<PAGE>

                                                                   EXHIBIT 10.10


                            ADAMS COUNTY, COLORADO
                         COMMUNITY CORRECTIONS PROGRAM
                                  SUBCONTRACT

     THIS SUBCONTRACT for community corrections program services is made this
1/st/ day of July, 1999, by and between the Adams County Board of County
------------------------
Commissioners, located at 450 S. 4th Avenue, Brighton, CO 80601, hereinafter
referred to as the "County," and Southern Corrections Systems, Inc., located at
13401 Railway Dr., Oklahoma City, OK 73114, hereinafter referred to as the
"Subcontractor."

     WHEREAS, authority exists in the law and funds have been budgeted,
appropriated and otherwise made available, and a sufficient unencumbered balance
thereof remains available for payment for the purchase of community corrections
program services; and

     WHEREAS, the County has entered into a contract with the Colorado
Department of Public Safety, Division of Criminal Justice, to provide community
corrections program services pursuant to (S)(S) 17-27-101, et seq., C.R.S., as
                                                           ------
amended, during the State fiscal year 1999-2000, and desires to Subcontract with
the Subcontractor for the provision of such services.

     NOW, THEREFORE, the County and the Subcontractor, for the consideration
herein set forth, agree as follows:

SECTION I -  RESPONSIBILITIES OF THE SUBCONTRACTOR
--------------------------------------------------

The Subcontractor was recommended to the County by the Adams County Community
Corrections Board, located at 11160 N. Huron St., Suite #34, Northglenn, CO
80234, and shall provide such services as described in its "Proposal for
Services," which is attached hereto and incorporated herein as Exhibit " A."

During the term of this Subcontract, the Subcontractor shall at all times comply
with the provisions (S)(S) 17-27-101, et seq., C.R.S., as amended, with all
                                      -------
applicable provisions of the "Colorado Community Corrections Standards," as
revised or amended, and with the provisions of the Victims' Rights Act, (S)(S)
24-4.1-301, et seq., C.R.S., as amended. Non-compliance with any applicable
            -------
statutes, standards, or regulations may result in the withholding of funding
and/or termination of the Subcontract, pursuant to the provisions of Section IX,
herein.



                                       1
<PAGE>

SECTION II -  RESPONSIBILITIES OF THE COUNTY
--------------------------------------------

The County shall reimburse the Contractor for community corrections services
provided in accordance with the terms and conditions herein. However, payment
pursuant to this Subcontract is subject to and contingent upon the continuing
availability of State funds for the purposes hereof. In the event that funds
become unavailable, as determined by the County, the County may immediately
terminate this Subcontract or amend it accordingly.

SECTION III - TERM
------------------

The term of this Subcontract shall be from July 1, 1999 through June 30,2000,
which corresponds to the State fiscal year.

SECTION IV -  PAYMENT AND/OR FEE SCHEDULE
-----------------------------------------

The County shall compensate the Subcontractor in accordance with the
reimbursement rates hereunder. Unless the Subcontractor has obtained prior
written approval from the County, the Subcontractor shall not be reimbursed for
providing any services not specified under the terms and conditions of this
Subcontract. Funds allocated under this Subcontract are for services rendered
during the current State fiscal year, and cannot be used to pay for community
corrections services provided in prior or future State fiscal years. Any
unexpended funds allocated or advanced to the Subcontractor under this
Subcontract shall be returned to the County within sixty (60) calendar days of
the end of the term of this Subcontract.

     A.   Maximum Reimbursement.
          ---------------------

          The County shall reimburse the Subcontractor in a maximum amount not
          to exceed $2,090,691.00. Payments may be offset against advances made
                    -------------
          to the Subcontractor by the County up to this maximum amount.

