OMNIBUS AGREEMENT

     THIS  OMNIBUS  AGREEMENT  (hereinafter  "Agreement")  made this 30th day of
April, 1999, by and between,  SOUTHERN  CORRECTIONS SYSTEMS,  INC.  (hereinafter
"SCSI");  the BOARD OF DIRECTORS of Adams Community  Corrections  Program,  Inc.
(hereinafter  "Board");  ADAMS COMMUNITY  CORRECTIONS PROGRAM,  INC., a Colorado
nonprofit   corporation,   (hereinafter   "ACCP")  and  MS.  ELLEN  K.  CZAPRAN,
individually, (hereinafter "Czapran");

                                   I. RECITALS

     1.1 WHEREAS, the terms,  conditions,  and obligations of this Agreement are
conditioned upon the execution and fulfillment of obligations imposed by two (2)
additional  agreements  (hereinafter  "Additional  Agreements"),  identified and
specifically  incorporated  herein,  comprised of the Purchase  Agreement by and
between  SCSI and CSC,  Inc.  (hereinafter  "CSC"),  and an  Exclusive  Services
Agreement  by  and  between  SCSI  and  Czapran.  Notwithstanding  the  previous
sentence,  the terms and  conditions of this  Agreement are  independent  of all
other agreements; and,

     1.2  WHEREAS,  Czapran  has  recently  suffered  from  an  extreme  medical
condition  requiring  the  reduction  of work hours,  work-related  stress,  and
responsibilities  in  connection  with her  duties as  president  and  executive
director of ACCP; and

     1.3 FINALLY,  as an inducement for the Board to enter into this  Agreement,
SCSI agrees,  represents, and warrants that it shall continue to operate ACCP in
accordance  with  the  same  charitable,   educational   and/or  social  service
principles under which it was created and has functioned,  and in furtherance of
its  community  goals  as  defined  by its  Restated  and  Amended  Articles  of
Incorporation,  its By-laws as amended, and Colorado law, and further affirms to
take no action which would  jeopardizes these goals.  Furthermore,  SCSI agrees,
represents,  and  warrants  that it will  dedicate  its efforts  and  resources,
including substantial financial resources, to the continued growth and operation
of ACCP and for the purpose of  benefiting,  aiding,  and  supporting  the Adams
County community, and the people of the State of Colorado.

                                 II. DEFINITIONS

     2.1  Additional  Agreements.  Additional  Agreements  are  comprised of the
Purchase  Agreement  by and  between  SCSI and CSC  (hereinafter  "CSC  Purchase
Agreement"),  and the Exclusive  Service  Agreement by and between  Czapran,  as
Consultant, and ACCP and SCSI (hereinafter "Service Agreement").

     2.2 Approved  Title  Exceptions.  The  exceptions to marketable  fee simple
title to the Real Property and marketable  title to the Personal  Property which
are approved in writing by SCSI from time to time.

     2.3 Closing Date. The closing date shall be April 16, 1999.


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     2.4 Effective Date. The date on which all parties hereto have duly executed
and delivered this Agreement.

     2.5 Environmental Law(s). All laws, common law, statutes, ordinances, rules
regulations  of any  governmental  authority  relating  to the  preservation  or
protection of the environment, human health or safety, or regulating or imposing
liability  or  standards  of conduct  concerning  any  hazardous or solid waste,
hazardous,  toxic or other regulated substances  including,  without limitation,
the  Comprehensive  Environmental  Response,  Compensation  and Liability Act of
1980, as amended (42 U.S. C. ss.9601,  et seq.,), the Resource  Conservation and
Recovery  Act of 1976 (42  U.S.C.  ss.6901,  et seq.),  the Clean  Water Act (33
U.S.C. ss. 466 et seq. ), the Safe Drinking Water Act (14 U.S.C.  ss.1401-1450),
the Hazardous Materials  Transportation Act (49 U.S.C. ss.1801 et seq.), and the
Toxic Substances Control Act (15 U.S.C. ss.2601-2629).

     2.6  Environmental  Report.  The written report of a Phase I  environmental
audit  of the  Real  Property  addressed  to ACCP,  SCSI  and any  other  person
requested  by SCSI  prepared  by  environmental  engineers  selected by ACCP and
approved  by SCSI dated no earlier  than sixty (60)  calendar  days prior to the
Effective Date, or an existing report of a Phase I environmental  audit prepared
by  environmental  engineers  and  approved  by SCSI,  such  approval  not to be
unreasonably withheld, dated no earlier than one (1) year prior to the Effective
Date.

     2.7 Evidence of Authority. Such resolutions, certificates of good standing,
incumbency  certificates  and other  writings  evidencing the authority of ACCP,
CSC,  the Board,  SCSI,  or the persons  acting on behalf of any parties to this
Agreement or the Additional  Agreements to conduct business,  execute or perform
this Agreement or the Additional Agreements, as might be reasonably requested by
any of the parties to this Agreement.

     2.8  Exception  Document(s)  The documents  which create  exceptions to the
coverage provided by or requirements for issuance of the Title Policy.

