Exhibit 10.3

                                Statement of Work

                                       For




                               State of Tennessee
                          Department of Human Services




                            [LOGO] PERIMETER
                                   TECHNOLOGY




                                                       Respectfully Submitted by
                                                                    Carl Pullano
                                                          Regional Sales Manager
                                                            Perimeter Technology
                                                                        06/15/04


                                Table of Contents



I.      Objective:............................................................3
II.     Perimeter Technology Responsibilities.................................3
III.    Assumptions and Dependencies..........................................7
IV.     Customer Responsibilities.............................................8
V.      Out of Scope Assumptions..............................................9
VI.     Change Order.........................................................10
VII.    Acceptance...........................................................10
VIII.   Pricing [OMITTED FOR CONFIDENTIALITY]................................11
IX.     Statement of Work Acceptance.........................................11







                            [LOGO] PERIMETER
                                   TECHNOLOGY

                                Statement of Work

This Statement of Work has been prepared by Perimeter  Technology Ltd.,  located
at 540 N. Commercial St., Manchester, NH 03101, for State of Tennessee, Dept. of
Human  Services,  Nashville,  TN  hereafter  referred  to  as  "Customer."  This
Statement of Work outlines the  responsibilities  of Perimeter  Technology  that
have been  communicated  to and agreed upon by  Customer.  This  document may be
revised to reflect any mutually  agreed  revisions to incorporate any additional
or deleted  responsibilities  to be  performed  by  Perimeter  Technology.  This
Statement of Work is effective on 6/8/04 and expires on 6/17/04.

I.       Objective:

Customer  has  contracted  Perimeter  Technology  for the  systems  integration,
delivery and  installation  of Perimeter  Technology's  "NVCM",  version  2.2-D,
hereafter referred to as "system" or "NVCM", running on a Windows 2000 platform.
The  scheduled  completion  date of the  installation  is August 1st at State of
Tennessee, Citizens Plaza, Nashville, TN and the 3 remote call center locations.
Customer has contracted Perimeter Technology to configure, test, and install the
system according to the specifications outlined in Section II.

Actual date of  installation  depends  upon  Customer  acceptance  of  Perimeter
Technology's   VOP3-0001  and  this  Statement  of  Work.  To  accomplish  these
objectives, Perimeter Technology will provide a certified field technician and a
Project  Manager to administer the functions and  responsibilities  of Perimeter
Technology.   Perimeter   Technology   will   communicate   with   [omitted  for
confidentiality],  the appointed  Point of Contact for Customer on this project.
He will be  responsible  for all  communications  among all  parties and for the
escalation and resolutions to any issues for the Customer.

This  statement  of work is  intended to provide a  deliverable  goal and system
functionality  for the  Customer.  A  significant  portion  of this  project  is
dependant upon the joint design and team commitment between Perimeter Technology
and the Customer.  The Customer should expect  professionalism and commitment of
the  Perimeter  Technology  team to provide  direction  and delivery of the core
technologies contained in this Statement of Work.

II.      Perimeter Technology Responsibilities.

         1.       Project Management.

                  Perimeter   Technology  will  provide  project  management  of
                  Perimeter  Technology's entire  responsibilities as defined by
                  this  Statement  of Work.  The project  manager will provide a
                  single  point of contact for the  Customer  and will track all
                  aspects of the project.

                  1.1.     Kick-off meeting.

                           1.1.1.   Define and Finalize System Requirements.

                           1.1.2.   Provide   Customer  with  sample   Perimeter
                                    Technology Support documents.

                           1.1.3.   Review   Post   Implementation    Transition
                                    Process.

                  1.2.     Project Plan/ Perimeter Technology Blue Print.

                           1.2.1.   Draft Project Plan and Timeline.

                           1.2.2.   Finalize   details,    dates,    roles   and
                                    responsibilities   associated   with   final
                                    project plan.

                  1.3.     Project Status meetings.

                           1.3.1.   Conduct Status Meetings to include Perimeter
                                    Technology and Customer Project Lead.




                           1.3.2.   Dates TBD.

                  1.4.     Overall Consulting and System Design.

                           1.4.1.   Network evaluation.

                           1.4.2.   System Security Definition.

         Deliverables:     Kick-off   Agenda,   Perimeter   Technology   Support
                           Documents,     Project    Plan,    Status    Reports,
                           Pre-installation   checklist   and  User   Definition
                           Worksheets.

         Approvals:        Customer  provides final approval for:  Project plan,
                           system  diagram,   and  call  flows.   Customer  also
                           completes    pre-install    checklist    and   system
                           configuration worksheets.

