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                                                                   EXHIBIT 10.11



                    WELD COUNTY COMMUNITY CORRECTIONS BOARD

                                 CONTRACT WITH

                          THE VILLA AT GREELEY, INC.


     THIS CONTRACT, Made this __1ST__ day of___ JULY___ 1999, by and between
the Board of Commissioners of Weld County, on behalf of Weld County Community
Corrections Board, P.O. Box 758, Greeley, CO 80632, hereinafter referred to as
"the Board," and The Villa At Greeley, Inc., 1750 6th Avenue, Greeley, CO 80631,
hereinafter referred to as "the Contractor."

     WITNESSETH:

     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
services; and

     WHEREAS, required approval, clearance and coordination has been
accomplished from and with appropriate agencies; and

     WHEREAS, the Board has entered into a contract with the Colorado Department
of Public Safety, Division of Criminal Justice, to provide community corrections
services pursuant to Article 27, Title 17, C.R.S., as amended, during the State
fiscal year 1999-2000 and desires to subcontract with The Villa At Greeley,
Inc., for the provision of such services.

     NOW THEREFORE, it is hereby agreed that

     1. THE BOARD SHALL:

A.   Payment for Services.
     ---------------------

     1)   Subject to the condition that the Contractor shall provide all
          required information, compensate the Contractor in accordance with the
          schedule in Paragraph 1.A.2. for community correctional services.

     2)   During the period of the contract, upon receipt of proper billing from
          the Contractor as provided in paragraph 2.M. herein, payment shall be
          offset against advances up to a maximum total payment of:

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

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

residential diversion specialized services as described in Exhibit "A" at $17.00
per day per offender, which is the difference between the specialized services
per diem ($53.08) and the regular diversion residential per diem ($36.08),



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residential transition specialized services as described in Exhibit "A" at
$14.38 per day per offender, which is the difference between the specialized
services per diem ($53.08) and the regular diversion residential per diem
($36.08),

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,

residential transition placements for specialized services (CIRT) as described
in Exhibit "A" at a daily rate of $53.08 per offender,

3/4 house placements at a daily rate of no more than $14.13 per offender,

day reporting center services at a daily rate of no more than $8.24 per
offender,

$36.08 per day per offender for residential parole placements, and

per diem supplements to provide specialized services, with prior approval by the
State, for offenders with special needs.

     3)   The Contractor 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 Contractor 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 Contractor shall be paid
          for non-residential expenses, but shall not be compensated for the
          residential daily rate.

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

     5)   Funds allocated in this Contract are for services rendered during
          the current contract period and cannot be used to pay for community
          corrections services provided in prior or future fiscal years.

     6)   Any unexpended funds allocated or advanced to the Contractor by this
          contract shall be reverted to the Board.

B.   Subcontracts. Contractor may subcontract for community corrections services
     ------------
with any private agency or unit of local government for the purpose of rendering
services to offenders, providing, however, that any subcontracts shall comply
with the terms and provisions of this contract and all applicable sections of
Article 27, Title 17, C.R.S., as amended. Any reference in this agreement to
"Contractor" shall also apply to its subcontractors providing services pursuant
to Article 27, Title 17, C.R.S., as amended.

C.   Payment for Travel. Reimburse the Contractor at the rate of $.24 per mile
     ------------------
for travel, when such travel is requested by the Department of Corrections (DOC)
or approved by the State for the purpose of transporting offenders. The
Contractor agrees that any and all travel to DOC correctional facilities shall
be coordinated by DOC prior to the Contractor being reimbursed. The Contractor
shall provide the Board and the State with travel reports setting forth the date
of travel, mileage, destination

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and offenders transported.

D.   Payments for Leaves of Absence. Pay for the following leaves of absence,
     -------------------------------
as authorized and approved by DOC or the State Judicial Branch (SJB):

     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 which is to conduct 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 50% of the regular per
          diem rate.

E.   Noncompliance.  Withhold funds when the Board or the State determines
     -------------
that the programs or facilities of the Contractor are not in compliance with
this contract. Overpayments made by the Board, in the event of non-compliance,
shall be recoverable by the Board from the Contractor through deductions from
future payments or recovered through legal proceedings.