     B.   Reimbursement Rates.
          -------------------

          The County shall reimburse the Subcontractor for community corrections
          services provided according to the following rate schedule:

             $ 626,313.00 for residential transition placements at a daily rate
             ------------
             of $36.08 per offender;


                                       2
<PAGE>

             $ 1,256,378.00 for residential diversion direct sentence and
             --------------
             diversion condition of probation placements at a daily rate
             of $36.08 per offender;

             $ 208,000.00 for diversion non-residential placements at no more
             ------------
             than $257.00 per month per offender, not to exceed an average of
             $5.12 per day per offender;

     C.   First and Last Day Reimbursements.
          ---------------------------------

          The Subcontractor shall not be paid for the first day of an offender's
          participation in a program, but shall be compensated for the last day
          of an offender's participation. The day an offender transfers from
          residential to non-residential status, the Subcontractor shall be
          paid the residential daily rate, but shall not be compensated for
          non-residential expenses. The day an offender transfers from
          non-residential to residential status, the Subcontractor shall be paid
          for non-residential expenses, but shall not be compensated for the
          residential daily rate.

     D.   Condition-of-probation Clients.
          ------------------------------

          The Subcontractor shall use no more than one percent (1%) of the total
          residential diversion allocation for condition-of-probation clients,
          unless a written request is presented to and approved by the County.

          Reimbursement for any single client in residential diversion community
          corrections as a condition of probation shall be limited to a maximum
          of thirty (30) days.

     E.   Payment for Travel.
          ------------------

          The Subcontractor shall be reimbursed at the rate of twenty-four cents
          (24c) per mile for travel, when such travel is requested by the
          Department of Corrections ("DOC") or otherwise approved by the State
          for the purpose of transporting offenders. The Subcontractor agrees
          that any and all travel to DOC correctional facilities shall be
          coordinated by DOC prior to the Subcontractor being reimbursed. The
          Subcontractor shall provide the County and the State with travel
          reports setting forth the date of travel, mileage, destination and
          offenders transported.

     F.   Payment for Leaves of Absence.
          -----------------------------

          The Subcontractor shall be paid for the following leaves of absence,
          as authorized and approved by DOC or the State Judicial Branch
          ("SJB"):


                                       3
<PAGE>

          1. "Pass or furlough" based on a privilege to leave the facility to an
             approved location for up to forty-eight (48) hours.

          2. "Off-grounds leave" for the purpose of conducting a hearing or
             assessment regarding the continuation of the offender in community
             corrections, for a maximum allowable period of three (3) days.

          3. "Emergency leave" caused by and limited to a serious
             life-threatening incident in the offender's immediate family,
             subject to a maximum period of seven (7) days, to be reimbursed at
             fifty percent (50%) of the regular per diem rate.

     G.   Method of Billing.
          -----------------

          The Subcontractor shall bill or invoice the County for services
          provided on such forms and in such manner as the County and/or State
          may require. The County will not accept a billing unless its accuracy
          has been confirmed by the appropriate State agency, as evidenced by
          the signature of the appropriate probation or parole officer on the
          bill.

     H.   Reimbursement by Client.
          -----------------------

          The Subcontractor may charge each offender participating in a
          residential program the reasonable costs of the services not covered
          by payments under this Subcontract. The charges may be collected on an
          ability to pay basis, but shall not exceed ten dollars ($10.00) per
          day while in residential placement. Offenders in non-residential
          placement may be charged up to forty percent (40%) of the
          reimbursement rate as provided in Section IV, Paragraph B, above, but
          shall not exceed an average of two dollars ($2.00) per day while in
          non-residential placement Each offender shall be issued receipt for
          fees collected.

          Any charges to offenders in excess of these limits must be approved in
          advance by the State and the Adams County Community Corrections Board,
          and shall not exceed the amounts described in Exhibit A.

     I.   Limitation of Payments and Liabilities.
          --------------------------------------

          The County shall not assume liability for any debts or expenditures
          incurred by the Subcontractor or for any deficiencies the
          Subcontractor may incur in the operation of its program.