     2.9 Hazardous  Material(s).  Those  substances in the  quantities  included
within the definition of "hazardous  substances,"  "hazardous materials," "toxic
substances"  or solid waste" by any  Environmental  Law, such other  substances,
materials  and  wastes in  quantities  which are or become  regulated  under any
Environmental Law hereafter  enacted and any substance,  material or waste which
is asbestos,  polychlorinated biphenyl, flammable,  explosive,  radioactive or a
petroleum product.

     2.10 Knowledge,  Known.  Facts or  circumstances  within the current actual
knowledge of the following  persons:  (a) any individual  officer or director of
ACCP or CSC, (b) all officers and directors of any  corporation  managing all or
any part of the Property; and (c) the

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individuals who are on-site managers of the Property.  The terms "Knowledge" and
"Known" are not intended to include constructive knowledge, imputed knowledge or
to require inquiry to obtain greater  knowledge of a fact or circumstance  known
to any person.

     2.11 Property.  The term "Property" shall include (a) the land described on
Schedule "A", the  improvements  and fixtures  situated on such land, and all of
ACCP's interest in any street, highway, alley or other public way, whether open,
closed, proposed or hereafter vacated, adjoining such land, and all, privileges,
easements,  licenses,  rights-of-way,  hereditaments  and  appurtenances to such
land, including,  without implied limitation,  all abutter's rights and title to
land underlying  roadways adjacent to such land mineral interests not previously
reserved or conveyed of record;  and (b) the tangible  personal property used in
the  operation  of  the  residential   community   corrections   operations  and
non-residential  community  corrections  programs  of  ACCP;  and (c)  any  real
property leased by ACCP.

     2.12 Real  Property:  The Real  Property  described on Schedule "A" to this
Agreement,  including the improvements  and fixtures  situated on such land, and
all of ACCP's  interest  in any  street,  highway,  alley or other  public  way,
whether open, closed,  proposed or hereafter  vacated,  adjoining such land, and
all,  privileges,   easements,   licenses,   rights-of-way,   hereditaments  and
appurtenances to such land, including, without implied limitation, all abutter's
rights and title to land underlying  roadways adjacent to such land, and mineral
interests not previously reserved or conveyed of record

     2.13 Seller. The Board, ACCP, and Czapran.

     2.14 Survey.  A current survey of the Real Property  prepared in accordance
with the ALTA/ACSM  Minimum Standard Detail  Requirements for Land Title Surveys
and certified to SCSI and ACCP by a registered  land  surveyor  selected by SCSI
and  approved by ACCP which is dated no earlier  than the  Effective  Date.  Any
prior surveys of the Real Property, updated as to be current no earlier than the
Effective Date, shall be acceptable.

     2.15 Title Affidavit(s). One or more affidavits to be duly executed by ACCP
or SCSI under oath and delivered to the Title Company at Closing certifying such
matters as the Title Company might reasonably  require as a condition  precedent
to issuing the Title Policy.

     2.16.  Title  Certificate.  One or more  certificates  issued  by the Title
Company  reflecting all filings under the Uniform Commercial Code and all claims
pending in state or federal court against ACCP and all predecessors in ownership
of the Property.

     2.17 Title Commitment. A written commitment obligating the Title Company to
issue the Title  Policy on  satisfaction  of the  requirements  set forth in the
commitment.

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     2.18 Title Company. Stewart Title Company.

     2.19 Title Objections.  SCSI's valid  objections,  if any, to the status of
title to the Real Property.

     2.20 Title Policy. The ALTA Form B-1987 Owners Policy of Title Insurance to
be issued by the Title Company at Closing pursuant to the Title  Commitment,  in
such amount as SCSI  reasonably may determine to be the fair market value of the
Real Property  (including all improvements  located thereon),  insuring title to
such Real Property to be in ACCP as of the Closing (subject only to the Approved
Title Exceptions).

                                 III. AGREEMENTS

     3.1  Confidentiality.  Each  party  agrees  that  any and  all  information
relating  to the  transactions  between  the  parties,  this  Agreement,  or the
Additional Agreements shall be kept strictly confidential, secret and privileged
and shall not be  disclosed to any third party for any reason  whatsoever  until
after the completion of the closing.

     3.2 Directors Assurances. Prior to closing, ACCP and the Board must provide
such  reasonable  assurances  as are  satisfactory  to SCSI that the transfer of
director  control  of ACCP to  nominees  of SCSI or any  other  assignments  and
transactions  between ACCP and SCSI as  contemplated  in this  Agreement and the
Additional  Agreements will not adversely affect the contracts with and services
provided  to any  community  corrections  board(s),  state  agencies,  and other
agencies and entities now served by ACCP.

     3.3  Modification of Bylaws and Resignation of Board and Czapran.  Prior to
the Closing Date,  the Board agrees to take all actions  necessary to modify and
amend the bylaws of ACCP to establish SCSI as a Voting Member of ACCP, with full
power to elect and remove  directors  of ACCP.  On the Closing  Date,  the Board
agrees  to  elect  one or more  directors  nominated  by SCSI  to the  board  of
directors  of ACCP.  Upon  election  of these  directors,  the  Board  agrees to
immediately  tender their  resignations  to ACCP. At the Closing  Date,  Czapran
shall tender to ACCP her resignation as an officer of ACCP.