F.   Limitation of Payments and Liabilities. Not assume liability for any
     --------------------------------------
deficiency that the Contractor may incur in the operation of its program nor for
any debts or expenditures incurred by the Contractor for ensuing fiscal years
when funds for that purpose have not been appropriated or budgeted.

     2. THE CONTRACTOR SHALL:

A.   Approval.  Be approved by the local community corrections board in
     --------
their jurisdiction and operate pursuant to Article 27, Title 17, C.R.S., as
amended.

B    Description of Services. Provide such services as specifically set forth in
     -----------------------
the proposal submitted to the Board for the provision of services to 1)
offenders referred by DOC, 2) offenders referred by SJB, 3) offenders referred
by the State Board of Parole or, 4) offenders referred by SJB pursuant to
19-2-703(c) or 19-2-801 (2)(a). A copy of such proposal submitted by the
Contractor is attached hereto and incorporated herein as Contractor's
Exhibit "A".

C.   Standards. Meet, maintain, and comply with all applicable guidelines or
     ---------
standards as provided in Article 27, Title 17, C.R.S., as amended, and the
"Colorado Community Corrections Standards". Non-compliance with standards may
result in reduction of compensation rates as specified in paragraph 1.A.2;
cessation of offender placements in the program; implementation of a competitive
bid process to consider alternate program providers; or cancellation of the
contract.

D.   Victim Rights Act. Comply with Section 24-4.1-302.5, Section 24-4.1-303
     -----------------
and Section 24-4.1-304 C.R.S., commonly known as the Victim Rights Act and
enabling legislation.

E.   Immigration Reform Control Act. Comply with all federal and state laws,
     ------------------------------
including the Immigration Reform Control Act in all hiring practices.

F.   Americans with Disabilities Act. Comply with all applicable titles of the
     -------------------------------
Americans with Disabilities Act (Public Law 101.336) and submit documentation
as required by the State to


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demonstrate compliance with this Act.

G.   Client Files.  Maintain individual files for each offender participating in
     -------------
the Contractor's program as required by DOC/SJB. The individual files shall be
maintained in a secure area, in a locked file cabinet or safe.

Such files and criminal history records shall be maintained and disseminated
pursuant to Section 24-72-202-204, C.R.S., and Section 24-72-301-308, C.R.S.;
and in compliance with Title 28 of the Code of Federal Regulations.

H.   Reports.  Provide timely, prompt, and accurate reports as are or may be
     --------
required by the State, DOC, SJB, or the Board during the period of the
contract, which include but are not limited to statistical reports, case load
data, Community Corrections Client Information Forms, 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 receiving such services. The Community
Corrections Client Information Form 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 Board and its subcontractors and
shall be submitted to the State with each month's billings.

I.   Review and Inspection.  Make both fiscal and program files available within
     ----------------------
three (3) working days for review and inspection by the State, DOC, SJB, or an
authorized representative of the Board, to assure that the Contractor is
providing the services and financial records required by this contract.

J.   Unauthorized Absence.  Notify DOC or SJB, through the appropriate
     --------------------
probation/parole officer, within four (4) hours after an offender becomes
absent from the program without authorization. The Contractor shall also comply
with Section 17-27.1-101(1), C.R.S. The Contractor shall keep the offender's
position available for a period not to exceed one (1) day during the offender's
unauthorized absence if DOC/SJB notifies the Contractor that it does desire to
have the position kept available. The Board shall compensate the Contractor at
full rate the day the offender escapes.

K.   Fugitive Reporting System.  Pursuant to Section 17-27-104, C.R.S., the
     -------------------------
Contractor shall insure that any probably escape of any Diversion offender is
reported by program staff providing services through this contract, using the
Fugitive Reporting System in effect at the time of the escape. Program staff
shall also provide the State and its local community corrections board with
monthly escape reports of all offenders reported as escapees, whether Diversion
or Transition offenders.

L.   Absence Due to Arrest.  Notify DOC/SJB immediately if they know an
     ---------------------
offender has been arrested and/or is in the custody of a federal, state, or
local police authority, respectively. If the Contractor has requested and
received prior written permission from DOC/SJB, the Board shall compensate the
Contractor at full rate for the day the offender is arrested, and at 50% of the
regular per diem rate for up to seven (7) days for maintaining the availability
of a position during the offender's absence.