                                       4
<PAGE>

SECTION V -  INDEPENDENT CONTRACTOR
-----------------------------------

In providing services under this Subcontract, the Subcontractor acts as an
independent contractor and not as an employee of the County. The Subcontractor
shall be solely and entirely responsible for his/her acts, and the acts of
his/her employees, agents, servants, and sub-subcontractors during the term and
performance of this Agreement. No employee, agent, servant, or sub-subcontractor
of the Contractor shall be deemed to be an employee, agent, or servant of the
County because of the performance of any services or work under this
Subcontract. The Subcontractor, at its expense, shall procure and maintain
workers' compensation insurance as required by law.

SECTION VI -  NONDISCRIMINATION
-------------------------------

The Subcontractor agrees to comply with applicable federal and state laws,
statutes, rules and regulations concerning discrimination and unfair employment
practices, including the provision of (S)(S) 24-34-401, et seq., C.R.S., as
                                                        -------
amended.

SECTION VII - INDEMNIFICATION
-----------------------------

The Subcontractor agrees to indemnify and hold harmless the County, its
officers, agents, and employees for, from, and against any and all claims,
suits, expenses, damages, or other liabilities, including reasonable attorney
fees and court costs, arising out of damage or injury to persons, entities, or
property caused or sustained by any person(s) as a result of the Subcontractor's
performance or failure to perform pursuant to the terms of this Subcontract.

SECTION VIII -  INSURANCE
-------------------------

The Contractor agrees to maintain insurance of the following types and amounts:

     Commercial General Liability Insurance: to include products liability,
     --------------------------------------
     completed operations, contractual, broad form property damage and personal
     injury.

          Each Occurrence                $1,000,000
          General Aggregate              $2,000,000

     Comprehensive Automobile Liability Insurance: to include all motor vehicles
     --------------------------------------------
     owned, hired, leased, or borrowed.

          Bodily Injury/Property Damage       $1,000,000 (each accident)
          Personal Injury Protection          Per Colorado Statutes


                                       5
<PAGE>

     Workers' Compensation Insurance:    Per Colorado Statutes
     -------------------------------

     The Subcontractor's commercial general liability and comprehensive
     automobile liability insurance policies and/or certificates of insurance
     shall be issued to include the State of Colorado and Adams County as
     "additional insureds," and shall include the following provisions:

          1.  Underwriters shall have no right of recovery or subrogation
              against the County, it being the intent of the parties that the
              insurance policies so effected shall protect both parties and be
              primary coverage for any and all losses resulting from the actions
              or negligence of the Subcontractor.

          2.  The insurance companies issuing the policy or policies shall have
              no response against the County for payment of any premiums due or
              for any assessments under any form of any policy.

          3.  Any and all deductibles contained in any insurance policy shall be
              assumed by and at the sole risk of the Subcontractor.

     All insurers of the Subcontractor must be licensed or approved to do
     business in the State of Colorado.  Insurance policies required under this
     Subcontract shall include provisions preventing cancellation of the
     policies unless sixty (60) days prior notice is given to the State and
     the County by certified mail. The Subcontractor shall provide to the County
     certificates showing adequate insurance coverage within seven (7) working
     days of the execution of this Subcontract.

     Upon failure of the Subcontractor to furnish, deliver and/or maintain such
     insurance as provided herein, this Subcontract, at the election of the
     County, may be immediately declared suspended, discontinued, or
     terminated. Failure of the Subcontractor in obtaining and/or maintaining
     any required insurance shall not relieve the Subcontractor from any
     liability under this Subcontract, nor shall the insurance requirements be
     construed to conflict with the obligations of the Subcontractor concerning
     indemnification.

