EXHIBIT 10.3

                                  EXHIBIT 10.3

                           MEMORANDUM OF UNDERSTANDING

      This Memorandum of Understanding (hereinafter, "MOU") is made and entered
into on this day, March 10, 2004, by and between Silver Star Technologies, Inc.,
a District of Columbia corporation located at 000 Xxxxxx Xxxxxx, XX, Xxxxxxxxxx,
XX 00000-0000 (hereinafter referred to as "SST"), arid TeleScience
International, Inc. (herein referred to as "TII"), a Virginia, corporation. with
its principal office at 0000 Xxxxxxxx Xxxx, Xxxxx 0000, Xxxxxx Xxxxxxxx 00000.
TII and SST are sometimes referred to herein individually as the "Party" and
collectively as the "Parties".

                                   WITNESSETH:

      WHEREAS, TII is a public. company that provides supplies and services to
state and federal government agencies, and to the private sector; and

      WHEREAS, TII wishes to use SST as a marketing partner, and as a
distributor for Swede decontamination and personal protection equipment and

      WHEREAS, SST is a. disabled veteran-owned small business Hubzone concern
with current and future contracts that may require TII support;

      WHEREAS, SST is desirous of teaming with a business concern that can
provide it with marketing and administrative assistance; and

      WHEREAS, TII and SST have successfully worked together in the past;

      NOW THEREFORE it is understood and agreed by the parties that they will
henceforth work together in the following manner:

      1. Administrative Assistance. TII will assist SST in all administrative
functions when appropriate.

      2. Business Team. TII and SST will use their best efforts to form art
appropriate business vehicle for working together, whether a marketing
partnership, strategic alliance, or individual teaming agreements on a contract
by contract basis. The actual form it takes will be determined after attorneys
have reviewed the pertinent laws and regulations affecting the Parties and their
contracts. However, it is understood that the relationship TII and SST is
striving for is that of a marketing partner/distributor, which includes, but is
not limited to, "Swede" decontamination and personal protection equipment.

      3. Status of Parties. The status of SST as a disabled veteran; Hubzone, or
Small Business will not be disturbed, absent agreement by the Parties based on a
compelling business interest.



      4. Confidentiality. The terms of this Agreement are confidential, and each
Party receiving any propriety or confidential information from the other Party
or its clients shall exercise reasonable efforts to preserve the confidentiality
of said information.

      5. Integration. This MOU together with a Letter of Intent constitute the
sole and entire agreement of the Parties hereto, and no modification of this MOU
shall be binding unless written and signed by the Parties hereto simultaneously
to the execution hereof. Further, this MOU supersedes any previous MOU or
agreement. between said parties.

      6. Partial Invalidity. The provisions of the MOU shall be deemed
independent and severable, and the validity or enforceability of any provision
or portion hereof.

      IN WITNESS WHEREOF, and intending to be bound hereby; the Parties hereto
have executed this MOU the day and year first above written.

FOR TELESCIENCE INTERNATIONAL, INC.


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Xx. XX Xxxxx, Chairman and CEO          Date

FOR SILVER STAR TECHNOLOGIES, INC.


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Xx. Xxx Xxxx, President                 Date



                                    ADDENDUM

      Silver Star Technologies, Inc, (SST) and MSSI-TeleScience International,
Inc. (TII) have entered into a marketing g partnership to sell and distribute
Personal Protection Equipment and Decontamination Equipment. Further, SST will
act as TII's distributor of this equipment and provide products as required;

      SST and TII will split the gross profit 50/50 for all joint sales (current
product pricing to be reviewed by SST and TII);

      SST will provide the products from the manufacturer and demo equipment (to
include decontamination trailer) and personnel for marketing purposes as
required;

      TIT will provide access to an SUV to tow the decontamination trailer for
joint marketing purposes;

      For leads/contract vehicles provided by TII, TII may provide
sales/marketing personnel as needed and available;

      SST and TII will jointly create marketing collateral;

      SST and TII will, reevaluate submission of GSA 84 schedule for purposes of
selling Homeland Security products to the Federal government.


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Xx. XX Xxxxx, Chairman and CEO          Date
MSSI-Telescience International, Inc.


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Xx. Xxx Xxxx, President                 Date
Silver Star Technologies, Inc.