M.   Additional Services.  Obtain prior written approval from the State and the
     --------------------
Board before providing any additional billable services or evaluations not
provided for by the terms and conditions of this contract. If services are
provided by the Contractor which exceed the maximum total payment as described
in Paragraph 1,A.2., neither the State nor the Board is liable for
reimbursement. Should additional funding become available, the State or Board
may, at their own option, choose to reimburse beyond the amount specified in
Paragraph 1.A.2.


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N.   Method of Billing. Bill the Board for services provided on such forms and
     ------------------
in such manner as the Board and/or State may require. In order for the billing
to be accepted by the Board, the signature of the appropriate probation or
parole officer confirming the accuracy of the billing is required. The
Contractor shall report the total costs of its program to the Board and the
State within five (5) days after the end of the fiscal year. The State or the
Board may require the Contractor to provide an estimate of final year-end
expenditures anytime within sixty (60) days prior to the end of the fiscal year.

0.   Reimbursement by Client. The Contractor may charge each offender
     ------------------------
participating in a residential program the reasonable costs of the services not
covered by state payments. 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 an amount that
averages 40% of the amount billed to the State as described in paragraph 1.A.2.,
but shall not exceed an average of two dollars ($2.00) per day while in
non-residential placement. Each offender shall be issued receipts for fees
collected.

     Any charges to offenders in excess of these limits must be approved in
advance by the State and local community corrections board. The Contractor must
provide a description of such additional fees, including rates, services or
products purchased, and program policies and procedures related to collecting
and record keeping to the State, the local community corrections board, and the
referring agency. Such additional charges are described in Exhibit "A".

P.   Inspections. Allow DCJ, DOC, SJB, Health Department employees, or
     ------------
authorized representatives of the Board to inspect, with or without notice, the
facilities, records, and services provided by the Contractor to determine
compliance with this contract.

Q.   Insurance. Maintain in full force and effect adequate liability insurance
     ----------
coverage with an insurance company licensed and authorized to transact business
within the State of Colorado in the following amounts:

     1.  Standard Worker's Compensation and Employer Liability as required by
         State statute, including occupational disease, covering all employees
         on or off the work site, acting within the course and scope of their
         employment.

     2.  General, Personal Injury, and Automobile Liability (including bodily
         injury, personal injury, and property damage) minimum coverage:

          a)  Combined single limit of $600,000 if written on occurrence basis.

          b)  Any aggregate limit will not be less than $1,000,000.

          c)  Combined single limit of $600,000 for policies written on a
              claims-made basis. The policy shall include an endorsement,
              certificate, or other written evidence that coverage extends two
              years beyond the performance period of the contract.

          d)  If any aggregate limits are reduced below $600,000 because of
              claims-made or paid during the required policy period, the
              contractor shall immediately obtain additional insurance to
              restore the full aggregate limit and furnish a certificate or
              other document showing


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              compliance with this provision.


     3.   Name the Board as an additionally named insured party under our
          liability coverage. $1,000,000.

     The State of Colorado and Weld County, Colorado, shall be named as
additional insured on all liability policies. The insurance shall include
provisions preventing cancellation within 60 days prior notice to the State by
certified mail. The contractor shall provide certificate showing adequate
insurance coverage to the State within seven (7) working days of contract
execution, unless otherwise provided.

     If the contractor is a "public entity" within the meaning of the Colorado
Governmental Immunity Act, C.R.S. 24-10-101 et seq., as amended ("Act"), the
                                            --------
contractor shall at all times during the term of this contract maintain such
liability insurance, by commercial policy or self-insurance, as necessary to
meet its liabilities under the Act. Upon request by the State, the contractor
shall show proof of such insurance.

R.   Referral for Medical Services. The Contractor shall identify sources of
     ------------------------------
emergency medical services located within close proximity to their 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 Contractor shall specifically prohibit any restriction or constraint of
offenders movement or efforts to attend to their legitimate medical or dental
needs. If a medical emergency occurs, the Contractor shall immediately notify
the referring agency (DOC or SJB). The Board shall compensate the Contractor 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 referral notifies the
Contractor otherwise.

S.   Record Retention. Retain all books, records, and other documents of any
     -----------------
part pertaining to this agreement for five (5) years after final payment, and
allow any person duly authorized in writing by the State or the Board to have
full access to and a right to examine and copy any of the above materials during
such period.