     3.4  Indemnification of the Board.  Within seven (7) days subsequent to the
Closing  Date,  SCSI agrees to  indemnify  and hold  harmless  ACCP's  resigning
directors,  Mr. Rick E. Mohnssen,  Mr. Kelley Patton, John P. Giduck,  Esq., and
Robert E. Allen,  Esq., in addition to Ms. Ellen K. Czapran  against any and all
disputes,  claims,  controversies,  actions, losses,  obligations,  liabilities,
deficiencies,  penalties,  damages,  costs,  and expenses,  without  limitation,
whether  actual or  threatened,  arising out of, or in  connection  with,  their
duties as directors and/or president and executive director

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     of ACCP and  pertaining  to the  transfer of control of ACCP to SCSI.  This
shall include,  but not be limited to, any and all claims of breach of a duty of
loyalty  to ACCP.  Both SCSI and ACCP  shall  continue  to  indemnify  the Board
against  any and all  claims  of,  inter  alia,  breach of  fiduciary  duty.  In
addition,  SCSI agrees to only  retain and use legal  counsel  agreeable  to the
indemnified  party or parties  for any and all  actions  taken  pursuant  to the
transactions contemplated in this Agreement and the Additional Agreements.

     3.5  Termination.  Each party agrees that the valid  termination of the CSC
Purchase  Agreement prior to closing,  for any reason,  will result in the valid
termination  of  any  and  all  duties  and  obligations  under  the  Additional
Agreements and those contained in this Agreement.  Subsequent to the termination
of this Agreement,  or any of the Additional Agreements,  the parties agree that
all information concerning the other parties obtained during talks,  discussion,
negotiations,  or due diligence  investigation  shall remain strictly privileged
and confidential,  and the parties further agree not to reveal this information,
by any means, to any third party.

     3.6 No Change in Assets and Liabilities. The parties' obligations under the
terms of this Agreement and the Additional  Agreements are  conditioned  upon no
decrease  in  the  total  current  assets  nor  increase  in the  total  current
liabilities  of ACCP of more than 2% at the  Closing  Date as compared to ACCP's
balance  sheet as of December 31,  1998.  Provided,  however,  that if delays of
subsequent  appropriations  from  governmental  sources of  payment  cause a net
decrease  in the total  current  assets  or an  increase  in the  total  current
liabilities  shown on the December 31, 1998,  balance sheet, SCSI will accept on
the Closing  Date a decrease in the net current  assets or increase in the total
current liabilities of ACCP of up to 3% caused by such governmental  delays. Any
decrease in net  current  assets or increase  in total  current  liabilities  in
excess of that to be allowed in this Agreement, or in the Additional Agreements,
will give SCSI the option to reduce the Purchase  Price  payable under the terms
of the CSC  Purchase  Agreement  by the amount of the variance in excess of that
allowed by this provision;  but the CSC Purchase Agreement's Purchase Price will
not be reduced by more than  $25,000.  Provided,  however,  that if the variance
allowed by this provision  exceeds  $25,000,  then SCSI shall have the option to
validly  terminate  its  obligations  under this  Agreement  and the  Additional
Agreements.

     3.7 Balance Sheet.  SCSI's  obligations to perform under this Agreement and
the Additional  Agreements are conditional  upon there being no material adverse
changes in ACCP's  December  31, 1998,  balance  sheet as compared to the ACCP's
balance sheet as of the Closing Date.

     3.8 Licenses, certifications, use permits and zoning. On or before the date
of closing, ACCP or the Board must provide confirmation,  in a form satisfactory
to SCSI, that all licenses, certifications,  special or conditional use permits,
zoning and all other

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     necessary  governmental  consents exist to allow ACCP to continue after the
Closing Date to operate both the residential  community  corrections  facilities
and the non- residential day treatment  reporting  program on the property owned
or leased by ACCP and otherwise  continue the operations of the  residential and
non-residential  community  corrections  programs of ACCP as they are  presently
operated.  With respect to the  non-residential  day treatment reporting program
presently  operated at the LOFT House,  the parties  hereto agree that it may be
necessary for ACCP to enter into a lease of an alternate location.  In the event
that an  alternate  location is leased on terms  satisfactory  to SCSI and ACCP,
ACCP or the Board must provide  confirmation to SCSI that the alternate location
is properly licensed, permitted and zoned.

     3.9  Physical  Plant  Inspections.  SCSI shall  have the right to  complete
physical plant inspections of the Phoenix Center,  the LOFT House, and all other
properties owned or leased by ACCP and CSC, Inc., which is satisfactory to SCSI.

     3.10 LOFT  House.  ACCP will  provide  reasonable  assurances  to SCSI that
ACCP's lease of the LOFT House will not be adversely affected as a result of the
transactions  between ACCP and SCSI.  Additionally,  ACCP  warrants  that it has
continued in its efforts to negotiate a purchase option price for the LOFT House
pursuant to the signed letter of intent dated  February 2, 1999 between SCSI and
ACCP.

     3.11  Service  Contracts.  The Board  and  Czapran  warrant  that they have
continued in their efforts to renew one year service  contracts and replace such
contracts with five year contracts.

