with the 1st Shift work

hours before the holiday through the 3rd Shift work hours on

the actuai hoiiday. Services are to oe provided for a variety

of shifts, which are not limited to the following: Example:

The Christmas Holiday would be paid at time and one-half

(1-112) as follows:

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

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

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

e. REQUEST FOR SERVICES

Contractor must be able to provide staff who will work a regular

work schedule of eight (8), ten (10) or twelve (12) hours per day.

If the requesting institution requires a regular shift greater than

eight (8) hours (i.e., 10 or 12 hours), the Contractor shall provide

sufficient personnel to cover the requested shift. The Contractor

may use multiple staff to cover any shift greater than eight (8)

hours in order to avoid the payment of overtime. Any overtime

compensation due staff resulting from Contractor's failure to

provide relief staff shall be borne by the Contractor unless

authorized by the HCM/CMO or designee.

If the duration of services must be extended, CDC shall make every

attempt to notify the Contractor not less than seventy-two (72)

hours before the end of the current service period. The

institution's HCM!CMO or designee shall document the request in

writing.

When requesting services, CDC shall inform the Contractor of:

(1) The duration of services

(2) The number and type of staff required

(1) The shift assignment(s); and,

(2) The length of each shift assignment (8, 10, or 12 hours

CDC may cancel or change assignments by telephone, without incurring

any liability, up to eight (8) hours before a scheduled reporting

time. If CDC cancels or changes a requested assignment less than

eight (8) hours before a scheduled reporting time, and staff reports

as scheduled, CDC shall pay staff for one-half (112) the hours staff

would have worked at the daily 2nd Shift rate.

f. FAILURE TO PERFORM SERVICES

(1) To determine if nursing standards and departmental/institution

policies and procedures are adhered to and maintained, CDC

will routinely evaluate the work performance of all referred

personnel assigned to CDC. Any personnel who fails to perform,

does not meet the minimum qualifications, or who is physically

or mentally incapable of performing the required duties of the

position, shall not be permitted to perform service. The

HCM/CMO or designee shall state in writing the

<PAGE>

California Department of Corrections (CDC) and

TeleSceince International, Inc. Exhibit A

SCOPE OF WORK Contract No. ICM04469

reasons personnel do not meet qualifications and CDC shall not

be required to pay Contractor for any hours worked by such

personnel. Contractor will be required to provide an immediate

replacement.

(2) Failure to provide services on three (3) occasions may result

in termination of this Agreement, or may result in the

institution not contacting your company before going to other

contractors for the duration of this Agreement.

e. Staff ListlPersonnel Resumes/Qualifications

(1) Staff List

(a) institution shall approve in advance all personnel

assigned to this Agreement. If any employee of the

Contractor is unable to perform due to illness,

resignation, or factors beyond the Contractor's control,

the Contractor shall immediately submit qualifications

of proposed substitute personnel to the Institution for

approval. Failure to do so may be cause for termination

of this Agreement. The Institution has the option to

approve or deny acceptance of such personnel.

(b) Prior to providing services as outlined in this

Agreement, Contractor shall provide a roster listing all

staff designated for assignment to CDC. The Contractor

shall report in writing the resignation or dismissal of

personnel who are essential to the successful

performance of the Agreement.

the HCM/CMO or designee for any additions, corrections

or changes to the Contractor's prospective employee

roster. All referred personnel shall attend an

institution orientation before being scheduled to work

any shift as outlined in "Orientation" provision

provided herein. Contractor will provide the Institution

with a current personnel roster, which will remain on

file at all times at the institution. Contractor shall

ensure the Institution has an accurate personnel roster

on file at all times, submitting revised rosters as

necessary to reflect personnel changes. Upon request by

CDC, the Contractor shall provide the name, date of

birth, Social Security number, and valid state driver's

license or identification card number of all prospective

employees for the institution security check and gate

clearance approval.

(d) Contractor and Contractor's personnel referred to the

Institution shall ensure that all ordered registry

service personnel have prior authorization and are

mutually agreed upon between the HCMICMO or designee and

the Contractor.

<PAGE>

California Department of Corrections (CDC) and

TeleSceince International, Inc. Exhibit A

SCOPE OF WORK Contract No. ICM04469

(2) Personnel Resumes

Contractor shall obtain a resume for all referred registry

personnel and submit the document to the Institution upon

referral. Such records shall include the following:

(a) Qualifying experience at the certified or licensed skill

level the nurse is currently certified and/or licensed,

and if applicable, specialty service

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

Length of employment

ii. Rehire status

(3) Qualifications

(a) Contractor shall ensure that all personnel referred

through this Agreement are proficient in the English

language: able to speak fluently, understand oral and

written communications, and write effectively. Referred

registry personnel who fails to meet the minimum

qualifications shall not be permitted to perform

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