T.   Confidentiality of Records. Comply with all laws regarding confidentiality
     ---------------------------
of offenders' records. Any request for information, including but not limited to
offenders' records, shall be referred by the Contractor to DOC/SJB.

U.   Drug Tests. 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 Contractor's
residential and non-residential program.

V.   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".

W.   State and Local Regulations. Comply with all state and local health,
     ----------------------------
safety, fire, building and zoning requirements.

X.   Fiscal Accounting of Clients. Maintain an accurate fiscal accounting of
     -----------------------------
the earnings of all offenders assigned to their program or facility including,
but not limited to: gross earning, net earning, federal, state and local taxes
paid, amount of restitution agreed to and paid, savings account, subsistence
charged and collected, and any other outstanding financial obligations.


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Y.   Information Provided. Provide information upon request of the appropriate
     ---------------------
DOC/SJB officers regarding the activities and adjustment of offenders assigned
to their program. Collect, maintain and make available to DOC/SJB or the Board
ongoing data regarding employment, alcohol abuse, drug abuse, psychological
problems and treatment, vocational or educational needs and services, re-arrest
or other criminal activity, and restitution.

Z.   Fiscal Audit and Verification of Line Item Expenses. Provide to the State
     ----------------------------------------------------
an independent fiscal audit report which addresses the agency's fiscal year(s)
relevant to the contract period. If not detailed in the report, the Contractor
will be responsible for providing additional information which independently
compares the year's actual expenses to those budgeted in the line items of
Contractor's Exhibit "A". Such materials shall be provided to the State within
six (6) months of the end of the fiscal year unless a different schedule is
established in writing by mutual agreement of the parties. These requirements
may be waived all or in part, by the State, in accordance with established
standards.

AA.  Non-compliance with Provisions of this Section. In the event the
     -----------------------------------------------
Contractor, in whole or in part, fails to meet the provisions of this section,
the Board may adjust payment due amounts.

     3. MUTUAL PROVISIONS:

A.   Effective Dates. The period of this contract shall be from July 1, 1999
     ----------------
through June 30, 2000.

B.   Assignment. The rights and duties arising under this contract shall not be
     -----------
assigned or delegated without the prior written consent of the State.

C.   Independent Contractor. The Contractor is rendering services as an
     -----------------------
independent contractor, not as an employee, and shall be accountable to the
State and the Board for the ultimate results of its actions but shall not be
subject to the direct supervision and control of the State except as otherwise
provided herein. Neither the Contractor nor any agent, employee, or servant of
Contractor shall be or shall be deemed to be an employee, agent, or servant of
the State or the Board. Contractor shall pay when due all required employment
taxes and income tax withholding, shall provide and keep in force worker's
compensation (and show proof of such insurance) and unemployment compensation
insurance in the amounts required by law, and shall be solely and entirely
responsible for its acts and the acts of its agents, employees, servants and the
subcontractors during the performance of this contract.

D.   Termination. This agreement may be terminated by either party by giving
     ------------
thirty (30) days notice in writing, delivered by certified mail, return receipt
requested, to the other party at the above address, or delivered by personal
services upon the party. If notice is so given, this contract shall terminate on
the expiration of the thirty (30) days, and the liability for the parties
hereunder for the further performance of the terms of this contract shall
thereupon cease, but the parties shall not be relieved of the duty to perform
their obligation up to the date of termination.

E.   Modification. This contract consists of (1) this document, (2) the
     -------------
proposal submitted to the State and the Board for the provision of services to
offenders in the custody of the State which is marked as Contractor's
Exhibit "A", and (3) proof of adequate insurance coverage in compliance with
2.0. herein marked as Exhibit "C". In the event there are any inconsistencies,
ambiguities, or omissions between this document and Contractor's Exhibit "A" or
Exhibit "C", this document shall govern over the provisions of Contractor's
Exhibit "A" or Exhibit "C".

     This contract is intended as the complete integration of all understanding
between the parties. No prior or contemporaneous addition, deletion, or other
amendment hereto shall have any force or


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effect whatsoever, unless embodied herein in writing. No subsequent novation,
renewal, addition, deletion or other amendment hereto shall have any force or
effect unless embodied in a written contract executed and approved pursuant to
the State of Colorado fiscal rules.

F.   Breach. A breach of this contract shall not be deemed to be a waiver of any
     -------
subsequent breach or default of the contract.