         2.       Installation - Hardware and Software.

                  2.1.     Server Hardware Installation.

                           2.1.1.   Server A.

                           o        Physical  installation  of the server in the
                                    Customer's environment. Includes time needed
                                    to  add  it to  the  Customer's  domain  and
                                    configure TCP/IP networking.

                           2.1.2.   Server B

                           o        Physical  installation  of the server in the
                                    Customer's environment. Includes time needed
                                    to  add  it to  the  Customer's  domain  and
                                    configure TCP/IP networking.

                           o        Configure  Server  B as a  redundant  Server
                                    -Switchover.

                           2.1.3.   Recorder Server

                           o        Physical  installation  of the server in the
                                    Customer's environment. Includes time needed
                                    to  add  it to  the  Customer's  domain  and
                                    configure  TCP/IP  networking,  basic set-up
                                    and configuration training

                           2.1.4.   EFaq Server

                           o        Physical  installation  of the server in the
                                    Customer's environment. Includes time needed
                                    to  add  it to  the  Customer's  domain  and
                                    configure  TCP/IP  networking,  basic set-up
                                    and configuration training.

                           2.1.5.   SQL Server

                           o        Physical  installation  of the server in the
                                    Customer's environment. Includes time needed
                                    to  add  it to  the  Customer's  domain  and
                                    configure  TCP/IP  networking,  basic set-up
                                    and configuration training

                           2.1.6.   MIS Server

                           o        Physical  installation  of the server in the
                                    Customer's environment. Includes time needed
                                    to  add  it to  the  Customer's  domain  and
                                    configure  TCP/IP  networking,  basic set-up
                                    and configuration training

                  2.2.     Software Installation

                           2.2.1.   Installation of NVCM software on all servers
                                    as defined in 2.1.




                           2.2.2.   Apply all required  patches and/or hot fixes
                                    as necessary and available from  Interactive
                                    Intelligence and Microsoft

                           2.2.3.   Installation    and   Base   eFAQ   software
                                    configuration.  Includes 2 days of  database
                                    build  and  configuration  to  complete  the
                                    proof of concept on this section of the SOW.

                           2.2.4.   Installation and Base  Interaction  Recorder
                                    software configuration.

                           2.2.5.   Installation and configuration of MIS server
                                    software

                           2.2.6.   SQL   2000   or   2003    Installation   and
                                    configuration   and  PMQ   connectivity   as
                                    required for NVCM integration.

                  2.3.     Workstation Software Installation.

                           2.3.1.   Testing  of up to 260  licensed  Interaction
                                    Client end user workstations.

                           2.3.2.   Customer    assumed    responsibility    for
                                    installation   of   licensed   workstations,
                                    patches  and  Hotfixes.  State will create a
                                    desktop   image   which  will   include  the
                                    interaction  Client.  Alliance  will provide
                                    current Software  Versions and hot fixes for
                                    the desktop image build.  State roll out the
                                    desktop    image    for   the   new    agent
                                    workstations.

                  3.       Administration.

                           3.1.     Handlers.

                           3.1.1.   Handler  Management - This Statement of Work
                                    includes  those basic  handlers  included in
                                    the GA  release  of  the  NVCM  software  as
                                    provided by Perimeter Technology.

                           3.1.2.   Custom Handler Development (See Section 4).

                  3.2.     Trunk Setup and Management.

                           3.2.1.   Trunk installation - Installation/configur-
                                    ation  of up to Eleven (11) or ISDN
                                    trunks. Includes time needed to troubleshoot
                                    ISDN protocol issues, if applicable.

                  3.3.     User/Workgroup Setup.

                           3.3.1.   User Setup.

                           3.3.2.   User Security and access rights.

                           3.3.3.   Workgroup   setup  -  [6]   ACD   Workgroups
                                    configured  with live ACD  Queues.

                           3.3.4.   User Extension and Station setup.

                           3.3.5.   DID/DNIS  setup for 210 Local  Stations  and
                                    Users  (inbound  call  routing for users and
                                    queues.

                  3.4.     Dial plan setup (if applicable).

                  3.5.     Fax setup - as designed by Customer.

                  3.6.     Report logs.

                  3.7.     PMQ Setup - Installation with Customers  existing SQL
                           Server.

         4.       Development.




         This  SOW  provides  for  up  to  three  [3]  days  of  custom  handler
         development  and  testing or work as defined in areas 4.1 - 4.7.  These
         are common areas where minor  customizations are typically requested to
         the base install.