SECTION IX -  NON-COMPLIANCE AND TERMINATION
--------------------------------------------

A.   Termination for Cause.
     ---------------------


                                       6
<PAGE>

     If the County determines the Subcontractor is in non-compliance with the
     terms of this Subcontract, after giving notice in writing to the
     Subcontractor of the alleged area(s) of non-compliance, the Subcontractor
     shall have thirty (30) days in which to correct or justify the area(s) of
     non-compliance. If the area(s) of non-compliance are not resolved to the
     satisfaction of the County within thirty (30) days, the County may
     immediately terminate the Subcontract and/or may withhold further funding.
     In the event the County determines that the Subcontractor's alleged non-
     compliance creates an immediate risk to public safety, the County may
     immediately terminate the Subcontract.

B.   Termination for Convenience.
     ---------------------------

     This Subcontract may be terminated by either party giving thirty (30) days
     written notice, as provided in Section XII, Paragraph G, herein. If notice
     is so given, this Subcontract shall terminate on the expiration of the
     thirty (30) days, but the parties shall not be relieved of any duties to
     perform or liabilities incurred up to the date of termination.


SECTION X -  SPECIAL PROVISIONS
-------------------------------

A.   Client Files.
     ------------

     The Subcontractor shall maintain individual files for each offender
     participating in the Subcontractor's program as required by DOC/SJB. The
     individual files shall be maintained in a secure area in a locked file
     cabinet or safe.

     Offender files and criminal history records shall be maintained and
     disseminated pursuant to (S)(S) 24- 72-202 through 204, C.R.S., and  (S)(S)
     24-72-301 through 308, C.R.S., and in compliance with Title 28 of the Code
     of Federal Regulations. Any request for information, including but not
     limited to offenders' records, shall be referred by the Subcontractor to
     DOC/SJB.

B.   Reports.
     --------

     The Subcontractor shall provide timely, prompt and accurate reports as are
     or may be required by the State, DOC, SJB or the County , which may
     include, but are not limited to, statistical reports, caseload data,
     Community Corrections Client Information Forms, Community Corrections
     Offender Screening Information Forms, and other records documenting the
     types of services provided and the identity of the individual offenders to
     whom such

                                       7
<PAGE>

     services were provided. The Community Corrections Client Information Forms
     must be completed, as prescribed by the State, for each residential
     offender served, and shall accompany the billings coinciding with the
     offender's month of termination. Community Corrections Offender Screening
     Information Forms shall, on a monthly basis, be used to record all
     screening activity performed by the Adams County Community Corrections
     Board, and shall be submitted to the County with each month's billings.

     1. The Subcontractor, at its sole expense, shall purchase any and all
        computer hardware or software necessary so that its financial
        record-keeping and/or billing system(s), program evaluation system(s),
        and offender status tracking system(s) are compatible with the system(s)
        utilized or implemented by the State, DOC, SJB and/or the County.

     2. Within five (5) business days of the end of the State fiscal year, the
        Subcontractor shall report the total costs of its program to the County
        and to the State.

     3. Within sixty (60) calendar days of the end of the State fiscal year, the
        Subcontractor shall submit to the County a report documenting its
        performance under the terms of this Subcontract, including information
        concerning referrals, screening, offender acceptance and termination,
        and any other information deemed appropriate by the County.

C.   Fiscal Audits and Accounting.
     ----------------------------

     The Subcontractor shall maintain an accurate fiscal accounting of the
     earnings of all offenders assigned to their program or facility including,
     but not limited to: gross earnings; net earnings; federal, state, and local
     taxes paid; amount of restitution agreed to and paid; savings accounts;
     subsistence amounts charged and collected; and any other outstanding,
     financial obligations.

     If requested by the County, the Adams County Community Corrections Board,
     or the State, at the end of the term of this Subcontract, the Subcontractor
     shall provide to the County, the Community Corrections Board, and the State
     a complete, independent fiscal audit report that includes a line item
     accounting and verification of expenditures in comparison to the budgeted
     line items as specified in Exhibit A. If such an audit is requested, it
     shall be provided within ninety (90) calendar days of the receipt of the
     request.