     3.12 Other  Agreements.  As a condition  precedent to SCSI's  obligation to
perform under the CSC Purchase Agreement and this Agreement, simultaneously with
the closing  under the terms of this  Agreement,  SCSI shall have  received  all
assignments  and other  performance due and owing to SCSI under the terms of the
CSC Purchase  Agreement,  and both that  Agreement  and the  Exclusive  Services
Agreement between SCSI and Czapran shall have been executed.

     3.13  Property  Information.  The Seller  agrees to deliver  the  following
information,  certificates,  instruments  and  documents to SCSI at the earliest
practicable date, but not later than the dates hereafter indicated:

               3.13.1 Title  Information.   Within  fifteen  (15)  days  of  the
                      Effective  Date,  the Seller agrees to deliver to SCSI (a)
                      the Title Commitment; (b) the Exception Documents; (c) the
                      Survey, and (d) the Title Certificates.  No later than ten
                      (10) days prior to  Closing,  SCSI will  provide the Title
                      Objections  to the Seller  and the Seller  will have until
                      the  Closing  Date to satisfy  the Title  Objections.  The
                      Seller agrees to use reasonable efforts to satisfy each

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                      requirement which is a condition  precedent to issuance of
                      the Title Policy, to cure any other defect in title to the
                      Real Property  which is discovered by SCSI,  the Seller or
                      the Title Company  subsequent to the effective date of the
                      Title Commitment and to satisfy all other Title Objections
                      provided that the Seller will not be required to incur any
                      cost to cure any Title Objection.  At the Seller's option,
                      any  Title  Objection  may  be  satisfied  by  the  Seller
                      obtaining coverage by the Title Company  indemnifying ACCP
                      against  losses arising from the Title  Objection.  If the
                      Seller  is  unwilling  or  unable  to  satisfy  any  Title
                      Objection  by the Closing  Date and SCSI is  unwilling  to
                      waive satisfaction of such Title Objection, SCSI will have
                      the option to either:  (a) extend the Closing Date by that
                      period of time which is reasonably required to enable SCSI
                      to satisfy all unresolved Title Objections at the Seller's
                      reasonable expense,  and with prior written notice, and to
                      proceed to do so; or (b) terminate  this Agreement and the
                      Additional  Agreements by written notice to the Seller, in
                      which  case  the  Earnest  Money  Deposit  under  the  CSC
                      Purchase Agreement,  including all interest thereon,  will
                      be  immediately  returned to SCSI.  Should a date five (5)
                      days prior to the  Closing  Date  arrive  with SCSI having
                      made no election under these circumstances,  the objection
                      of SCSI shall be waived.

               3.13.2 Environmental  Information:  No later than ten (10)
                      days prior to Closing, the Seller shall deliver the
                      Environmental   Report  to  SCSI.   It  will  be  a
                      condition   of  SCSI's   obligations   under   this
                      Agreement and the Additional  Agreements that there
                      are no known  Hazardous  Materials  in or under the
                      Real Property.

               3.13.3 Other  Information.  No  later  than  ten  days  prior  to
                      Closing, all soil, geological environmental,  engineering,
                      architectural  and other  tests and  reports,  all  plans,
                      specifications  and  drawings;  all  reports  prepared  in
                      connection  with any appraisal of the Real  Property,  all
                      service  contracts  regarding any personal  property to be
                      conveyed to SCSI; all licenses,  permits,  authorizations,
                      approvals,   certificates   and  similar   items  and  all
                      certificates of occupancy and similar documents, any other
                      documents   regarding   the  Property   which  SCSI  might
                      reasonably request, and which Seller has in its possession
                      or can obtain with the exercise of due diligence  prior to
                      closing.

        3.14   Seller's Deliveries.  At Closing the Seller will deliver or cause
               to be delivered to SCSI or the Title Company the following items:

               3.14.1 Title Policy. The Title Policy in the amount of the
                      fair market value of the Real Property reflecting a
                      "Date of Policy"  subsequent to the Closing  naming
                      ACCP as the "insured"  containing only the Approved
                      Title  Exceptions  as  exceptions  to coverage  and
                      providing such extended  coverage  endorsements  as
                      are requested by SCSI; and

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               3.14.2 Title Affidavits.  Such Title Affidavits as are reasonably
                      requested, by the Title Company or SCSI;

               3.14.3 Title  Certificates.  Title Certificates which show
                      no filings under the Uniform Commercial Code and no
                      pending  action in state or federal  court  against
                      ACCP which affects the Property other than Approved
                      Title Exceptions,

               3.14.4 Survey. The Survey shall not disclose any survey 
                      defect or encroachment from or onto the Real 
                      Property which has not been cured or insured over 
                      prior to the Closing; and

               3.14.5 Evidence of Authority;

               3.14.6 Additional Documents. Such additional documents as
                      might be reasonably requested by SCSI or the Title 
                      Company.

        3.16   Costs.  The Seller will pay the following costs: (a) the Seller's
               attorneys'  fees  and  expenses;   (b)  all  abstracting,   title
               examination,  premium and other charges for issuance of the Title
               Commitment  and the  Title  Policy,  (c)  one-half  (1/2)  of the
               closing  fees  charged  by the Title  Company.  SCSI will pay the
               following costs: (d) SCSI's attorneys' fees and expenses; (e) one
               half 1/22) of the closing fees charged by the Title Company.