         4.1.     Base system modification.

         4.2.     In-band switch integration.

         4.3.     Data source connectivity.

         4.4.     Voicemail integration.

         4.5.     ACD Customizations and Exceptions

         4.6.     After hours options.

         4.7.     IVR - Attendant Only.

         5.       Call Flow.

         5.1.     Call Flow will be implemented as illustrated on page 17.

         6.       Training.

                  6.1.     Administrator Training.

                           6.1.1.   ON-SITE - One-half  (1/2) day  training  for
                                    system administrator covering topics:

                                    o        Basic hardware and software  system
                                             overview       and       operations
                                             requirements.

                                    o        How to monitor system performance.

                                    o        Perform  moves,  adds and  changes.
                                             ("MAC").

                           6.1.2.   OFF-SITE    -    Interactive    Intelligence
                                    Administrator Package Curriculum

                                    o        IC   2.x    Basic    Administration
                                             e-learning (1 user)

                                    o        Interaction      Attendant      2.x
                                             e-learning (1 user)

                                    o        IC   2.x   System    Administration
                                             instructor  led (1  participant)  -
                                             Does   not   include   travel   and
                                             expenses  related to  attendance at
                                             Interactive    Intelligence   World
                                             Headquarters, Indianapolis, IN.

                                    o        Interaction   Client  2.x  Computer
                                             Based Training CD

                  6.2.     End User/Agent Training.

                           6.2.1.   One-half  (1/2) day of "train  the  trainer"
                                    training for up to 5 supervisors.

                           6.2.2.   Soft  copy  of  training  materials  in  PDF
                                    format.

                  6.3.     Advanced.

                           6.3.1.   Recorder  -  Base  Recorder  with  up  to  3
                                    recording rules.

                           6.3.2.   Enhanced Features -

                           6.3.2.1. Fax to TIFF format Custom Handler.
                                    Changes  incoming  Fax  format  from .I3F to
                                    universal  TIFF format  allowing faxes to be
                                    viewed by non-NVCM client users.

                           6.3.2.2. Abandoned Call Monitor.
                                    Monitors  incoming call Queues for abandoned
                                    calls. Collects call information and prompts
                                    first available agent to return the call.




      7.    System Testing/Cutover.

            7.1.  Test Document for System Testing.

            7.2.  Interactive Log Retrieval Assistance installed, configured and
                  tested.

            7.3.  Alliance Recovery Manager Image Updated within 5 days of cut,
                  if applicable.

            7.4.  System Functionality verification (To be developed by
                  Perimeter Technology and Customer).

            7.5.  Cutover.

         Deliverables:     Test Plan, Test Plan Acceptance, and Test Acceptance.

         Approvals:        Perimeter  Technology  and Customer  will develop and
                           agree on an  appropriate  test  plan for the  system.
                           Customer  will be asked to  accept  the test plan and
                           then upon  execution  of said test  plan,  accept the
                           test.

      8.    Perimeter Technology Support Transition.

            8.1.  Review Best Practices Recommendations.

            8.2.  Review Change Control Recommendations.

            8.3.  Provide Customer with support documents in Project Binder.

            8.4.  Conduct conference call with Customer and Perimeter Technology
                  Technical Support management to transition support to
                  Perimeter Technology support group.

         Deliverables:  End/User Training Materials, Accepted Test Plan, Best
                        Practice Recommendations, Change Control
                        Recommendations, Project Acceptance Document and Project
                        Binder.

         Approvals:     Customer provides final approval for: Accepted Test
                        Plan, Best Practice, Change Control, and Project
                        Acceptance.

III.  Assumptions and Dependencies.

      Perimeter Technology has used the following assumptions and dependencies
      in preparing this Statement of Work: These assumptions are inextricably
      related to the estimate Perimeter Technology has made for these services.

      1.    Three week advance notice for on-site work.

      2.    Perimeter Technology will communicate with the appointed Project
            Lead for Customer on this project. He/she will be responsible for
            all communications among all parties and for the escalation and
            resolutions to any issues for the Customer.

      3.    The participation and commitment of the Customer project team during
            the project will be key to its success. This participation and
            involvement will include assigned tasks to team members as outlined
            in the Project Plan and in the roles defined in this document.

      4.    At any time during the project, changes in the scope, assumptions,
            deliverables, or work plan will follow Perimeter Technology's
            standard change control procedures as outlined in Change Control
            section of this Statement of Work. Customer must approve all change
            requests in order for Perimeter Technology to proceed with
            performing the work required by the requested change(s).