                                       8
<PAGE>

D.   Review and Inspection.
     ---------------------

     The Subcontractor shall permit any authorized representative of the County
     to inspect its facilities, fiscal and/or program files at any time, with or
     without notice, to ensure compliance with this Subcontract. The
     Subcontractor shall permit any authorized representative of any health
     department with appropriate jurisdiction to inspect its facilities and
     relevant files at any time, with or without notice, to ensure compliance
     with appropriate statutes, rules and regulations. The Subcontractor shall
     make available for inspection to the State, DOC or SIB any fiscal and/or
     program files requested within three (3) business days after receiving such
     a request.

E.   Unauthorized Absence.
     --------------------

     If an offender becomes absent from a program without authorization, the
     Subcontractor shall notify the County and the offender's probation or
     parole officer at the appropriate State agency (DOC or SIB) within two (2)
     hours after the offender becomes absent without authorization. If DOC or
     SJB notifies the Subcontractor that the absent offender's position should
     not be held open, the Subcontractor shall hold the absent offender's
     position open for a period not to exceed one (1) day following the
     reported absence, and the County shall compensate the Subcontractor at the
     full rate of reimbursement for that one (1) day.

F    Fugitive Reporting Systems.
     --------------------------

     If the Subcontractor, at any time, has reason to believe that an offender
     has escaped from a program, it shall immediately notify the appropriate
     State agency, local law enforcement agencies, and the Adams County
     Community Corrections Board, using the fugitive reporting system in effect
     at the time of the escape. The Subcontractor shall also provide the State
     and the Adams County Community Corrections Board with monthly reports
     concerning all offenders reported as escapees.

G    Absence Due to Arrest.
     ---------------------

     The Subcontractor shall immediately notify the appropriate State agency
     (DOC or SJB) if it knows or has reason to believe that an offender has been
     arrested or is otherwise in the custody of a federal, state or local law
     enforcement authority. The County shall reimburse the Subcontractor at the
     full per diem rate for the day the offender was arrested, and at fifty
     percent (50%) of the full per diem rate for up to seven (7) days following


                                       9
<PAGE>

     the offender's arrest, if the Subcontractor receives written approval from
     the State to hold the offender's placement open.

H.   Referral for Medical Services.
     -----------------------------

     The Subcontractor shall identify sources of emergency medical services
     located within close proximity to its residential community corrections
     facility. Procedures shall be established to refer offenders requiring such
     services in the event of emergencies. Offenders shall be advised upon
     admission to the facility that responsibility for medical and dental care
     is assumed by the offender unless other arrangements are confirmed in
     advance by the referring agency. Offenders shall acknowledge these
     responsibilities in writing upon admission to the program. Policy and
     procedures of the Subcontractor shall specifically prohibit any restriction
     or constraint of offenders' movements unless necessary to attend to
     legitimate medical or dental needs. If a medical emergency occurs, the
     Subcontractor shall immediately notify the referring agency (DOC or SJB).
     The County shall compensate the Subcontractor at the full rate the day an
     offender is placed in a hospital, and at 50% of the regular per diem rate
     for up to seven (7) days for holding a bed available during the
     hospitalization of an offender, unless the referring agency notifies the
     Subcontractor otherwise.

I.   Notice of Placement.
     -------------------

     The Subcontractor shall comply with the notice requirements of
     (S) 17-27.1-10, C.R.S., as amended.

J.   Drug Tests.
     ----------

     The Subcontractor shall Perform periodic chemical tests as defined in the
     "Colorado Community Corrections Standards" at times that cannot be
     predicted by the offender to determine the use of drugs by offenders in the
     Subcontractor's residential and non-residential program.

K.   Supervision.
     ------------

     Provide 24-hour-a-day, seven-day-a-week staff supervision of the offenders
     assigned to the residential facility as specified in the "Colorado
     Community Corrections Standards."


                                      10
<PAGE>

L.   Management.
     ----------

     Subcontractor shall retain competent personnel who are satisfactory to the
     County.