G.   Third-Party Beneficiary. The enforcement of the terms and conditions of
     ------------------------
this contract, and all rights of action relating to such enforcement, shall be
strictly reserved to the Board and the Contractor, and nothing contained in
this contract shall give or allow any claim or right of action whatsoever by any
other or third person. It is the express intent of the parties to this contract
that any person receiving services or benefits under this contract shall be
deemed an incidental beneficiary only.

H.   Notice. Any notice provided for in this contract shall be in writing and
     -------
served by personal delivery or by registered or certified mail, return receipt
requested and postage prepaid, at the addresses listed below under the signature
of each party to this contract, until such time as written notice of a change of
address is given to the said parties.

     4.   SPECIAL PROVISIONS:

A.   Fund Availability. Financial obligations of the State and Board payable
     ------------------
after the current fiscal year are contingent upon funds for that purpose being
appropriated, budgeted and otherwise made available.

B.   Indemnification. To the extent authorized by law, the Contractor shall
     ----------------
indemnify, save and hold harmless the State and the Board, their employees and
agents, against any and all claims, damages, liability and court awards
including costs, expenses and attorney fees incurred as a result of any act or
omission by the Contractor, or its employees, agents, subcontractors, or
assignees pursuant to the terms of this contract.

C.   Discrimination and Affirmative Action. The Contractor agrees to comply
     --------------------------------------
with the letter and spirit of the Colorado Anti-discrimination Act of 1957, as
amended, and other applicable law respecting discrimination and unfair
employment practices (24-34-402. C.R.S. 1982 Replacement Vol.), and as required
by Executive Order, Equal Opportunity and Affirmative Action, dated April 16,
1975. Pursuant thereto, the following provisions shall be contained in all State
contracts or subcontracts.

During the performance of this contract, the Contractor agrees as follows:

     1)   The Contractor will not discriminate against any employee or applicant
          for employment because of race, creed, color, national origin, sex,
          marital status, religion, ancestry, mental or physical handicap, or
          age. The Contractor will take affirmative action to insure that
          applicants are employed, and that employees are treated during
          employment, without regard to the above mentioned characteristics.
          Such action shall include, but not be limited to the following:
          employment, upgrading, demotion, or transfer, recruitment or
          recruitment advertising; lay-offs or terminations; rates of payor
          other forms of compensation; and selection for training, including
          apprenticeship. The Contractor agrees to post in conspicuous places,
          available to employees and applicants for employment, notices to be
          provided by the contracting officer setting forth provisions of this
          non-discrimination clause.


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<PAGE>

     2)   The Contractor will, in all solicitations or advertisements for
          employees placed by or on behalf of the Contractor, state that all
          qualified applicants will receive consideration for employment without
          regard to race, creed, color, national origin, sex, marital status,
          religion, ancestry, mental or physical handicap, or age.

     3)   The Contractor will send to each labor union or representative of
          workers with which he has collective bargaining agreement or other
          contract or understanding, notice to be provided by the contracting
          officer, advising the labor union or workers' representative of the
          Contractor's commitment under the Executive Order, Equal Opportunity
          and Affirmative Action, dated April 16, 1975, and of the rules,
          regulations, and relevant Orders of the Governor.

     4)   The Contractor and labor unions will furnish all information and
          reports required by Executive Order, Equal Opportunity and Affirmative
          Action of April 16, 1975, and by the rules, regulations and Orders of
          the Governor, or pursuant thereto, and will permit access to his
          books, records, and accounts by the contracting agency and the office
          of the Governor or his designee for purposes of investigation to
          ascertain compliance with such rules, regulations and orders.

     5)   A labor organization will not exclude any individual otherwise
          qualified from full membership rights in such labor organization, or
          expel any such individual from membership in such labor organization
          or discriminate against any of its members in the full enjoyment of
          work opportunity, because of race, creed, color, sex, national origin,
          or ancestry.

     6)   A labor organization, or the employees or members thereof will not
          aid, abet, incite, compel or coerce the doing of any act defined in
          this contract to be discriminatory or obstruct or prevent any person
          from complying with the provisions of this contract or any order
          issued thereunder; or attempt either directly or indirectly, to commit
          any act defined in this contract to be discriminatory.