        3.17.  Condemnation, Casualty. In the event of destruction of all or any
               part of the Property  prior to the Closing  Date, it is agreed as
               follows:

               3.17.1 Minor  Loss.  If the  value of the  Property  which is the
                      subject of the  condemnation  or insured  casualty loss is
                      not more than twenty percent (20%) of the total  aggregate
                      fair  market  value of the  Property,  which  the  parties
                      stipulate  to be $  ______________,  this  Agreement  will
                      continue,   all   condemnation   or   insurance   proceeds
                      collectible  by  reason of such  taking or damage  will be
                      absolutely  payable to SCSI,  the Purchase Price under the
                      CSC Purchase  Agreement  will be reduced by any deductible
                      amount  under  any  insurance  claim  and the  sale of the
                      Property will be otherwise  closed in accordance with this
                      Agreement.

               3.17.2 Major  Loss.  If the  value of the  Property  which is the
                      subject of the  condemnation  or casualty loss is equal to
                      or more than twenty  percent (20%) of the  aggregate  fair
                      market value of the  Property or the casualty  loss is not
                      insured,  SCSI and the Seller will have the mutual  option
                      for ten (10) Business Days after receipt of written notice
                      of such taking or destruction to cancel this Agreement and
                      the Additional  Agreements by service of written notice of
                      cancellation.   On  the  exercise  of  such  option,  this
                      Agreement and the Additional  Agreements  will become null
                      and void, and the Earnest Money Deposit under

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                      the CSC Purchase  Agreement  will be returned to SCSI. If,
                      in such event,  neither party affirmatively  exercises the
                      option  to  cancel  this   Agreement  and  the  Additional
                      Agreements,  such option will lapse, SCSI will be entitled
                      to  receive  all   condemnation   or  insurance   proceeds
                      collectible by reason of such taking or  destruction,  the
                      Purchase  Price under the CSC Purchase  Agreement  will be
                      reduced by any deductible amount under any insurance claim
                      and the sale of the Property  will be otherwise  closed in
                      accordance with this Agreement.

        3.18   Due Diligence. SCSI's obligations to perform under this Agreement
               are conditional  upon the completion of a due diligence review of
               ACCP's books and records which is reasonably satisfactory to SCSI
               and to SCSI's  financing  source,  Fleet  Capital.  The  Seller's
               obligations  will be  conditional  upon the  completion  of a due
               diligence  review of SCSI's books and records which is reasonably
               satisfactory to the Seller.

        3.19   Health  Insurance.  SCSI  agrees and  covenants  to  continue  to
               provide Czapran with health and medical benefits,  whose coverage
               is not below that which Czapran presently  receives through ACCP,
               through either SCSI or ACCP for a period of one (1) year from the
               Closing  Date.  SCSI  agrees to pay up to  $400.00  per month for
               health and medical  benefits to be provided to Czapran  under the
               terms of this section. The health and insurance benefits provided
               to Czapran  under this Section 3.19 shall also include  Czapran's
               husband and two children.

                         IV.  SELLERS' REPRESENTATIONS AND WARRANTIES

        4.     Seller's Representations and Warranties.  To induce SCSI to enter
               into this  Agreement and the  Additional  Agreements,  the Seller
               represents and warrants the following  matters are now and on the
               Closing Date will be correct:

               4.1    No Default.  To the Knowledge of the Seller, the Seller is
                      not in default and the execution and  performance  of this
                      Agreement  by the  Seller  will not  constitute  a default
                      under any agreement,  order, writ,  injunction,  decree or
                      demand of any court or any governmental  authority,  which
                      is binding on the Seller or the Property.

               4.2    Consents.  No consent,  approval or  authorization  by any
                      person  other than the Seller is  required  in  connection
                      with the execution or performance of this Agreement or the
                      Additional Agreements by the Seller.

               4.3    Authority ACCP is a nonprofit  corporation  duly organized
                      and  validly  existing  under  the  laws of the  State  of
                      Colorado;  ACCP has adequate  power,  authority  and legal
                      right to own, operate, manage, and hold the Property; ACCP
                      is duly  authorized,  qualified  and  licensed  under  all
                      applicable  laws,  regulations,  ordinances  or  orders of
                      public authorities to carry on ACCP's

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                      business  in  the  construction,   ownership,  management,
                      financing,  and operation of the Property;  the Seller has
                      adequate  authority,  power and legal  right to enter into
                      and perform the  provisions of this Agreement and in doing
                      so the Seller will not  violate any law or the  provisions
                      of ACCP's or CSC's organizational  documents;  the persons
                      executing and performing  this Agreement and the documents
                      delivered  pursuant  to this  Agreement  on  behalf of the
                      Seller have been duly  authorized  to act for and bind the
                      Seller as contemplated thereby.

               4.4    Permits:  Licenses. To the Seller's Knowledge, all permits
                      and licenses required to own, maintain, manage and operate
                      the  Property  are in  full  force  and  effect,  all  the
                      requirements  and  conditions of such permits and licenses
                      have been  duly  complied  with and no event has  occurred
                      which,  by notice or the  passage  of time or both,  would
                      render ACCP or operation of the Property not in compliance
                      with such requirements and conditions.