SECTION XI  -  CHANGE ORDER LETTERS
-----------------------------------

The County may prospectively increase or decrease in the amounts payable and the
corresponding levels of service under this Subcontract through a Change Order
Letter ("Letter"), a copy of which is attached hereto and incorporated herein as
Exhibit "G."

A.   Upon proper execution and approval, such Letter shall become an amendment
     to this Subcontract and, except for the Mutual Understandings contained in
     Section XII herein, shall supersede the Subcontract in the event of a
     conflict between the two. It is understood and agreed that the Letter may
     be used only for increasing or decreasing funding, corresponding
     adjustments to service levels, and any budget line items.

B.   If the Subcontractor agrees to and accepts the change(s) to the Subcontract
     as reflected in the Letter, the Subcontractor shall execute and return the
     Letter to the County by the effective date indicated in the Letter. In the
     event the Subcontractor does not accept the change(s), or fails to timely
     return the executed Letter, the County may, upon notice to Subcontractor,
     terminate this Subcontract effective any time after twenty (20) days
     following the return deadline specified in the Letter. Such notice shall
     specify the effective date of termination. In the event of termination, the
     Parties shall not be relieved of their obligations up to the effective date
     of termination.

C.   Increases or decreases in the level of funding may be made through the
     Letter process under the following circumstances:

     1. adjustments to reflect current year expenditures;

     2. supplemental appropriations resulting in an increase or decrease in the
        amounts originally budgeted and available for the purposes of this
        program;

     3. closure of programs and/or termination of related contracts;

     4. delay or difficulty in implementing new programs or services; and


                                      11
<PAGE>

     5. any other circumstances as deemed appropriate by the County.

SECTION XII  -  MUTUAL UNDERSTANDINGS
-------------------------------------

A.   Jurisdiction and Venue.
     ----------------------

     The laws of the State of Colorado shall govern as to the interpretation,
     validity, and effect of this Subcontract. The parties agree that
     jurisdiction and venue for any disputes arising under this Agreement
     shall be with the District Court of Adams County, Colorado.

B.   Compliance with Laws.
     ---------------------

     During the performance of this Subcontract, the Subcontractor agrees to
     strictly adhere to all applicable federal, state, and local laws, rules and
     regulations, including all licensing and permit requirements. The parties
     hereto aver that they are familiar with (S) 18-8-301, et seq., C.R.S.
                                                           ------
     (Bribery and Corrupt Influences), as amended, and (S) 18-8-401, et seq.,
                                                                     ------
     C.R.S. (Abuse of Public Office), as amended, and that no violation of such
     provisions are present.

C.   Record Retention.
     ----------------

     The Contractor shall maintain records and documentation of the services
     provided under this Subcontract, including fiscal records, and shall retain
     the records for a period of seven (7) years from the date of final payment.
     During this period, the records and documents shall be subject at all
     reasonable times to inspection, review, or audit by authorized federal,
     state, or County personnel.

D.   Assignability.
     -------------

     Neither this Subcontract, nor any rights hereunder, in whole or in part,
     shall be assignable or otherwise transferable by the Subcontractor without
     the prior written consent of the County.

E.   Waiver.
     ------

     Waiver of strict performance or the breach of any provision of this
     Subcontract shall not be deemed a waiver, nor shall it prejudice the
     waiving party's right to require strict performance of the same provision,
     or any other provision in the future, unless such waiver has rendered
     future performance commercially impossible.


                                      12
<PAGE>

F.   Force Majeure.
     --------------

     Neither party shall be liable for any delay or failure to perform its
     obligations hereunder to the extent that such delay or failure is caused by
     a force or event beyond the control of such party including, without
     limitation, war, embargoes, strikes, governmental restrictions, riots,
     fires, floods, earthquakes, or other acts of God.