     7)   In the event of the Contractor's non-compliance with the
          non-discrimination clauses of this Contractor or with any of such
          rules, regulations, or orders, this contract may be canceled,
          terminated or suspended in whole or in part and the Contractor may be
          declared ineligible for further State and Board contracts in
          accordance with procedures, authorized in Executive Order, Equal
          Opportunity and Affirmative Action of April 16, 1975 and the rules,
          regulations, or orders promulgated in accordance therewith, and such
          other sanctions as may be imposed and remedies as may be invoked as
          provided in Executive Order, Equal Opportunity and Affirmative Action
          of April 16, 1975, or by rules, regulations, or orders promulgated in
          accordance therewith, or as otherwise provided by law.

     8)   The Contractor will include the provisions of paragraph (1) through
          (8) in every sub-contract and subcontractor purchase order unless
          exempted by rules, regulations, or orders issued pursuant to Executive
          Order, Equal Opportunity and Affirmative Action of April 16, 1975, so
          that such provisions will be binding upon each subcontractor or
          vendor. The Contractor will take such action with respect to any
          sub-contracting or purchase order as the contracting agency may
          direct, as a means of enforcing such provisions, including sanctions
          for non-compliance; provided, however, that in the event the
          Contractor becomes involved in, or is threatened with, litigation with
          the subcontractor or vendor as a


                                       9
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          result of such direction by the contracting agency, the Contractor
          may request the State of Colorado to enter into such litigation to
          protect the interest of the State of Colorado.

D.   Colorado Labor Preference
     -------------------------

     1)   Provision of C.R.S. 8-17-101 & 102 for preference of Colorado labor
          are applicable to this contract if public works within the State are
          undertaken hereunder and are financed in whole or in part by State
          funds.

     2)   When a construction contract for a public project is to be awarded to
          a bidder, a resident bidder shall be allowed a preference against a
          nonresident bidder from a state or foreign country equal to the
          preference given or required by the state or foreign country in which
          the nonresident bidder is a resident. If it is determined by the
          officer responsible for awarding the bid that compliance with this
          subsection .06 may cause denial of federal funds which would otherwise
          be available or would otherwise be inconsistent with requirements of
          Federal law, this subsection shall be suspended, but only to the
          extent necessary to prevent denial of the moneys or to eliminate the
          inconsistency with Federal requirements (C.R.S. 8-19-101 & 102).


E.   General
     -------

     1)   The laws of the State of Colorado and rules and regulations issued
          pursuant thereto shall be applied in the interpretation, execution and
          enforcement of this contract. Any provision of this contract whether
          or not incorporated herein by reference which provides for arbitration
          by any extra-judicial body or person or which is otherwise in conflict
          with said laws, rules and regulations shall be considered null and
          void. Nothing contained in any provision incorporated herein by
          reference which purports to negate this or any other special provision
          in whole or in part shall be valid or enforceable or available in any
          action at law whether by way of complaint, defense or otherwise. Any
          provision rendered null and void by the operation of this provision
          will not invalidate the remainder of this contract to the extent that
          the contract is capable of execution.

     2)   At all times during the performance of this Contract, the Contractor
          shall strictly adhere to all applicable federal and state laws, rules
          and regulations that have been or may hereafter be established.

     3)   The signatories hereto aver that they are familiar with 18-8-301,
          et. seq., (Bribery and Corrupt Influences) and 18-8-401, et. seq.,
          (Abuse of Public Office), C.R.S. 1978 Replacement Vol., and that no
          violation of such provisions is present.

     4)   The signatories aver that to their knowledge, no state employee has a
          personal or beneficial interest whatsoever in the service or property
          described herein.


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<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Contract on the day
first above written.

Contractor: Residential Treatment Center Board:
Southern Corrections Systems, Inc.

(Full Legal Name)                          Weld County Community Corrections
                  ----------------------

/s/ Jerry Sunderland
----------------------------------------   -------------------------------------
Jerry Sunderland                           Chairman, Community Corrections Board

Position (Title) President
                 -----------------------

              84-0959522                          Reviewed and approved by:
----------------------------------------
Soc. Sec. # or Federal  I.D. #.


(If corporation:)                               Dale K. Hall
                                            -----------------------------------
                                             Weld County Board of Commissions
Attest (Seal)                                Chair, Dale K.  Hall, (07/28/99)

By:
    ------------------------------------
    Corporate Secretary,
    Town/City/County Clerk





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