      5.    Customer's Personnel will be available to test the hardware for full
            functionality and configuration.

      6.    Customer will provide the necessary infrastructure to implement and
            utilize the system.

      7.    Resources are available for the requested installation date given by
            Customer.




      8.    Perimeter Technology will require after-hours access and weekend
            access to the project sites. Administration-level system access to
            specific servers will also be required.

      9.    Personnel designated for the NVCM Administrator training are
            available for training per the Project Plan schedule. Customer
            personnel will be available for the requested installation date and
            time to test.

      10.   All equipment is available upon order date and Customer Resources
            have been allocated. Tabulation of all user data has been completed
            on worksheet.

      11.   Perimeter Technology will have access to all necessary equipment
            during the agreed upon date and time of installation.

      12.   Customer will review and approve by signature the Pre-installation
            Checklist. A sample copy is provided in section X. It should be
            provided to the Perimeter Technology Project Lead 10 days prior to
            arrival on-site.

      13.   Customer ensures the proper training facility is provided and ready
            before the onsite training visit.

      14.   Novel GroupWise is a certified UM integration with the Interactive
            Intelligence product. There are inherent limitations within the
            GroupWise application which may cause the integration to function
            unsatisfactorily under certain circumstances. Please consult
            Perimeter Technology for a description of the GroupWise integration.
            Perimeter Technology will install NVCM with Novel GroupWise version
            6.5 SP1 as described in this SOW. Perimeter Technology will install
            the integration per as specified by Interactive Intelligence, but is
            not responsible for performance of relative to that integration.

      15.   Voice message and unified messaging will be available to licensed
            users with local accounts on the NVCM Server. Playback through the
            use of Groupwise or standard phone set will be the default
            configuration. Perimeter Technology is not responsible for providing
            voice mail outside of email routing in Groupwise using attached wave
            file format.

      16.   Software will perform as described by product documentation.
            Enhancements and upgrades from the manufacturer of the software may
            become available in the future, and are not included in this
            statement of work.

      17.   Provide NVCM Client software and all appropriate and pertinent
            configuration information to allow for ghosting method for
            installing for agent workstations

IV.   Customer Responsibilities.

      It is the Customer's responsibility to inform Perimeter Technology of any
      changes in hardware prior to Perimeter Technology 's arrival. Any changes
      to the hardware order must be done no less than two (2) weeks prior to its
      ship date.

      It is the Customer's responsibility to review the attached
      "Pre-Installation Checklist." and to confirm that the site is ready for
      arrival of the hardware and Perimeter Technology implementation team.
      Items not in place by the agreed upon date of the installation, may hinder
      the ability of Perimeter Technology to adhere to the schedule that has
      been set and possibly delay the installation.

      Customer will also recognize Perimeter Technology Project Manager as the
      main point of contact for this installation. All issues or concerns must
      be communicated to Project Manager or must be copied to him/her. All
      issues will be directly communicated to Project Manager who will address
      all issues and then forward to the appropriate person for resolution.

      The following assumptions and dependencies are in relation to the
      responsibilities of the Customer prior to and during the installation of
      the hardware:

      1.    The persistent availability of a TCP/IP network.

      2.    Microsoft Windows 2000 Active Directory or NT Domain structure.




      3.    Persistent availability of a GroupWise messaging server.

      4.    Availability of a Microsoft SQL server to serve as a call-data
            repository.

      5.    Circuits connecting the NVCM to the PSTN will conform to NVCM
            provisioning standards.

      6.    Custom voice recordings/prompts not included with the base software.

      7.    Customer workstations and phones meet minimum Perimeter Technology
            equipment requirements and recommendations.

      8.    A dedicated, grounded electrical circuit is available in server
            room. If not available, Customer agrees to keep equipment on
            Perimeter Technology approved Uninterruptible Power Supply ("UPS").

      9.    Customer has provided a ventilated server room that will maintain a
            temperature of 70(Degree) F or less.

      10.   Customer will provide unencumbered access to workstations for
            installation of client software, if applicable)

      11.   Customer will have analog line in server area for modem use, if
            applicable.

      12.   Customer network is virus free. Alliance servers are sent on site
            virus free. They are not patched for virus holes or have any virus
            detection software loaded on them. It is the Customer's
            responsibility to install any OS virus patches and scan the server
            for viruses per your schedule and method. It is not recommended by
            Perimeter Technology that the NVCM server hosts a virus scanning
            software but can be a client of such.