G.   Notice.
     ------

     Any notices given under this Agreement are deemed to have been received and
     to be effective: (1) three (3) days after the same shall have been mailed
     by certified mail, return receipt requested; (2) immediately upon hand
     delivery; or (3) immediately upon receipt of confirmation that a facsimile
     was received. For the purposes of this Subcontract, any and all notices
     shall be addressed to the contacts listed below:

     For the County:

     Adams County Community Corrections Board
     11160 N. Huron St., Suite #34
     Northglenn, CO 80234
     Phone: (303) 280-5117
     FAX: (303) 280-5193

     Adams County Attorney's Office
     450 S. 4th Ave.
     Brighton, CO 80601
     Phone: (303) 654-6116
     FAX: (303) 654-6114


     For the Subcontractor:

     Southern Corrections Systems, Inc.
     13401 Railway Dr.
     Oklahoma City, OK 73114
     Phone:(405) 752-8802
     FAX:(405) 752-8852

H.   Integration of Understanding.
     ----------------------------


                                      13
<PAGE>

     This Subcontract contains the entire understanding of the parties hereto
     and neither it, nor the rights and obligations hereunder, may be changed,
     modified, or waived except by an instrument in writing that is signed by
     the parties hereto.

I.   Severability.
     ------------

     If any provision of this Subcontract is determined to be unenforceable or
     invalid for any reason, the remainder of this Subcontract shall remain in
     effect, unless otherwise terminated in accordance with the terms contained
     herein.

J.   Authorization.
     --------------

     Each party represents and warrants that it has the power and ability to
     enter into this Subcontract, to grant the rights granted herein, and to
     perform the duties and obligations herein described.

IN WITNESS WHEREOF, the parties hereto have caused their names to be affixed
hereto.

BOARD OF COUNTY COMMISSIONERS
ADAMS COUNTY, COLORADO,

/s/ Ted L. Strickland     10/4/99            9/23/99
---------------------------------          ------------
Chair                                      Date

ATTEST:                                 APPROVED AS TO FORM:
CAROL SNYDER
CLERK AND RECORDER
                                        Sig. Illegible
                                    -------------------------------
                                    Adams County Attorney's Office
/s/ Lucy Trijillo
----------------------------------
Deputy Clerk



                                      14
<PAGE>

CONTRACTOR:

Southern Corrections Systems, Inc.  by
----------------------------------
Name: Donald E. Smith
Title: CEO



STATE OF ____________________ )

                              )ss:
COUNTY OF____________________ )

The foregoing Subcontract was acknowledged before me this _______ day

of______________, 1999, by ___________________________________ as

_________________________________ for the Subcontractor, herein named.




WITNESS my hand and official seal.
My Commission expires:


__________________________________           _________________________
Date                                         Notary Public




                                      15
<PAGE>

                                   Exhibit G

                             Subcontract FY 99-00

SOUTHERN CORRECTIONS SYSTEMS, INC.
13401 RAILWAY DRIVE
OKLAHOMA CITY, OK 73114

Subcontractor:

Pursuant to paragraph Section IV, A. and B. of the Subcontract between the Adams
County Board of County Commissioners, and Southern Corrections Systems, Inc.,
the County hereby notifies you that the maximum amount payable from the State
under Department of Public Safety Contract, #        , covering the period July
                                            ---------
1, 1999 through June 30, 2000 is hereby changed. The maximum amount payable for

residential transition placements at a daily rate of $36.08 per offender is
----------------------
increased/decreased  by $                to a new total of $               . The
-------------------      ----------------                    --------------
maximum amount payable for residential diversion placements at a daily rate of
                           ---------------------
$36.08 per offender is increased/decreased by $                            to a
                                              -----------------------------
new total of $                              . The maximum amount payable for
              ------------------------------
diversion non-residential placements is increased/decreased by $
-------------------------               -------------------     ---------------


for a new total of $                    . The per diem rates remain unchanged.
                     -------------------

The effected lines of Section IV. B. of the Subcontract shall now read:

     $_________________ for residential transition placements at a daily rate of
     $36.08 per offender,

     $_________________ for residential diversion direct sentence and diversion
     condition of probation placements at a daily rate of $36.08 per offender,

     $_________________ for diversion non-residential placements at no more than
     $257.00 per month per offender, not to exceed an average of $5.12 per day
     per offender,

This amendment to the Subcontract is intended to be effective
________________________, but in no event shall this amendment be deemed valid
until it shall have been approved by the County or their designee.