               4.5    Litigation. To the Seller's Knowledge, there is no pending
                      or threatened  litigation which, if adversely  determined,
                      might  reasonably  be  anticipated  to: (a)  restrain  the
                      consummation of any of the transactions  described in this
                      Agreement; (b) have a material adverse effect on the value
                      or operation of the Property following the Closing; or (c)
                      result in an encumbrance on the Property.

               4.6    Leases. To the Seller's Knowledge,  there are no leases in
                      effect which affect the use of the subject Real Property.

               4.7    Taxes.  To the  Knowledge  of the Seller,  all ad valorem,
                      business,  occupation,  sales, use and other taxes imposed
                      on the  Property or the  operation  thereof  which are due
                      prior to Closing have been paid in full and the Seller has
                      not received any notice that any such tax is unpaid.

               4.8    Notices.  The Seller has  received no: (a) notice from any
                      insurance   company  or  board  of   underwriters  of  any
                      uncorrected defects or inadequacies in the Property or the
                      operation   thereof;   (b)  notice  of  any  intent  by  a
                      governmental  authority  to exercise  any right of eminent
                      domain;  (c) notice of any special assessment of taxes; or
                      (d) notice of any claimed  violation of law in  connection
                      with the Property or the operation thereof.

               4.9    Utilities.  The  Property  is  adequately  served  by  all
                      necessary  public  utilities  including,  without  implied
                      limitation,  sewer,  water,  gas,  electric and  telephone
                      service  and the Seller has no  Knowledge  of a  condition
                      which might result in the termination of such service. All
                      public  utility  services  are  provided  to the  Property
                      through valid public or private rights-of-way.

               4.10   Hazardous Materials. To the Knowledge of the Seller: 
                      (a) no Hazardous Materials have been placed, held, 
                      located, discharged, released, treated,

                                       10





                      allowed  to  escape  from or  disposed  of on or under the
                      Property  and  no  part  of  the  Property   contains  any
                      Hazardous  Materials or any  underground  storage tanks or
                      has  ever  been  used as a dump  site or  storage  for any
                      Hazardous  Materials,  and (b) any Hazardous  Materials or
                      underground   storage  tanks  previously  located  on  the
                      Property  have been removed and disposed of in  accordance
                      with applicable Environmental Laws.

               4.11   Real Property.

                      4.11.1        The Seller has good and  marketable  title
                                    to  the  Property,  free  and  clear  of any
                                    security        interests,        easements,
                                    encroachments, covenants, or other claims or
                                    restrictions,  except for the Approved Title
                                    Exceptions  and except for taxes and special
                                    assessments for the current year not yet due
                                    and payable.

                      4.11.2        The legal description of the Real Property 
                                    contained in Schedule "A" describes such 
                                    parcel fully and adequately, the buildings 
                                    and improvements are located within the
                                    boundary lines of the described parcels of 
                                    land, are not in violation of applicable 
                                    setback requirements, zoning laws, and 
                                    ordinances and do not encroach on any 
                                    easement which may burden the land, the land
                                    does not serve any adjoining property for 
                                    any purpose inconsistent with the use of the
                                    land, and the property is not located within
                                    any flood plain or subject to any similar 
                                    type restriction for which any permits or 
                                    licenses necessary to the use thereof have 
                                    not been obtained.

                      4.11.3        The Real Property has received all approvals
                                    of   governmental   authorities   (including
                                    licenses and permits) required in connection
                                    with the ownership or operation  thereof and
                                    have  been   operated  and   maintained   in
                                    accordance with applicable laws,  rules, and
                                    regulations.

               4.12   Material Defects.  To the Knowledge of the Seller, there 
                      are no material structural or mechanical defects in the 
                      Property.

               4.13   Personal Property. The buildings, machinery, equipment and
                      other  tangible  assets  that ACCP owns or leases are free
                      from material defects,  have been maintained in accordance
                      with normal industry  practice,  and are in good operating
                      condition and repair (subject to normal wear and tear).



                                       11





               4.14   Full Disclosure.  Neither this Agreement nor any statement
                      or document  referred to herein or any other  information,
                      report  or  statement  delivered  to  SCSI  by the  Seller
                      contains any untrue statement or omits to state a material
                      fact  necessary to make the  statements  herein or therein
                      not  misleading,  and which was responsive to any document
                      or information request of SCSI.

                      V.  SCSI'S REPRESENTATIONS AND WARRANTIES

        5.     SCSI's  Representations  and Warranties.  To induce the Seller to
               enter into this Agreement  SCSI  represents and warrants that the
               following  matters are now and on the  Closing  Date will be true
               and correct:

                 5.1  Authority.  SCSI is a  corporation  organized  and validly
                      existing under the laws of the State of Oklahoma; SCSI has
                      adequate  authority,  power and legal  right to enter into
                      and perform the  provisions of this Agreement and in doing
                      so SCSI  will not  violate  any law or the  provisions  of
                      SCSI's articles of incorporation  or other  organizational
                      documents;  the  persons  executing  and  performing  this
                      Agreement  and the  documents  delivered  pursuant  to the
                      Agreement on behalf of SCSI have been duly  authorized  to
                      act for and bind SCSI as contemplated thereby;

               5.2    Full Disclosure.  Neither this Agreement nor any statement
                      or document  referred to herein or any other  information,
                      report  or  statement  delivered  to the  Seller  by  SCSI
                      contains any untrue statement or omits to state a material
                      fact  necessary to make the  statements  herein or therein
                      not misleading.