      13.   Customer will provide a safe and secure work environment.

V.    Out of Scope Assumptions

      The following items are considered Out Of Scope in the implementation of
      system:

      1.    Cable and Connect stations/channel banks to "house" wiring. "House"
            frame must be in place and near NVCM server installation location.
            It is the customer's responsibility to guarantee the house wiring
            has been tested and is fully certified to function

      2.    Perimeter Technology will not be responsible for delays in the
            delivery of any phase of the project that are outside of their
            control and or the responsibility of any Telco Provider including
            the provisioning requirements for either Voice or Data T1's.

      3.    Perimeter Technology will not be responsible for any delays incurred
            by external providers, wiring and or network configurations.

      4.    Perimeter Technology will not be responsible for any unrelated
            customer IT project rollouts that are scheduled in conjunction with
            the NVCM implementation. These projects may have detrimental impact
            to the project timeline and may possibly cause significant delays in
            scheduled cutover dates. Any delays due to these endeavors may
            result in Customer engaging with Perimeter Technology for additional
            services.

      5.    Integration with any third party Customer Relationship Management
            ("CRM") system unless noted within this Statement of Work.

      6.    Custom Reporting.

      7.    Addition of any hardware outside of this Statement of Work.

      8.    Delays because of unavailability of items defined within the
            Statement of Work.




      9.    General network troubleshooting and optimization is considered to be
            the Customer responsibility.

      10.   Desktop set-up, connectivity and optimization are considered to be
            the Customer responsibility.

      11.   On-going maintenance and adhering to Perimeter Technology best
            practices, is the Customer responsibility unless otherwise
            contracted.

      12.   Changes to Customer's other legacy systems are not included with
            this Statement of Work.

VI.   Change Order

      Any additional work that is requested by Customer from Perimeter
      Technology that is not outlined in this Statement of Work will be
      considered either Out of Scope or a Change Order. Any changes must be
      submitted in writing on the attached "Change Order Form" and may be
      subject to fees outside of this project's contract. Perimeter Technology
      will estimate the time and cost needed to implement change and the impact
      it may have on execution of this Statement of Work. Perimeter Technology
      will perform the requested work once the "Change Order" has been completed
      and signed by the Customer's agent. Any change in price due to a Change
      Order will be immediately due or refunded upon execution of that Change
      Order.

VII.  Acceptance

      Upon completion of the above stated work, Perimeter Technology will
      provide a demonstration of the system's features and functionality for the
      Customer to verify the system has been properly installed and integrated.
      After the successful completion of this demonstration, the Customer will
      sign a completed acceptance form. An example of the Project Acceptance
      Form is provided. Signing of the Project Acceptance Form by Perimeter
      Technology and the Customer, or use of the System in a production
      environment for 30 days shall be considered acceptance of the Project.
      Acceptance of the Project shall indicate that Perimeter Technology has
      fulfilled all obligations in relation to this Statement of Work.

      Additionally, a second phase of acceptance will include that each of 3
      remote sites function properly. Perimeter Technology will be contractually
      obligated to ensure each site functions properly as defined




VIII. Pricing [OMITTED FOR CONFIDENTIALITY]

     Hardware                                                                  $

     Services                                                                  $

     Software List Price                                                       $

     Software Discount                                                       ($)

     Hardware Platinum Support                                              $.00

     Total Project Price                                                    $.00

     Year 2 Software Support                                                $.00
================================================================================

Billing and payment will be based on the applicable  contracts in effect,  or as
follows:

- --------------------------------------------------------------------------------
100% Of entire project cost,  per state contract,  based upon acceptance of
     product and receipt of invoice                                        $1.00
- --------------------------------------------------------------------------------


IX.   Statement of Work Acceptance

      This is not the contract for services between Perimeter Technology and
      Customer, but the Statement of Work only. Once Customer has read this
      document and agrees with the work described and other contents herein, he
      may authorize the work by signing this Statement of Work.


                                                             
Perimeter Technology                                            CUSTOMER:

                                                                State of Tennessee - Dept. of Human Services

/S/ Michael Dobbins                                             /s/ Virginia T. Lodge
- -------------------------------------------------------         ------------------------------------------------------
Authorized Signature-Michael Dobbins                            Authorized Signature-Virginia T. Lodge


- -------------------------------------------------------         ------------------------------------------------------
Printed Name- Michael Dobbins                                   Printed Name-Virginia T. Lodge


- -------------------------------------------------------         ------------------------------------------------------
Title-President                                                 Title-Commissioner

- -------------------------------------------------------         ------------------------------------------------------
Date - 6-16-04                                                  Date-6-16-04