                                      16
<PAGE>

Please sign, date and return all copies of this Letter on or before          00.
                                                                    ---------
BOARD OF COUNTY COMMISSIONERS
ADAMS COUNTY, COLORADO


-------------------------------       -------------------------
Chair                                 Date


ATTEST:                          APPROVED AS TO FORM:
CAROL SNYDER
CLERK AND RECORDER               ------------------------------
                                 Adams County Attorney's Office
-------------------------------
Deputy Clerk


CONTRACTOR

-------------------------------
Name:
Title:


STATE OF ___________________   )
                               ) ss:

The foregoing Subcontract was acknowledged before me this _______ day of

____________, 1999, by __________________________ as

______________________________for the Subcontractor, herein named.


WITNESS my hand and official seal.
My Commission expires:


-------------------------------     --------------
Date                                Notary Public


                                      17
<PAGE>

                                   Exhibit G
                            CHANGE ORDER LETTER #1
                            ----------------------
                             Subcontract FY 99-00


SOUTHERN CORRECTIONS SYSTEMS, INC.
13401 RAILWAY DRIVE
OKLAHOMA CITY, OK 73114

Subcontractor:

Pursuant to paragraph Section IV, A. and B. of the Subcontract between the Adams
County Board of County Commissioners, and Southern Corrections Systems, Inc.,
the County hereby notifies you that the maximum amount payable, covering the
period July 1, 1999 through June 30, 2000 is hereby changed. The maximum amount
payable for residential transition placements at a daily rate of $36.08 per
            ----------------------
offender remains unchanged and is for $626,313.00. The maximum amount payable
                                      -----------
for residential diversion placements at a daily rate of $36.08 per offender is
    ---------------------
increased by $96,442.00 to a new total of $1,352,820.00. The maximum amount
             ----------                   -------------
payable for diversion non-residential placements remains unchanged and is for
            -------------------------
$208.000.00. The per diem rates remain unchanged.
------------

The effected lines of Section IV. B. of the Subcontract shall now read:

     $ 626,313.00 for residential transition placements at a daily rate of
     ------------
     $36.08 per offender,

     $1,352,820.00 for residential diversion direct sentence and diversion
     -------------
     condition of probation placements at a daily rate of $36.08 per offender,

     $ 208,000.00 for diversion non-residential placements at no more than
     ------------
     $257.00 per month per offender, not to exceed an average of $5.12 per day
     per offender,

This amendment to the Subcontract is intended to be effective November 1, 1999,
but in no event shall this amendment be deemed valid until it shall have been
approved by the County or their designee.


Please sign, date and return all copies of this Letter on or before February
11, 2000.


                                       1
<PAGE>

BOARD OF COUNTY COMMISSIONERS
ADAMS COUNTY, COLORADO


Sig. Illegible                        Illegible
----------------------------          ------------
Chair                                 Date


ATTEST:                         APPROVED AS TO FORM:
CAROL SNYDER
CLERK AND RECORDER              /s/ Patrise C. Frederick #18793
                                -------------------------------
                                Adams County Attorney's Office
/s/ Lucy Trijillo
----------------------------
Deputy Clerk


CONTRACTOR

Sig. Illegible
----------------------------
Name:
Title:  President


STATE OF     Oklahoma         )
        -------------------
                              ) ss:

The foregoing Subcontract was acknowledged before me this 21 day  of
                                                          --
February, 2000, by /s/ sig. illegible as
--------               --------------
President for the Subcontractor, herein named.
---------


WITNESS my hand and official seal.
My Commission expires:

      6/13/2000                          Beverly A. Porter
---------------------------          -----------------------
Date                                 Notary Public



                                       2