               5.3    Acknowledgments.  Acknowledges  that as an  inducement  to
                      Seller to enter into this Agreement,  SCSI is aware of the
                      charitable, educational and/or social service purposes for
                      which ACCP exists,  and SCSI  represents and warrants that
                      at all times during  which it is, in any way,  involved in
                      the business and  operations  of ACCP,  SCSI shall conduct
                      itself  in its  relations  with  ACCP  according  to those
                      purposes  and  in no  way  take  any  action  which  would
                      jeopardize said purposes.  As part of the  acknowledgment,
                      representation and warranty contained herein, SCSI further
                      affirms that it is familiar  with the Restated and Amended
                      Articles of Incorporation  and Bylaws of ACCP, in addition
                      to the Colorado Revised Nonprofit Corporation Act and will
                      act in accordance with the dictates of those documents and
                      laws. As a further inducement to Seller to enter into this
                      Agreement,  SCSI  acknowledges  that between the Effective
                      Date of this Agreement and the Closing Date,  Seller shall
                      conduct its due  diligence  investigation  for the purpose
                      of, inter alia, ensuring, to the extent possible, that the
                      transaction  contemplated  herein,  and the  intentions of
                      SCSI, are in the best interests of ACCP.

                                       12





                            VI. FACILITATING ACTIONS

        6.     Facilitating  Actions.  The parties  agree to take the  following
               actions to  facilitate  the  Closing and the  realization  of the
               benefits contemplated by this Agreement:

               6.1    Approvals.  The  parties  will use  reasonable  efforts to
                      obtain   all   necessary   or   desirable   approvals   of
                      governmental authorities and consents of all third persons
                      to expedite the Closing.

               6.2    Representations, Warranties. The parties will refrain from
                      taking any action which would render any representation or
                      warranty  contained in this  Agreement  inaccurate  on the
                      Closing Date. Each party will promptly notify the other of
                      any  occurrence  which might  reasonably be anticipated to
                      result in a material  modification of a representation  or
                      warranty made by such party.

               6.3    Maintenance.  The  Seller  will pay in full all  business,
                      occupation,  sales,  use and other  similar  taxes imposed
                      with  respect to the  Property  or the  operation  thereof
                      which  become due prior to Closing,  maintain the Property
                      in  accordance  with  the  Sellers  past  practices,   and
                      continue  to  meet  obligations  pertaining  to  the  Real
                      Property  incurred by the Seller in the ordinary course of
                      business.

        6.4    Material  Change.  Prior to the Closing Date, the Seller will not
               without the written consent of SCSI: (a) make any material change
               in  the  Property;   (b)enter  into  any  contract  or  make  any
               commitment relating to the Property; or (c) transfer or otherwise
               dispose of any of the Property, or enter into any new lease.

        6.5    Further  Assurances.  The Seller and SCSI will,  whenever  and as
               often as  reasonably  requested to do so by the other party:  (a)
               execute,  acknowledge  and  deliver  or  cause  to  be  executed,
               acknowledged and delivered such further conveyances, assignments,
               confirmations,   satisfactions,  releases,  approvals,  consents,
               certifications   and  other  documents  as  might  be  reasonably
               necessary,  expedient or proper, in the opinion of the requesting
               party, to complete the terms of this  Agreement;  and (b) to take
               all other  actions as are  reasonably  requested to carry out the
               intent of this Agreement.


                               VII. MISCELLANEOUS

7.      Miscellaneous. It is further agreed as follows:

        7.1    Entire Agreement. This Agreement,  together with the CSC Purchase
               Agreement and the Exclusive Services  Agreement,  constitutes the
               entire agreement between SCSI and

                                       13





               the Seller  relating to the sale of the Property.  This Agreement
               supersedes, in all respects, all prior written or oral agreements
               between the  parties  relating  to the sale of the  Property  and
               there   are  no   agreements,   understandings,   warranties   or
               representations  between SCSI and the Seller  except as set forth
               herein.

        7.2    Amendment.  Neither  this  Agreement  nor  any of the  provisions
               hereof can be changed, waives,  discharged or terminated,  except
               by an  instrument  in writing  signed by the party  against  whom
               enforcement  of the change,  waiver,  discharge or termination is
               sought.

        7.3    Notices. Any notice, payment, demand or communication required or
               permitted to be given by any provision of this  Agreement will be
               in writing  and will be deemed to have been given when  delivered
               personally  or by facsimile  (with a confirming  copy sent within
               one  (1)  Business  Day by any  other  means  described  in  this
               paragraph) to the party designated to receive such notice,  or on
               the date  following  the day sent by overnight  courier or on the
               third  (3rd)  Business  Day after  the same is sent by  certified
               mail,  postage and  charges  prepaid,  directed to the  following
               addresses or to such other or  additional  addresses as any party
               might designate by written notice to the other parties:

               To SCSI:      Mr. Jerry Sunderland
                             Southern Corrections Systems, Inc.
                             13401 Railway Drive
                             Oklahoma City, Oklahoma 73114
                             Telephone: (405) 752-8802
                             Facsimile: (404) 752-8852

               To the Seller:Mr. John P. Giduck,  Attorney at Law
                             11990 Grant Street, Suite 550
                             Northglenn, CO 80233
                             Telephone (303)280-5066
                             Facsimile (303) 280-5077

        7.4    Attorneys'  Fees. If any party institutes an action or proceeding
               against the other relating to the provisions of this Agreement or
               any default  hereunder,  the unsuccessful party to such action or
               proceeding  will reimburse the  successful  party therein for the
               reasonable attorneys' fees, disbursements and litigation expenses
               incurred by the successful party.

        7.5    Governing Law. This Agreement is being executed, delivered and is
               intended  to  be  performed  in  Northglenn,   County  of  Adams,
               Colorado. This Agreement is to be construed according to the laws
               of the State of Colorado.

        7.6    Brokerage.  Each  party  represents  to the other that no broker,
               finder or other person entitled to collect a brokerage or similar
               fee  has  been  employed  in  connection  with  the  transactions
               contemplated by this Agreement.



                                       14





        7.7    Severability.  If any clause or  provision  of this  Agreement is
               held by a court  having  jurisdiction  to be illegal,  invalid or
               unenforceable  under any present or future law, the  remainder of
               this Agreement will not be affected thereby.  It is the intention
               of the parties that if any such  provision is held to be illegal,
               invalid or  unenforceable,  there will be added in lieu thereof a
               provision  as similar in terms to such  provision  as is possible
               and be legal, valid and enforceable.

        7.8    Binding  Effect.  This Agreement will inure to the benefit of and
               bind the respective  successors and permitted assigns of SCSI and
               the Seller.

        7.9    Time. SCSI acknowledges  that all  negotiations,  discussions and
               processes,  including  but  not  limited  to  its  due  diligence
               investigation  of  Seller,  leading  up  this  Agreement  and the
               transaction  contemplated  herein have  occurred in an  expedited
               fashion due solely to its  request,  which have  resulted in time
               being  of the  essence  with  regard  to each  provision  of this
               Agreement.

        7.10   Captions.  The  captions  in  this  Agreement  are  inserted  for
               convenience of reference and are not intended to define, describe
               or limit the scope of any provision of this Agreement.

        7.11   Counterpart   Execution.   This  Agreement  may  be  executed  in
               counterparts,  each of which will be deemed an original document,
               but all of which will constitute a single document. This document
               will not be  binding  on or  constitute  evidence  of a  contract
               between  the  parties  until such time as a  counterpart  of this
               document  has  been  executed  by  each  party,  a  copy  thereof
               delivered to the other party to this Agreement.

8.      The  Parties  agree,  and  SCSI  accepts  and  acknowledges,  that it is
        entering into this Agreement, in addition to the CSC Purchase Agreement,
        with no promises,  representations,  guaranties or warranties of success
        of the continued  management and operation of ACCP, continued ability to
        secure or  maintain  contracts  with  Adams  County,  the  Adams  County
        Community Corrections Board, or the state of Colorado,  and that neither
        this Agreement nor the CSC Purchase  Agreement is in any way conditioned
        on that success or the continuation of such contracts.


                                       15






                                            SOUTHERN COMMUNITY CORRECTIONS,
                                            INC.



                                      By:____________________________________
                                            Jerry Sunderland, President


                                            CZAPRAN


                                      By:____________________________________
                                            Ellen K. Czapran


                                            BOARD OF DIRECTORS OF ACCP


                                      By:____________________________________
                                            Rick E. Mohnssen as Director


                                      By:_____________________________________
                                            Kelley R. Patton as Director


                                      By:_____________________________________
                                            Robert E. Allen as Director


                                      By:_____________________________________
                                            John P. Giduck as Director

                                       16




                                  SCHEDULE "A"


A parcel of land  located  in the south  half of the  southwest  quarter  of the
southeast  quarter of  Section  30,  Township 2 South,  Range 67 West of the 6th
Principal Meridian,  Adams County, Colorado being more particularly described as
follows:

Commencing  at the  southwest  corner of said  southeast  quarter;  thence South
89(degree)  41' 42" East,  along the south  line of said  southeast  quarter,  a
distance of 585.29  feet to a point on the  northwesterly  right-of-way  line of
Interstate 76; thence North 45(degree) 26' 49" East along said  right-of-way,  a
distance of 42.84 feet; to the true point of beginning;  thence North 52(degree)
26' 29" West, a distance of 258.31 feet; thence North 37(degree) 33' 31" East, a
distance of 232.68  feet;  thence South  89(degree)  39' 46" East, a distance of
348.72 feet,  to a point on said  northwesterly  line of  Interstate  76; thence
South  37(degree) 33' 31" West,  along said  right-of-way,  a distance of 303.72
feet; thence continuing along said right-of-way South 45(degree) 26' 49" West, a
distance of 141.24  feet to the true point of  beginning;  said parcel  contains
92,544  square  feet,  2.1245  acres  more or less,  County of  Adams,  State of
Colorado.

                                       17